Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity File Number | 000-03676 | |
Document Transition Report | false | |
Entity Registrant Name | VSE CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 54-0649263 | |
Entity Address, Address Line One | 6348 Walker Lane | |
Entity Address, City or Town | Alexandria, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22310 | |
City Area Code | 703 | |
Local Phone Number | 960-4600 | |
Title of 12(b) Security | Common Stock, par value $0.05 per share | |
Trading Symbol | VSEC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Central Index Key | 0000102752 | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 12,704,165 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 347 | $ 378 |
Receivables, net | 63,552 | 55,471 |
Unbilled receivables, net | 43,694 | 22,358 |
Inventories, net | 282,771 | 253,422 |
Other current assets | 29,169 | 23,328 |
Total current assets | 419,533 | 354,957 |
Property and equipment, net | 38,318 | 36,363 |
Intangible assets, net | 105,914 | 103,595 |
Goodwill | 238,126 | 238,126 |
Operating lease - right-of-use assets | 22,181 | 20,515 |
Other assets | 29,016 | 26,525 |
Total assets | 853,088 | 780,081 |
Current liabilities: | ||
Current portion of long-term debt | 21,316 | 20,379 |
Accounts payable | 73,816 | 72,682 |
Accrued expenses and other current liabilities | 50,882 | 45,172 |
Dividends payable | 1,142 | 995 |
Total current liabilities | 147,156 | 139,228 |
Long-term debt, less current portion | 232,247 | 230,714 |
Deferred compensation | 17,186 | 16,027 |
Long-term operating lease obligations | 23,673 | 22,815 |
Deferred tax liabilities | 16,523 | 14,897 |
Other long-term liabilities | 2,000 | 83 |
Total liabilities | 438,785 | 423,764 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Common stock, par value $0.05 per share, authorized 15,000,000 shares; issued and outstanding 12,691,570 and 11,055,037, respectively | 635 | 553 |
Additional paid-in capital | 85,296 | 31,870 |
Retained earnings | 329,064 | 325,097 |
Accumulated other comprehensive loss | (692) | (1,203) |
Total stockholders' equity | 414,303 | 356,317 |
Total liabilities and stockholders' equity | $ 853,088 | $ 780,081 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, issued (in shares) | 12,691,570 | 11,055,037 |
Common stock, outstanding (in shares) | 12,691,570 | 11,055,037 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 164,981 | $ 177,418 |
Costs and operating expenses: | ||
Selling, general and administrative expenses | 38 | 248 |
Amortization of intangible assets | 4,288 | 4,723 |
Total costs and operating expenses | 155,378 | 161,256 |
Operating income before non-recurring items | 9,603 | 16,162 |
Loss on sale of a business entity and certain assets | 0 | (7,536) |
Gain on sale of property | 0 | 1,108 |
Operating income | 9,603 | 9,734 |
Interest expense, net | 3,030 | 3,486 |
Income before income taxes | 6,573 | 6,248 |
Provision for income taxes | 1,462 | 2,916 |
Net income | $ 5,111 | $ 3,332 |
Basic earnings per share (in dollars per share) | $ 0.42 | $ 0.30 |
Basic weighted average shares outstanding (in shares) | 12,076,509 | 11,000,204 |
Diluted earnings per share (in dollars per share) | $ 0.42 | $ 0.30 |
Diluted weighted average shares outstanding (in shares) | 12,171,828 | 11,100,506 |
Dividends declared per share (in dollars per share) | $ 0.09 | $ 0.09 |
Products | ||
Revenues: | ||
Total revenues | $ 78,580 | $ 76,342 |
Costs and operating expenses: | ||
Costs and operating expenses | 70,712 | 65,527 |
Services | ||
Revenues: | ||
Total revenues | 86,401 | 101,076 |
Costs and operating expenses: | ||
Costs and operating expenses | $ 80,340 | $ 90,758 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 5,111 | $ 3,332 |
Change in fair value of interest rate swap agreements, net of tax | 511 | (873) |
Other comprehensive income (loss), net of tax | 511 | (873) |
Comprehensive income | $ 5,622 | $ 2,459 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Balance, beginning balance (in shares) at Dec. 31, 2019 | 10,970,000 | ||||
Balance, beginning balance at Dec. 31, 2019 | $ 363,101 | $ 549 | $ 29,411 | $ 334,246 | $ (1,105) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 3,332 | 3,332 | |||
Stock-based compensation (in shares) | 59,000 | ||||
Stock-based compensation | 1,835 | $ 2 | 1,833 | ||
Other comprehensive gain (loss), net of tax | (873) | (873) | |||
Dividends declared | (994) | (994) | |||
Balance, ending balance (in shares) at Mar. 31, 2020 | 11,029,000 | ||||
Balance, ending balance at Mar. 31, 2020 | $ 366,401 | $ 551 | 31,244 | 336,584 | (1,978) |
Balance, beginning balance (in shares) at Dec. 31, 2020 | 11,055,037 | 11,055,000 | |||
Balance, beginning balance at Dec. 31, 2020 | $ 356,317 | $ 553 | 31,870 | 325,097 | (1,203) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (in shares) | 1,599,000 | ||||
Issuance of common stock | 52,017 | $ 80 | 51,937 | ||
Net income | 5,111 | 5,111 | |||
Stock-based compensation (in shares) | 37,000 | ||||
Stock-based compensation | 1,491 | $ 2 | 1,489 | ||
Other comprehensive gain (loss), net of tax | 511 | 511 | |||
Dividends declared | $ (1,144) | (1,144) | |||
Balance, ending balance (in shares) at Mar. 31, 2021 | 12,691,570 | 12,691,000 | |||
Balance, ending balance at Mar. 31, 2021 | $ 414,303 | $ 635 | $ 85,296 | $ 329,064 | $ (692) |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Dividends declared per share (in dollars per share) | $ 0.09 | $ 0.09 |
Unaudited Consolidated Statem_5
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 5,111 | $ 3,332 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,944 | 6,475 |
Deferred taxes | 1,457 | 1,592 |
Stock-based compensation | 1,415 | 897 |
Loss on sale of a business entity and certain assets | 0 | 7,536 |
Gain on sale of property and equipment | 0 | (1,127) |
Earn-out obligation fair value adjustment | 0 | 301 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Receivables | (2,787) | (163) |
Unbilled receivables | (17,341) | (2,041) |
Inventories | (28,910) | (8,255) |
Other current assets and noncurrent assets | (10,306) | 2,777 |
Accounts payable and deferred compensation | 1,051 | 395 |
Accrued expenses and other current and noncurrent liabilities | 7,999 | (4,961) |
Net cash (used in) provided by operating activities | (36,367) | 6,758 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,109) | (724) |
Proceeds from the sale of property and equipment | 14 | 2,424 |
Proceeds from payments on notes receivable | 412 | 427 |
Proceeds from the sale of a business entity and certain assets | 0 | 20,700 |
Cash paid for acquisitions, net of cash acquired | (14,785) | 0 |
Net cash (used in) provided by investing activities | (16,468) | 22,827 |
Cash flows from financing activities: | ||
Borrowings on loan agreement | 146,431 | 131,148 |
Repayments on loan agreement | (144,257) | (127,692) |
Proceeds from issuance of common stock, net of underwriters' discounts and issuance costs | 52,017 | 0 |
Earn-out obligation payments | 0 | (31,701) |
Payments of taxes for equity transactions | (390) | (543) |
Dividends paid | (997) | (988) |
Net cash provided by (used in) financing activities | 52,804 | (29,776) |
Net decrease in cash and cash equivalents | (31) | (191) |
Cash and cash equivalents at beginning of period | 378 | 734 |
Cash and cash equivalents at end of period | 347 | 543 |
Supplemental disclosure of noncash investing and financing activities: | ||
Notes receivable from the sale of a business entity and certain assets | $ 12,496 | $ 7,461 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and in accordance with the instructions to SEC Form 10-Q and Article 10 of SEC Regulation S-X. Therefore, such financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and footnotes thereto included in our 2020 Form 10-K. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract disallowance reserves, award fee revenues, costs to complete on fixed price contracts, and recoverability of goodwill and intangible assets. Coronavirus (COVID-19) Pandemic On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus disease, known as COVID-19, as a global pandemic. The pandemic and the containment and mitigation efforts by governments to attempt to control its spread created uncertainties and disruptions in the economic and financial markets. The pandemic triggered a decline in demand for our Aviation segment products and services beginning with the second quarter of 2020 and continuing through the end of the first quarter of 2021. Our results of operations for the first quarter of 2021 continue to reflect the adverse impact from the COVID-19 pandemic. Although demand has improved since the onset of the pandemic, it remains below demand during the first quarter of 2020. The extent to which the impact of COVID-19 may continue to have an adverse effect on our future business and results of operations is highly uncertain and unpredictable. However, we believe that with the global vaccination effort underway, that may generate an increase in commercial air travel and result in a gradual recovery in demand for our Aviation segment products and services commencing toward the second half of 2021. We are closely monitoring the effects and risks of COVID-19 to assess its impact on our business, financial condition and results of operations. We maintain a robust continuity plan to adequately respond to situations such as the COVID-19 pandemic, including a framework for remote work arrangements, in order to effectively maintain operations, including financial reporting systems, internal controls over financial reporting and disclosure controls and procedures. Underwritten Public Offering |
Acquisition and Divestitures
Acquisition and Divestitures | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition and Divestitures | Acquisition and Divestitures Acquisition On March 1, 2021, we acquired HAECO Special Services, LLC ("HSS") from HAECO Airframe Services, LLC, a division of HAECO Americas ("HAECO") for the purchase price of $14.8 million, subject to post-closing and working capital adjustments. HSS is a leading provider of fully integrated maintenance, repair and overhaul ("MRO") support solutions for military and government aircraft. HSS provides scheduled depot maintenance, contract field deployment and unscheduled drop-in maintenance for a United States Department of Defense ("DoD") contract specifically for the sustainment of the U.S. Air Force ("USAF") KC-10 fleet. The acquisition was not significant to our consolidated financial statements. HSS operating results are included in our Federal and Defense segment in the accompanying unaudited consolidated financial statements beginning on the acquisition date of March 1, 2021. Divestitures Prime Turbines Sale In January 2020, VSE’s subsidiary VSE Aviation, Inc. entered into two definitive agreements to sell (1) Prime Turbines LLC ("Prime Turbines") and (2) certain related inventory assets to PTB Holdings USA, LLC ("PTB"). The transaction was completed on February 26, 2020 with cash proceeds of $20.0 million, including final working capital adjustments, and a note receivable of $8.3 million received as consideration. As a result of the sale of the business and inventory, we derecognized the assets and liabilities of Prime Turbines and recorded a $7.5 million loss in the first quarter of 2020 which was reflected within loss on sale of a business entity and certain assets in the consolidated statements of income. As of March 31, 2021 and December 31, 2020, the total outstanding balance of the note receivable from PTB was $5.8 million and $6.1 million, respectively, which represent the present value of the consideration to be received with an imputed interest rate discount, of which $1.5 million and $1.4 million were current as of March 31, 2021 and December 31, 2020, respectively. The note receivable balance is included in other assets and other current assets in our consolidated balance sheets. CT Aerospace Asset Sale In June 2020, VSE's subsidiary VSE Aviation, Inc. entered into an asset purchase agreement to sell CT Aerospace, LLC ("CT Aerospace") inventory and certain assets to Legacy Turbines, LLC ("Legacy Turbines") for $6.9 million, with a note receivable received as consideration. As a result of the sale, we recorded a $678 thousand loss in the second quarter of 2020 . |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregated Revenue Our revenues are derived from the delivery of products to our customers and from contract services performed for the DoD or federal civilian agencies. Our customers also include various other government agencies and commercial clients. A summary of revenues for our operating segments by customer for the three months ended March 31, 2021 are as follows (in thousands): Three months ended March 31, 2021 Aviation Fleet Federal and Defense Total Commercial $ 44,346 $ 14,437 $ 318 $ 59,101 DoD — 3,102 42,786 45,888 Other government 25 37,208 22,759 59,992 $ 44,371 $ 54,747 $ 65,863 $ 164,981 A summary of revenues for our operating segments by customer for the three months ended March 31, 2020 are as follows (in thousands): Three months ended March 31, 2020 Aviation Fleet Federal and Defense Total Commercial $ 58,050 $ 8,822 $ 422 $ 67,294 DoD — 4,567 59,567 64,134 Other government 30 39,815 6,145 45,990 $ 58,080 $ 53,204 $ 66,134 $ 177,418 A summary of revenues for our operating segments by type for the three months ended March 31, 2021 is as follows (in thousands): Three months ended March 31, 2021 Aviation Fleet Federal and Defense Total Repair $ 18,316 $ — $ — $ 18,316 Distribution 26,055 54,747 — 80,802 Cost Plus Contract — — 16,551 16,551 Fixed Price Contract — — 23,931 23,931 T&M Contract — — 25,381 25,381 Total $ 44,371 $ 54,747 $ 65,863 $ 164,981 A summary of revenues for our operating segments by type for the three months ended March 31, 2020 is as follows (in thousands): Three months ended March 31, 2020 Aviation Fleet Federal and Defense Total Repair $ 32,808 $ — $ — $ 32,808 Distribution 25,272 53,204 — 78,476 Cost Plus Contract — — 19,681 19,681 Fixed Price Contract — — 38,916 38,916 T&M Contract — — 7,537 7,537 Total $ 58,080 $ 53,204 $ 66,134 $ 177,418 Contract Balances Billed receivables, unbilled receivables (contract assets), and contract liabilities are the results of revenue recognition, customer billing, and timing of payment receipts. Billed receivables, net, represent unconditional rights to consideration under the terms of the contract and include amounts billed and currently due from our customers. Unbilled receivables represent our right to consideration in exchange for goods or services that we have transferred to the customer prior to us having the right to payment for such goods or services. Contract liabilities are recorded when customers remit contractual cash payments in advance of us satisfying related performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time. We present our unbilled receivables and contract liabilities on a contract-by-contract basis. If a contract liability exists, it is netted against the unbilled receivables balance for that contract. Unbilled receivables increased from $22.4 million at December 31, 2020 to $43.7 million at March 31, 2021, primarily due to revenue recognized on a U.S. Department of Justice contract for the first quarter of 2021 which was subsequently billed in the second quarter of 2021. Contract liabilities, which are included in accrued expenses and other current liabilities in our consolidated balance sheet, increased from $10.1 million at December 31, 2020 to $16.0 million at March 31, 2021, primarily due to advance payments received in excess of revenue recognized. For the three months ended March 31, 2021 and March 31, 2020, we recognized revenue that was previously included in the beginning balance of contract liabilities of $860 thousand and $700 thousand, respectively. Performance Obligations Our performance obligations are satisfied either at a point in time or over time as work progresses. The majority of our revenue recognized at a point in time is for the sale of vehicle and aircraft parts in our Fleet and Aviation segments. Revenues from products and services transferred to customers at a point in time accounted for approximately 49% of our revenues for the three months ended March 31, 2021 and 43% of our revenues for the three months ended March 31, 2020. Revenues from products and services transferred to customers over time accounted for approximately 51% of our revenues for the three months ended March 31, 2021 and 57% of our revenues for the three months ended March 31, 2020, primarily related to revenues in our Federal and Defense segment and MRO services in our Aviation segment. As of March 31, 2021, the aggregate amount of transaction prices allocated to unsatisfied or partially unsatisfied performance obligations was $188 million. Performance obligations expected to be satisfied within one year and greater than one year are 90% and 10%, respectively. We have applied the practical expedient for certain parts sales and MRO services to exclude the amount of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. During the three months ended March 31, 2021 and March 31, 2020, revenue recognized from performance obligations satisfied in prior periods was not material. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consisted of the following (in thousands): March 31, December 31, 2021 2020 Bank credit facility - term loan $ 73,300 $ 77,988 Bank credit facility - revolver loans 182,335 175,473 Principal amount of long-term debt 255,635 253,461 Less debt issuance costs (2,072) (2,368) Total long-term debt 253,563 251,093 Less current portion (21,316) (20,379) Long-term debt, less current portion $ 232,247 $ 230,714 We have a loan agreement with a group of banks that expires in January 2023. We borrow amounts under the loan agreement to provide working capital support, fund letters of credit and finance acquisitions. The loan agreement includes term and revolving loan facilities. The revolving loan facility provides for revolving loans and letters of credit. The fair value of outstanding debt as of March 31, 2021 under our bank loan facilities approximates its carrying value using Level 2 inputs based on market data on companies with a corporate rating similar to ours that have recently priced credit facilities. Our required term and revolver loan payments after March 31, 2021 are as follows (in thousands): 2021 16,875 2022 22,500 2023* 216,260 Total $ 255,635 *Includes the revolver loan required payment of $182.3 million. The maximum amount of credit available under the loan agreement for revolving loans and letters of credit as of March 31, 2021 was $350 million. We pay an unused commitment fee and fees on letters of credit that are issued. We had $803 thousand letters of credit outstanding as of March 31, 2021 and no letters of credit outstanding as of December 31, 2020. Under the loan agreement we may elect to increase the maximum availability of the term loan facility, the revolving loan facility, or both facilities, up to an aggregate additional amount of $100 million. We pay interest on the term loan borrowings and revolving loan borrowings at LIBOR plus a base margin or at a base rate (typically the prime rate) plus a base margin. As of March 31, 2021, the LIBOR base margin was 3.00% and the base rate base margin was 1.75%. The base margins increase or decrease in increments as our Total Funded Debt/EBITDA Ratio increases or decreases. We use interest rate hedges on a portion of our debt. The amount of our debt with interest rate swap agreements was $75 million and $145 million as of March 31, 2021 and December 31, 2020, respectively. After taking into account the impact of interest rate swap agreements, as of March 31, 2021, interest rates on portions of our outstanding debt ranged from 3.75% to 6.36%, and the effective interest rate on our aggregate outstanding debt was 4.13%. Interest expense incurred on bank loan borrowings and interest rate hedges was approximately $2.7 million and $3.4 million for the three months ended March 31, 2021 and 2020, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Our calculation of diluted earnings per common share includes the dilutive effects for an assumed vesting of restricted stock awards. Three months ended March 31, 2021 2020 Basic weighted average common shares outstanding 12,076,509 11,000,204 Effect of dilutive shares 95,319 100,302 Diluted weighted average common shares outstanding 12,171,828 11,100,506 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies We may have certain claims in the normal course of business, including legal proceedings, against us and against other parties. In our opinion, the resolution of these claims will not have a material adverse effect on our results of operations, financial position or cash flows. However, because the results of any legal proceedings cannot be predicted with certainty, the amount of loss, if any, cannot be reasonably estimated. Further, from time-to-time, government agencies audit or investigate whether our operations are being conducted in accordance with applicable contractual and regulatory requirements. Government audits or investigations of us, whether relating to |
Business Segments and Customer
Business Segments and Customer Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segments and Customer Information | Business Segments and Customer Information Business Segments Management of our business operations is conducted under three reportable operating segments: Aviation – Distribution and MRO Services Our Aviation segment provides aftermarket repair and distribution services to commercial, cargo, business and general aviation, military and defense, and rotorcraft customers globally. Core services include parts distribution, engine accessory maintenance, MRO services, rotable exchange and supply chain services. Fleet – Distribution and Fleet Services Our Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services to support the commercial aftermarket medium- and heavy-duty truck market, the United States Postal Service ("USPS"), and the DoD. Core services include vehicle parts distribution, sourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain management, alternative product sourcing, and engineering and technical support. Federal and Defense – Logistics and Sustainment Services Our Federal and Defense segment provides aftermarket MRO and logistics services to improve operational readiness and extend the life cycle of military vehicles, ships and aircraft for the DoD, federal agencies and international defense customers. Core services include base operations support; procurement; supply chain management; vehicle, maritime and aircraft sustainment services; IT services and energy consulting. The operating segments reported below are our segments for which separate financial information is available and for which segment results are evaluated regularly by our Chief Executive Officer in deciding how to allocate resources and in assessing performance. We evaluate segment performance based on consolidated revenues and operating income. Net sales of our business segments exclude intersegment sales as these activities are eliminated in consolidation. Corporate expenses are primarily selling, general and administrative expenses not allocated to segments. Our segment information is as follows (in thousands): Three months ended March 31, 2021 2020 Revenues: Aviation $ 44,371 $ 58,080 Fleet 54,747 53,204 Federal and Defense 65,863 66,134 Total revenues $ 164,981 $ 177,418 Operating income (loss): Aviation $ (332) $ (1,880) Fleet 5,741 6,906 Federal and Defense 5,025 4,924 Corporate/unallocated expenses (831) (216) Operating income $ 9,603 $ 9,734 Customer Information The USPS, U.S. Army and Army Reserve, and U.S. Navy are our largest customers. Our customers also include various other government agencies and commercial entities. Our revenue by customer is as follows (in thousands): Three months ended March 31, Customer 2021 % 2020 % Commercial $ 59,101 36 $ 67,294 38 DoD 45,888 28 64,134 36 Other government 59,992 36 45,990 26 Total $ 164,981 100 $ 177,418 100 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets There were no changes in goodwill for the three months ended March 31, 2021. The goodwill balance consisted of the following (in thousands): Fleet Federal and Defense Aviation Total Balance as of December 31, 2020 $ 63,190 $ 30,883 $ 144,053 $ 238,126 Balance as of March 31, 2021 $ 63,190 $ 30,883 $ 144,053 $ 238,126 We perform an annual review of goodwill for impairment during the fourth quarter and whenever events or other changes in circumstances indicate that the carrying value may not be fully recoverable. Intangible assets, net comprised the following (in thousands): Cost Accumulated Amortization Accumulated Net Intangible Assets March 31, 2021 Contract and customer-related $ 219,801 $ (114,635) $ (3,814) $ 101,352 Acquired technologies 12,400 (11,069) — 1,331 Trade names 18,770 (15,539) — 3,231 Total $ 250,971 $ (141,243) $ (3,814) $ 105,914 December 31, 2020 Contract and customer-related $ 213,194 $ (110,917) $ (3,814) $ 98,463 Acquired technologies 12,400 (10,787) — 1,613 Trade names 18,770 (15,251) — 3,519 Total $ 244,364 $ (136,955) $ (3,814) $ 103,595 The increase in the gross carrying amount of contract and customer-related intangibles during the first quarter of 2021 is related to customer relationship intangible recognized in connection with the acquisition of HSS during the quarter. See Note (2) "Acquisition and Divestitures" for additional details regarding the acquisition. Amortization expense related to intangible assets was approximately $4.3 million and $4.7 million for the three months ended March 31, 2021 and 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The accounting standard for fair value measurements defines fair value, and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established in the standard prioritizes the inputs used in valuation techniques into three levels as follows: Level 1–Observable inputs – quoted prices in active markets for identical assets and liabilities; Level 2–Observable inputs other than the quoted prices in active markets for identical assets and liabilities – includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets and amounts derived from valuation models where all significant inputs are observable in active markets; and Level 3–Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and the level they fall within the fair value hierarchy (in thousands): Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy Fair Value March 31, 2021 Fair Value December 31, 2020 Non-COLI assets held in Deferred Supplemental Compensation Plan Other assets Level 1 $ 1,142 $ 1,120 Interest rate swap agreements Accrued expenses Level 2 $ 923 $ 1,603 Non-COLI assets held in our deferred supplemental compensation plan consist of equity funds with fair value based on observable inputs such as quoted prices for identical assets in active markets and changes in fair value are recorded as selling, general and administrative expenses. We account for our interest rate swap agreements under the provisions of ASC 815, Derivatives and Hedging , and have determined that our swap agreements qualify as highly effective cash flow hedges. We evaluate our hedges to determine their effectiveness and as of March 31, 2021 and December 31, 2020, the swaps were determined to be fully effective. Accordingly, the fair value of the swap agreements, which is a liability recorded in accrued expenses and other current liabilities in our consolidated balance sheets, was approximately $923 thousand and $1.6 million at March 31, 2021 and December 31, 2020, respectively. The offset, net of an income tax effect of approximately $230 thousand and $400 thousand, was included in accumulated other comprehensive income in the accompanying balance sheets as of March 31, 2021 and December 31, 2020, respectively. The amounts paid and received on the swap agreements are recorded in interest expense in the period during which the related floating-rate interest is incurred. We expect the hedges to remain fully effective during the remaining terms of the swap agreements. We determine the fair value of the swap agreements based on a valuation model using primarily observable market data inputs. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIncome tax expense during interim periods is based on our estimated annual effective income tax rate plus any discrete items that are recorded in the period in which they occur. Our tax rate is affected by discrete items that may occur in any given year, but may not be consistent from year to year. Our effective tax rate was 22.2% and 46.7% for three months ended March 31, 2021 and 2020, respectively. The difference in the effective tax rate for the three months ended March 31, 2021 compared to the same period of prior year primarily results from 1) a full valuation allowance established in 2020 to offset the capital loss benefit in connection with our sale of Prime Turbines due to a lack of anticipated capital gain income in the carryforward period, 2) higher estimated Foreign Derived Intangible Income ("FDII") deduction in 2021, and 3) a favorable deduction in 2021 in connection with the fair value increase in our COLI assets.. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements Not Yet Adopted | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the optional expedients provided by the new standard. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Our accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and in accordance with the instructions to SEC Form 10-Q and Article 10 of SEC Regulation S-X. Therefore, such financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and footnotes thereto included in our 2020 Form 10-K. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract disallowance reserves, award fee revenues, costs to complete on fixed price contracts, and recoverability of goodwill and intangible assets. |
Earnings Per Share | Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Our calculation of diluted earnings per common share includes the dilutive effects for an assumed vesting of restricted stock awards. |
Business Segments | Business Segments Management of our business operations is conducted under three reportable operating segments: Aviation – Distribution and MRO Services Our Aviation segment provides aftermarket repair and distribution services to commercial, cargo, business and general aviation, military and defense, and rotorcraft customers globally. Core services include parts distribution, engine accessory maintenance, MRO services, rotable exchange and supply chain services. Fleet – Distribution and Fleet Services Our Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services to support the commercial aftermarket medium- and heavy-duty truck market, the United States Postal Service ("USPS"), and the DoD. Core services include vehicle parts distribution, sourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain management, alternative product sourcing, and engineering and technical support. Federal and Defense – Logistics and Sustainment Services Our Federal and Defense segment provides aftermarket MRO and logistics services to improve operational readiness and extend the life cycle of military vehicles, ships and aircraft for the DoD, federal agencies and international defense customers. Core services include base operations support; procurement; supply chain management; vehicle, maritime and aircraft sustainment services; IT services and energy consulting. |
Fair Value Measurements | The accounting standard for fair value measurements defines fair value, and establishes a market-based framework or hierarchy for measuring fair value. The standard is applicable whenever assets and liabilities are measured at fair value. The fair value hierarchy established in the standard prioritizes the inputs used in valuation techniques into three levels as follows: Level 1–Observable inputs – quoted prices in active markets for identical assets and liabilities; Level 2–Observable inputs other than the quoted prices in active markets for identical assets and liabilities – includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets and amounts derived from valuation models where all significant inputs are observable in active markets; and Level 3–Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. |
Recently Issued Accounting Pronouncements Not Yet Adopted | In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the optional expedients provided by the new standard. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | A summary of revenues for our operating segments by customer for the three months ended March 31, 2021 are as follows (in thousands): Three months ended March 31, 2021 Aviation Fleet Federal and Defense Total Commercial $ 44,346 $ 14,437 $ 318 $ 59,101 DoD — 3,102 42,786 45,888 Other government 25 37,208 22,759 59,992 $ 44,371 $ 54,747 $ 65,863 $ 164,981 A summary of revenues for our operating segments by customer for the three months ended March 31, 2020 are as follows (in thousands): Three months ended March 31, 2020 Aviation Fleet Federal and Defense Total Commercial $ 58,050 $ 8,822 $ 422 $ 67,294 DoD — 4,567 59,567 64,134 Other government 30 39,815 6,145 45,990 $ 58,080 $ 53,204 $ 66,134 $ 177,418 A summary of revenues for our operating segments by type for the three months ended March 31, 2021 is as follows (in thousands): Three months ended March 31, 2021 Aviation Fleet Federal and Defense Total Repair $ 18,316 $ — $ — $ 18,316 Distribution 26,055 54,747 — 80,802 Cost Plus Contract — — 16,551 16,551 Fixed Price Contract — — 23,931 23,931 T&M Contract — — 25,381 25,381 Total $ 44,371 $ 54,747 $ 65,863 $ 164,981 A summary of revenues for our operating segments by type for the three months ended March 31, 2020 is as follows (in thousands): Three months ended March 31, 2020 Aviation Fleet Federal and Defense Total Repair $ 32,808 $ — $ — $ 32,808 Distribution 25,272 53,204 — 78,476 Cost Plus Contract — — 19,681 19,681 Fixed Price Contract — — 38,916 38,916 T&M Contract — — 7,537 7,537 Total $ 58,080 $ 53,204 $ 66,134 $ 177,418 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): March 31, December 31, 2021 2020 Bank credit facility - term loan $ 73,300 $ 77,988 Bank credit facility - revolver loans 182,335 175,473 Principal amount of long-term debt 255,635 253,461 Less debt issuance costs (2,072) (2,368) Total long-term debt 253,563 251,093 Less current portion (21,316) (20,379) Long-term debt, less current portion $ 232,247 $ 230,714 |
Schedule of Term Loan Payments | Our required term and revolver loan payments after March 31, 2021 are as follows (in thousands): 2021 16,875 2022 22,500 2023* 216,260 Total $ 255,635 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three months ended March 31, 2021 2020 Basic weighted average common shares outstanding 12,076,509 11,000,204 Effect of dilutive shares 95,319 100,302 Diluted weighted average common shares outstanding 12,171,828 11,100,506 |
Business Segments and Custome_2
Business Segments and Customer Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Our segment information is as follows (in thousands): Three months ended March 31, 2021 2020 Revenues: Aviation $ 44,371 $ 58,080 Fleet 54,747 53,204 Federal and Defense 65,863 66,134 Total revenues $ 164,981 $ 177,418 Operating income (loss): Aviation $ (332) $ (1,880) Fleet 5,741 6,906 Federal and Defense 5,025 4,924 Corporate/unallocated expenses (831) (216) Operating income $ 9,603 $ 9,734 |
Revenue by Customer | Our revenue by customer is as follows (in thousands): Three months ended March 31, Customer 2021 % 2020 % Commercial $ 59,101 36 $ 67,294 38 DoD 45,888 28 64,134 36 Other government 59,992 36 45,990 26 Total $ 164,981 100 $ 177,418 100 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by Operating Segment | There were no changes in goodwill for the three months ended March 31, 2021. The goodwill balance consisted of the following (in thousands): Fleet Federal and Defense Aviation Total Balance as of December 31, 2020 $ 63,190 $ 30,883 $ 144,053 $ 238,126 Balance as of March 31, 2021 $ 63,190 $ 30,883 $ 144,053 $ 238,126 |
Schedule of Intangible Assets | Intangible assets, net comprised the following (in thousands): Cost Accumulated Amortization Accumulated Net Intangible Assets March 31, 2021 Contract and customer-related $ 219,801 $ (114,635) $ (3,814) $ 101,352 Acquired technologies 12,400 (11,069) — 1,331 Trade names 18,770 (15,539) — 3,231 Total $ 250,971 $ (141,243) $ (3,814) $ 105,914 December 31, 2020 Contract and customer-related $ 213,194 $ (110,917) $ (3,814) $ 98,463 Acquired technologies 12,400 (10,787) — 1,613 Trade names 18,770 (15,251) — 3,519 Total $ 244,364 $ (136,955) $ (3,814) $ 103,595 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 and the level they fall within the fair value hierarchy (in thousands): Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy Fair Value March 31, 2021 Fair Value December 31, 2020 Non-COLI assets held in Deferred Supplemental Compensation Plan Other assets Level 1 $ 1,142 $ 1,120 Interest rate swap agreements Accrued expenses Level 2 $ 923 $ 1,603 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 18, 2021 | Jan. 29, 2021 |
Accounting Policies [Abstract] | ||
Public offering, issued (in shares) | 170,497 | 1,428,600 |
Public offering, price (in dollars per share) | $ 35 | |
Public offering proceeds | $ 52 |
Acquisition and Divestitures -
Acquisition and Divestitures - Narrative (Details) $ in Thousands | Mar. 01, 2021USD ($) | Feb. 26, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 31, 2020agreement |
Business Acquisition [Line Items] | ||||||||
Gain (loss) on sale of business | $ 0 | $ (7,536) | ||||||
Prime Turbines | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of sale agreements | agreement | 2 | |||||||
Proceeds from sale of business | $ 20,000 | |||||||
Note receivable | $ 8,300 | |||||||
Gain (loss) on sale of business | $ (7,500) | |||||||
PTB | Other Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Note receivable | 5,800 | $ 6,100 | ||||||
PTB | Other Current Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Note receivable | 1,500 | 1,400 | ||||||
CT Aerospace | ||||||||
Business Acquisition [Line Items] | ||||||||
Proceeds from sale of business | $ 6,900 | |||||||
Gain (loss) on sale of business | $ (678) | |||||||
Legacy Turbines | ||||||||
Business Acquisition [Line Items] | ||||||||
Note receivable, net | 6,400 | 6,400 | ||||||
Legacy Turbines | Other Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Variable discount | 275 | 275 | ||||||
Legacy Turbines | Other Current Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Variable discount | $ 1,300 | $ 1,300 | ||||||
HAECO Special Services, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 14,800 | |||||||
Tangible assets, net | 8,200 | |||||||
Accounts receivable | 9,200 | |||||||
HAECO Special Services, LLC | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | $ 6,600 | |||||||
Useful life (in years) | 4 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 164,981 | $ 177,418 |
Repair | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 18,316 | 32,808 |
Distribution | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 80,802 | 78,476 |
Cost Plus Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 16,551 | 19,681 |
Fixed Price Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 23,931 | 38,916 |
T&M Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 25,381 | 7,537 |
DoD | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 45,888 | 64,134 |
Other government | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 59,992 | 45,990 |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 59,101 | 67,294 |
Aviation | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 44,371 | 58,080 |
Aviation | Repair | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 18,316 | 32,808 |
Aviation | Distribution | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 26,055 | 25,272 |
Aviation | Cost Plus Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Aviation | Fixed Price Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Aviation | T&M Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Aviation | DoD | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Aviation | Other government | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 25 | 30 |
Aviation | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 44,346 | 58,050 |
Fleet | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 54,747 | 53,204 |
Fleet | Repair | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Fleet | Distribution | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 54,747 | 53,204 |
Fleet | Cost Plus Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Fleet | Fixed Price Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Fleet | T&M Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Fleet | DoD | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,102 | 4,567 |
Fleet | Other government | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 37,208 | 39,815 |
Fleet | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 14,437 | 8,822 |
Federal and Defense | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 65,863 | 66,134 |
Federal and Defense | Repair | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Federal and Defense | Distribution | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Federal and Defense | Cost Plus Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 16,551 | 19,681 |
Federal and Defense | Fixed Price Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 23,931 | 38,916 |
Federal and Defense | T&M Contract | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 25,381 | 7,537 |
Federal and Defense | DoD | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 42,786 | 59,567 |
Federal and Defense | Other government | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 22,759 | 6,145 |
Federal and Defense | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 318 | $ 422 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unbilled receivables, net | $ 43,694 | $ 22,358 | |
Contract with customer, liability | 16,000 | $ 10,100 | |
Contract with customer, liability, revenue recognized | 860 | $ 700 | |
Revenue, remaining performance obligation | $ 188,000 | ||
Sales Revenue, Net | Product Concentration Risk | Transferred at Point in Time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk, percentage | 49.00% | 43.00% | |
Sales Revenue, Net | Product Concentration Risk | Transferred over Time | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Concentration risk, percentage | 51.00% | 57.00% |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) | Mar. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, percentage | 90.00% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Revenue, remaining performance obligation, percentage | 10.00% |
Debt - Long-term debt (Details)
Debt - Long-term debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 255,635 | $ 253,461 |
Less debt issuance costs | (2,072) | (2,368) |
Total long-term debt | 253,563 | 251,093 |
Less current portion | (21,316) | (20,379) |
Long-term debt, less current portion | 232,247 | 230,714 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 73,300 | 77,988 |
Revolving Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 182,335 | $ 175,473 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 2,072,000 | $ 2,368,000 | |
LIBOR | |||
Debt Instrument [Line Items] | |||
Base margin | 3.00% | ||
Base Rate | |||
Debt Instrument [Line Items] | |||
Base margin | 1.75% | ||
Amended and Restated | |||
Debt Instrument [Line Items] | |||
Increase in maximum availability | $ 100,000,000 | ||
Effective interest rate | 4.13% | ||
Interest expense, net | $ 2,700,000 | $ 3,400,000 | |
Amended and Restated | Swap | |||
Debt Instrument [Line Items] | |||
Derivative notional amount | 75,000,000 | 145,000,000 | |
Revolving Loans | |||
Debt Instrument [Line Items] | |||
Revolving loans maximum borrowing capacity | 350,000,000 | ||
Letters of credit outstanding | $ 803,000 | $ 0 | |
Minimum | Amended and Restated | |||
Debt Instrument [Line Items] | |||
Interest rate range | 3.75% | ||
Maximum | Amended and Restated | |||
Debt Instrument [Line Items] | |||
Interest rate range | 6.36% |
Debt - Loan Payments (Details)
Debt - Loan Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2021 | $ 16,875 | |
2022 | 22,500 | |
2023 | 216,260 | |
Long-term debt | 255,635 | $ 253,461 |
Long-term debt | 255,635 | 253,461 |
Revolving Loans | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Long-term debt | 182,335 | 175,473 |
Long-term debt | $ 182,335 | $ 175,473 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Basic weighted average common shares outstanding (in shares) | 12,076,509 | 11,000,204 |
Effect of dilutive shares (in shares) | 95,319 | 100,302 |
Diluted weighted average common shares outstanding (in shares) | 12,171,828 | 11,100,506 |
Business Segments and Custome_3
Business Segments and Customer Information - Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable operating segments | segment | 3 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 164,981 | $ 177,418 |
Operating income (loss) | 9,603 | 9,734 |
Aviation | ||
Segment Reporting Information [Line Items] | ||
Revenues | 44,371 | 58,080 |
Fleet | ||
Segment Reporting Information [Line Items] | ||
Revenues | 54,747 | 53,204 |
Federal and Defense | ||
Segment Reporting Information [Line Items] | ||
Revenues | 65,863 | 66,134 |
Operating Segments | Aviation | ||
Segment Reporting Information [Line Items] | ||
Revenues | 44,371 | 58,080 |
Operating income (loss) | (332) | (1,880) |
Operating Segments | Fleet | ||
Segment Reporting Information [Line Items] | ||
Revenues | 54,747 | 53,204 |
Operating income (loss) | 5,741 | 6,906 |
Operating Segments | Federal and Defense | ||
Segment Reporting Information [Line Items] | ||
Revenues | 65,863 | 66,134 |
Operating income (loss) | 5,025 | 4,924 |
Corporate/unallocated expenses | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | $ (831) | $ (216) |
Business Segments and Custome_4
Business Segments and Customer Information - Major Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||
Revenues | $ 164,981 | $ 177,418 |
DoD | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 45,888 | 64,134 |
Other government | ||
Revenue, Major Customer [Line Items] | ||
Revenues | 59,992 | 45,990 |
Commercial | ||
Revenue, Major Customer [Line Items] | ||
Revenues | $ 59,101 | $ 67,294 |
Customer Concentration Risk | Sales Revenue, Net | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue by customer | 100.00% | 100.00% |
Customer Concentration Risk | Sales Revenue, Net | DoD | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue by customer | 28.00% | 36.00% |
Customer Concentration Risk | Sales Revenue, Net | Other government | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue by customer | 36.00% | 26.00% |
Customer Concentration Risk | Sales Revenue, Net | Commercial | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue by customer | 36.00% | 38.00% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Roll Forward (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill [Roll Forward] | |
Balance as of beginning of period | $ 238,126 |
Balance as of end of period | 238,126 |
Fleet | |
Goodwill [Roll Forward] | |
Balance as of beginning of period | 63,190 |
Balance as of end of period | 63,190 |
Federal and Defense | |
Goodwill [Roll Forward] | |
Balance as of beginning of period | 30,883 |
Balance as of end of period | 30,883 |
Aviation | |
Goodwill [Roll Forward] | |
Balance as of beginning of period | 144,053 |
Balance as of end of period | $ 144,053 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 250,971 | $ 244,364 | |
Accumulated Amortization | (141,243) | (136,955) | |
Accumulated Impairment Loss | (3,814) | (3,814) | |
Net Intangible Assets | 105,914 | 103,595 | |
Amortization of intangible assets | 4,300 | $ 4,700 | |
Contract and customer-related | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 219,801 | 213,194 | |
Accumulated Amortization | (114,635) | (110,917) | |
Accumulated Impairment Loss | (3,814) | (3,814) | |
Net Intangible Assets | 101,352 | 98,463 | |
Acquired technologies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 12,400 | 12,400 | |
Accumulated Amortization | (11,069) | (10,787) | |
Accumulated Impairment Loss | 0 | 0 | |
Net Intangible Assets | 1,331 | 1,613 | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 18,770 | 18,770 | |
Accumulated Amortization | (15,539) | (15,251) | |
Accumulated Impairment Loss | 0 | 0 | |
Net Intangible Assets | $ 3,231 | $ 3,519 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Level 1 | Other assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-COLI assets held in Deferred Supplemental Compensation Plan | $ 1,142 | $ 1,120 |
Level 2 | Accrued expenses | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $ 923 | $ 1,603 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Income tax expense benefit on interest rate swap | $ 230 | $ 400 |
Accrued expenses | Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $ 923 | $ 1,603 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 22.20% | 46.70% |