e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission file number 000-02479
DYNAMICS RESEARCH CORPORATION
(Exact Name of Registrant as specified in its Charter)
|
|
|
MASSACHUSETTS
|
|
04-2211809 |
(State of Incorporation)
|
|
(I.R.S. Employer Identification No.) |
60 FRONTAGE ROAD, ANDOVER, MASSACHUSETTS 01810-5498
(Address of Principal Executive Offices) (Zip Code)
978-475-9090
(Registrants Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of
the Exchange Act). Yes o
No þ
As of October 31, 2006, there were 9,285,620 shares of the registrants common stock
outstanding.
DYNAMICS RESEARCH CORPORATION
FORM 10-Q
For the Quarterly Period Ended September 30, 2006
Table of Contents
Special Note on Factors Affecting Future Results
This Quarterly Report on Form 10-Q contains forward-looking statements regarding future events
and the future results of Dynamics Research Corporation (the Company) that are based on current
expectations, estimates, forecasts and projections about the industries in which the Company
operates and the beliefs and assumptions of the management of the Company. Words such as expect,
anticipate, target, goal, project, intend, plan, believe, seek, estimate, and
similar expressions are intended to identify such forward-looking statements. These forward-looking
statements are predictions and are subject to risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual results may differ materially and adversely from those
expressed in any forward-looking statements. Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in the Companys Annual Report on Form
10-K for the year ended December 31, 2005 under the section entitled Risk Factors. The Company
undertakes no obligation to revise or update publicly any forward-looking statements for any
reason.
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
DYNAMICS RESEARCH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(unaudited) |
|
|
(audited) |
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
584 |
|
|
$ |
1,020 |
|
Accounts receivable, net of allowances of $615 at
September 30, 2006 and $588 at December 31, 2005 |
|
|
35,372 |
|
|
|
32,894 |
|
Unbilled expenditures and fees on contracts in process |
|
|
41,070 |
|
|
|
60,210 |
|
Prepaid expenses and other current assets |
|
|
2,308 |
|
|
|
1,483 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
79,334 |
|
|
|
95,607 |
|
|
|
|
|
|
|
|
Noncurrent assets |
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
11,869 |
|
|
|
12,252 |
|
Goodwill |
|
|
63,055 |
|
|
|
63,055 |
|
Intangible assets, net |
|
|
6,373 |
|
|
|
8,480 |
|
Other noncurrent assets |
|
|
7,046 |
|
|
|
8,359 |
|
|
|
|
|
|
|
|
Total noncurrent assets |
|
|
88,343 |
|
|
|
92,146 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
167,677 |
|
|
$ |
187,753 |
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
|
|
|
$ |
10,170 |
|
Accounts payable |
|
|
20,268 |
|
|
|
25,668 |
|
Deferred taxes |
|
|
12,420 |
|
|
|
19,825 |
|
Accrued compensation and employee benefits |
|
|
15,094 |
|
|
|
18,761 |
|
Other accrued expenses |
|
|
3,741 |
|
|
|
6,392 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
51,523 |
|
|
|
80,816 |
|
|
|
|
|
|
|
|
Long-term liabilities |
|
|
|
|
|
|
|
|
Long-term debt, less current portion |
|
|
21,692 |
|
|
|
15,242 |
|
Other long-term liabilities |
|
|
14,524 |
|
|
|
17,508 |
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
36,216 |
|
|
|
32,750 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
87,739 |
|
|
|
113,566 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
|
|
|
|
|
|
Preferred stock, $0.10 par value; 5,000,000 shares
authorized; no shares issued and outstanding |
|
|
|
|
|
|
|
|
Common stock, $0.10 par value; 30,000,000 shares
authorized; 9,286,350 and 9,096,893 shares issued and
outstanding at September 30, 2006 and December 31, 2005,
respectively |
|
|
929 |
|
|
|
910 |
|
Capital in excess of par value |
|
|
46,882 |
|
|
|
45,571 |
|
Unearned compensation |
|
|
|
|
|
|
(1,850 |
) |
Accumulated other comprehensive loss |
|
|
(10,768 |
) |
|
|
(10,768 |
) |
Retained earnings |
|
|
42,895 |
|
|
|
40,324 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
79,938 |
|
|
|
74,187 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
167,677 |
|
|
$ |
187,753 |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these condensed consolidated
financial statements.
3
DYNAMICS RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Contract revenue |
|
$ |
61,547 |
|
|
$ |
77,334 |
|
|
$ |
194,026 |
|
|
$ |
223,712 |
|
Product sales |
|
|
1,614 |
|
|
|
1,779 |
|
|
|
4,626 |
|
|
|
5,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
63,161 |
|
|
|
79,113 |
|
|
|
198,652 |
|
|
|
228,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of contract revenue |
|
|
53,756 |
|
|
|
64,174 |
|
|
|
169,054 |
|
|
|
187,927 |
|
Cost of product sales |
|
|
1,217 |
|
|
|
1,242 |
|
|
|
3,771 |
|
|
|
3,948 |
|
Selling, general and administrative expenses |
|
|
5,559 |
|
|
|
6,722 |
|
|
|
18,228 |
|
|
|
19,429 |
|
Amortization of intangible assets |
|
|
702 |
|
|
|
760 |
|
|
|
2,107 |
|
|
|
2,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs and expenses |
|
|
61,234 |
|
|
|
72,898 |
|
|
|
193,160 |
|
|
|
213,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
1,927 |
|
|
|
6,215 |
|
|
|
5,492 |
|
|
|
15,260 |
|
Interest expense, net |
|
|
(558 |
) |
|
|
(1,061 |
) |
|
|
(1,693 |
) |
|
|
(3,193 |
) |
Other income |
|
|
78 |
|
|
|
119 |
|
|
|
429 |
|
|
|
2,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before provision for income taxes |
|
|
1,447 |
|
|
|
5,273 |
|
|
|
4,228 |
|
|
|
14,288 |
|
Provision for income taxes |
|
|
526 |
|
|
|
2,136 |
|
|
|
1,741 |
|
|
|
5,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of accounting
change |
|
|
921 |
|
|
|
3,137 |
|
|
|
2,487 |
|
|
|
8,501 |
|
Cumulative benefit of accounting change, net
of income taxes of $62 |
|
|
|
|
|
|
|
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
921 |
|
|
$ |
3,137 |
|
|
$ |
2,571 |
|
|
$ |
8,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of
accounting change |
|
$ |
0.10 |
|
|
$ |
0.35 |
|
|
$ |
0.27 |
|
|
$ |
0.97 |
|
Cumulative benefit of accounting change |
|
|
|
|
|
|
|
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.10 |
|
|
$ |
0.35 |
|
|
$ |
0.28 |
|
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of
accounting change |
|
$ |
0.10 |
|
|
$ |
0.34 |
|
|
$ |
0.26 |
|
|
$ |
0.92 |
|
Cumulative benefit of accounting change |
|
|
|
|
|
|
|
|
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
0.10 |
|
|
$ |
0.34 |
|
|
$ |
0.27 |
|
|
$ |
0.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
9,133,552 |
|
|
|
8,846,245 |
|
|
|
9,079,601 |
|
|
|
8,761,800 |
|
Diluted |
|
|
9,395,360 |
|
|
|
9,264,137 |
|
|
|
9,424,170 |
|
|
|
9,208,054 |
|
The
accompanying notes are an integral part of these unaudited condensed consolidated
financial statements.
4
DYNAMICS RESEARCH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,571 |
|
|
$ |
8,501 |
|
Adjustments to reconcile net cash provided by operating activities
Depreciation |
|
|
2,425 |
|
|
|
2,823 |
|
Amortization of intangible assets |
|
|
2,107 |
|
|
|
2,279 |
|
Stock compensation expense, including cumulative effect of accounting change |
|
|
1,632 |
|
|
|
621 |
|
Non-cash interest expense |
|
|
166 |
|
|
|
98 |
|
Amortization of deferred gain on sale of building |
|
|
(507 |
) |
|
|
|
|
Income from equity interest |
|
|
(169 |
) |
|
|
(140 |
) |
Tax benefit from stock options exercised |
|
|
|
|
|
|
457 |
|
Deferred income taxes |
|
|
(6,866 |
) |
|
|
1,135 |
|
Gain on sale of investments and long-lived assets, net |
|
|
(193 |
) |
|
|
(2,001 |
) |
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(2,478 |
) |
|
|
9,058 |
|
Unbilled expenditures and fees on contracts in process |
|
|
19,888 |
|
|
|
(16,887 |
) |
Prepaid expenses and other current assets |
|
|
(825 |
) |
|
|
3,993 |
|
Accounts payable |
|
|
(5,400 |
) |
|
|
6,707 |
|
Accrued payroll and employee benefits |
|
|
(3,667 |
) |
|
|
(4,944 |
) |
Other accrued expenses |
|
|
(2,835 |
) |
|
|
131 |
|
Other long-term liabilities |
|
|
(2,477 |
) |
|
|
(3,574 |
) |
|
|
|
|
|
|
|
Net cash provided by continuing operations |
|
|
3,372 |
|
|
|
8,257 |
|
Net cash used in discontinued operations |
|
|
|
|
|
|
(422 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
3,372 |
|
|
|
7,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Additions to property, plant and equipment |
|
|
(2,063 |
) |
|
|
(3,373 |
) |
Purchase of business |
|
|
|
|
|
|
(128 |
) |
Proceeds from sale of investments and long-lived assets |
|
|
214 |
|
|
|
2,002 |
|
Dividends from equity investment |
|
|
155 |
|
|
|
60 |
|
Increase in other assets |
|
|
(44 |
) |
|
|
(156 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(1,738 |
) |
|
|
(1,595 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
Net borrowings (repayments) under revolving credit agreement |
|
|
21,692 |
|
|
|
(2,111 |
) |
Principal payments under loan agreements |
|
|
(25,412 |
) |
|
|
(6,268 |
) |
Proceeds from the exercise of stock options and issuance of common stock |
|
|
1,574 |
|
|
|
2,853 |
|
Tax benefit from stock options exercised |
|
|
158 |
|
|
|
|
|
Payments on deferred financing costs |
|
|
(82 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(2,070 |
) |
|
|
(5,526 |
) |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(436 |
) |
|
|
714 |
|
Cash and cash equivalents, beginning of period |
|
|
1,020 |
|
|
|
925 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
584 |
|
|
$ |
1,639 |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these unaudited condensed consolidated
financial statements.
5
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
NOTE 1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of Dynamics Research Corporation
(DRC or the Company) and its subsidiaries included herein, have been prepared in accordance
with accounting principles generally accepted in the United States of America. Effective January 1,
2005, the Company operates through the parent corporation and its wholly owned subsidiaries, HJ
Ford Associates, Inc. (HJ Ford) and DRC International Corporation.
The Company, through HJ Ford, has a 40% ownership interest in HMRTech, LLC
(HMRTech), a small disadvantaged business as defined by the Small Business
Administration of the United States Government. The Company, also through HJ Ford, has a 40%
ownership interest in HMRTech/HJ Ford SBA JV, LLC (HMRTech/HJ Ford SBA JV),
a joint venture formed with HMRTech. The ownership interests are accounted for using
the equity method and reported as a component of other noncurrent assets captioned as Equity
Investments in the Companys Condensed Consolidated Balance Sheets.
In the opinion of management, all material adjustments that are of a normal and recurring
nature necessary for a fair presentation of the results for the periods presented have been
reflected. All material intercompany transactions and balances have been eliminated in
consolidation. The results of the three and nine months ended September 30, 2006 may not be
indicative of the results that may be expected for the year ending December 31, 2006. The
accompanying financial information should be read in conjunction with the consolidated financial
statements and notes thereto contained in the Companys Annual Report on Form 10-K, filed with the
United States Securities and Exchange Commission for the year ended December 31, 2005.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106 and 132(R) (SFAS
158). SFAS 158 requires an employer that sponsors one or more single-employer defined benefit
plans to (a) recognize the overfunded or underfunded status of a benefit plan in its
statement of financial position, (b) recognize as a component of other comprehensive income, net of
tax, the gains or losses and prior service costs or credits that arise during the period but are
not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, Employers
Accounting for Pensions, or SFAS No. 106, Employers Accounting for Postretirement Benefits Other
Than Pensions, (c) measure defined benefit plan assets and obligations as of the date of the
employers fiscal year-end, and (d) disclose in the notes to financial statements additional
information about certain effects on net periodic benefit cost for the next fiscal year that arise
from delayed recognition of the gains or losses, prior service costs or credits, and transition
asset or obligation. SFAS 158 is effective for the Companys fiscal year ending December 31, 2006.
The Company does not expect the adoption of SFAS 158 to have a material impact on its financial
statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS
157 clarifies the principle that fair value should be based on the assumptions market participants
would use when pricing an asset or liability and establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. Under the standard, fair value
measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is
effective for the Companys fiscal year beginning January 1, 2007, with early adoption permitted.
The Company does not expect the adoption of SFAS 157 to have a material impact on its financial
statements.
In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides interpretive
guidance on how the effects of the carryover or reversal of prior year misstatements should be
considered in quantifying a current year misstatement. The SEC staff believes that registrants
should quantify errors using both a balance sheet and an income statement approach and evaluate
whether either approach results in quantifying a misstatement that, when all relevant quantitative
and
6
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
qualitative factors are considered, is material. SAB 108 is effective for the Companys fiscal
year ending December 31, 2006, with early application encouraged. The Company does not expect the
adoption of SAB 108 to have a material impact on its financial statements.
In July 2006, the FASB issued Financial Accounting Standards Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 sets standards for the accounting
for uncertainty in income taxes recognized in an enterprises financial statements in accordance
with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition
threshold and measurement attributable for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on
accounting for tax liability derecognition, classification, interest and penalty recognition,
accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company is currently analyzing the effects FIN 48 may have
on its financial statements.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS
123R), which requires the measurement and recognition of compensation expense based on estimated
fair value for all share-based payment awards including stock options, employee stock purchases
under employee stock purchase plans, non-vested share awards (restricted stock) and stock
appreciation rights. SFAS 123R supersedes the Companys previous accounting under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). In March
2005, the SEC issued Staff Accounting Bulletin No. 107, which provided the Staffs views regarding
implementation issues related to SFAS 123R.
The Company adopted the provisions of SFAS 123R using the modified prospective transition
method beginning January 1, 2006, the first day of the first quarter of fiscal 2006. In accordance
with that transition method, the Company has not restated prior periods for the effect of
compensation expense calculated under SFAS 123R. The Company has continued to use the Black-Scholes
option-pricing model as the most appropriate method for determining the estimated fair value of all
applicable awards. Compensation expense for all share-based equity awards is being recognized on a
straight-line basis over the vesting period of the award. The adoption of SFAS 123R also requires
additional accounting related to income taxes and earnings per share as well as additional
disclosure related to the cash flow effects resulting from share-based compensation. The adoption
of SFAS 123R had an unfavorable pre-tax impact of $711, net of a pre-tax cumulative benefit of
accounting change of $146, on the Companys condensed consolidated financial statements for the
nine months ended September 30, 2006.
NOTE 3. SHAREHOLDERS EQUITY
Earnings Per Share
Basic earnings per share are computed by dividing net income by the weighted average number of
shares of common stock outstanding during the period. For periods in which there is net income,
diluted earnings per share is determined by using the weighted average number of common and
dilutive common equivalent shares outstanding during the period.
Restricted shares of common stock that vest based on the satisfaction of certain conditions
are treated as contingently issuable shares until the conditions are satisfied. These shares are
excluded from the basic earnings per share calculation and included in the diluted earnings per
share calculation.
Due to their antidilutive effect, approximately 95,000 and 100,300 options to purchase common
stock were excluded from the calculation of diluted earnings per share for the three months ended
September 30, 2006 and 2005, respectively. Approximately 83,500 and 73,800 options to purchase
common stock were excluded from the calculation of diluted earnings per share for the nine months
ended September 30, 2006 and 2005, respectively. However, these options could become dilutive in
future periods.
7
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
The following table illustrates the reconciliation of the weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Weighted average shares outstanding Basic |
|
|
9,133,552 |
|
|
|
8,846,245 |
|
|
|
9,079,601 |
|
|
|
8,761,800 |
|
Dilutive effect of stock options and restricted stock grants |
|
|
261,808 |
|
|
|
417,892 |
|
|
|
344,569 |
|
|
|
446,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Diluted |
|
|
9,395,360 |
|
|
|
9,264,137 |
|
|
|
9,424,170 |
|
|
|
9,208,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
The components of comprehensive income (net of tax) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income |
|
$ |
921 |
|
|
$ |
3,137 |
|
|
$ |
2,571 |
|
|
$ |
8,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gain (loss) on investments
available for sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(324 |
) |
Reclassification adjustment of realized gain
included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,211 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,535 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
921 |
|
|
$ |
3,137 |
|
|
$ |
2,571 |
|
|
$ |
6,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 4. SHARE-BASED COMPENSATION
Effective January 1, 2006, the Company adopted the provisions of SFAS 123R which require the
measurement and recognition of compensation expense for all share-based payment awards made to our
employees and directors including employee stock option awards, employee stock purchases made under
our Employee Stock Purchase Plan (ESPP) and restricted stock awards based on estimated fair
values. The Company previously applied the provisions of APB No. 25 and related Interpretations and
provided the required pro forma disclosures under SFAS 123, Accounting for Stock-Based
Compensation (SFAS 123). The unearned compensation balance of $1,850 as of December 31, 2005,
which was accounted for under APB 25, was reclassified into capital in excess of par value upon
adoption of SFAS 123R.
At the Annual Meeting of Shareholders held on May 23, 2006, the Companys shareholders
approved an increase in the number of shares of common stock available for issuance under the ESPP
by 500,000 shares to a total of 1,300,000 shares.
Pro forma Information for Periods Prior to the Adoption of SFAS 123R
Prior to the adoption of SFAS 123R, the Company provided the disclosures required under SFAS
123, as amended by SFAS No. 148, Accounting for Stock-Based Compensation Transition and
Disclosures. Forfeitures of awards were recognized as they occurred. The pro forma information
for the three and nine months ended September 30, 2005 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2005 |
|
Net income, as reported |
|
$ |
3,137 |
|
|
$ |
8,501 |
|
Add: Share-based employee compensation
expense included in reported net
income, net of related tax effects |
|
|
121 |
|
|
|
406 |
|
Deduct: Total share-based employee
compensation expense determined under
the fair value based method for all
awards, net of related tax effects |
|
|
(256 |
) |
|
|
(963 |
) |
|
|
|
|
|
|
|
Pro forma net income |
|
$ |
3,002 |
|
|
$ |
7,944 |
|
|
|
|
|
|
|
|
8
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
|
Ended |
|
Ended |
|
|
September 30, |
|
September 30, |
|
|
2005 |
|
2005 |
Earnings per common share: |
|
|
|
|
|
|
|
|
As reported: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.35 |
|
|
$ |
0.97 |
|
Diluted |
|
$ |
0.34 |
|
|
$ |
0.92 |
|
Pro forma: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.34 |
|
|
$ |
0.91 |
|
Diluted |
|
$ |
0.32 |
|
|
$ |
0.86 |
|
Impact of the Adoption of SFAS 123R
The Company adopted SFAS 123R using the modified prospective transition method beginning
January 1, 2006. Accordingly, during the nine months ended September 30, 2006, the Company recorded
share-based compensation expense for awards granted prior to but not yet vested as of January 1,
2006 as if the fair value method required for pro forma disclosure under SFAS 123 were in effect
for expense recognition purposes adjusted for estimated forfeitures. During the first quarter of
2006, the Company recorded a pre-tax cumulative benefit of accounting change of $146 related to
estimating forfeitures for restricted stock awards that were unvested as of January 1, 2006. For
share-based awards granted after January 1, 2006, the Company recognized compensation expense based
on the estimated grant date fair value method required under SFAS 123R. For all awards the Company
has recognized compensation expense using a straight-line amortization method. As SFAS 123R
requires that share-based compensation expense be based on awards that ultimately vest, estimated
share-based compensation for the three and nine months ended September 30, 2006 has been reduced
for estimated forfeitures.
The impact on the Companys operating income, net income and earnings per share from the
adoption of SFAS 123R for the three and nine months ended September 30, 2006 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2006 |
|
Stock options |
|
$ |
181 |
|
|
$ |
538 |
|
ESPP |
|
|
94 |
|
|
|
319 |
|
|
|
|
|
|
|
|
Impact on operating income |
|
|
275 |
|
|
|
857 |
|
Cumulative effect of accounting change |
|
|
|
|
|
|
(146 |
) |
|
|
|
|
|
|
|
Impact after cumulative effect of accounting change |
|
$ |
275 |
|
|
$ |
711 |
|
|
|
|
|
|
|
|
Impact on net income |
|
$ |
(233 |
) |
|
$ |
(548 |
) |
Impact on earnings per common share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.03 |
) |
|
$ |
(0.06 |
) |
Diluted |
|
$ |
(0.02 |
) |
|
$ |
(0.06 |
) |
Total share-based compensation recorded in the Condensed Consolidated Statements of Operations
for the three and nine months ended September 30, 2006 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2006 |
|
Cost of products and services |
|
$ |
297 |
|
|
$ |
897 |
|
Selling, general and administrative |
|
|
303 |
|
|
|
881 |
|
Cumulative effect of accounting change |
|
|
|
|
|
|
(146 |
) |
|
|
|
|
|
|
|
Total share-based compensation expense |
|
$ |
600 |
|
|
$ |
1,632 |
|
|
|
|
|
|
|
|
9
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
Valuation Assumptions
The fair value of share-based awards for employee stock option awards and employee stock
purchases made under the ESPP was estimated using the Black-Scholes option pricing model. The
following weighted average assumptions were used during the three and nine months ended September
30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2006 (1) |
|
2005 (1) |
|
2006 (1) |
|
2005 |
Stock Options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.87 |
% |
Dividend yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volatility |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66.38 |
% |
Expected life in years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.5 |
|
ESPP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
4.99 |
% |
|
|
3.48 |
% |
|
|
4.77 |
% |
|
|
2.68 |
% |
Dividend yield |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volatility |
|
|
21.37 |
% |
|
|
34.40 |
% |
|
|
27.14 |
% |
|
|
32.77 |
% |
Expected life in months |
|
|
3.0 |
|
|
|
3.0 |
|
|
|
3.0 |
|
|
|
3.0 |
|
|
|
|
(1) |
|
During the three months ended September 30, 2006 and 2005 and the nine months ended September
30, 2006, the Company did not grant any stock option awards. |
Share-Based Payment Award Activity
The following table summarizes equity share-based payment award activity for the three and
nine months ended September 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options |
|
|
Restricted Stock |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
Awards |
|
|
Average |
|
|
Awards |
|
|
Average |
|
|
|
Outstanding |
|
|
Exercise Price |
|
|
Outstanding |
|
|
Fair Value |
|
Balance at June 30, 2006 |
|
|
1,159,775 |
|
|
$ |
8.47 |
|
|
|
232,971 |
|
|
$ |
13.14 |
|
Granted |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
Exercised/Vested |
|
|
(6,729 |
) |
|
$ |
8.45 |
|
|
|
(4,526 |
) |
|
$ |
15.88 |
|
Cancelled |
|
|
(3,851 |
) |
|
$ |
18.09 |
|
|
|
(4,997 |
) |
|
$ |
15.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2006 |
|
|
1,149,195 |
|
|
$ |
8.44 |
|
|
|
223,448 |
|
|
$ |
13.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
|
|
1,239,393 |
|
|
$ |
8.49 |
|
|
|
221,816 |
|
|
$ |
13.60 |
|
Granted |
|
|
|
|
|
$ |
|
|
|
|
69,900 |
|
|
$ |
14.30 |
|
Exercised/Vested |
|
|
(50,297 |
) |
|
$ |
6.97 |
|
|
|
(46,933 |
) |
|
$ |
16.89 |
|
Cancelled |
|
|
(39,901 |
) |
|
$ |
12.46 |
|
|
|
(21,335 |
) |
|
$ |
14.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2006 |
|
|
1,149,195 |
|
|
$ |
8.44 |
|
|
|
223,448 |
|
|
$ |
13.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2005 |
|
|
1,376,113 |
|
|
$ |
8.76 |
|
|
|
222,719 |
|
|
$ |
13.75 |
|
Granted |
|
|
|
|
|
$ |
|
|
|
|
18,280 |
|
|
$ |
15.62 |
|
Exercised/Vested |
|
|
(109,870 |
) |
|
$ |
9.96 |
|
|
|
|
|
|
$ |
|
|
Cancelled |
|
|
(14,517 |
) |
|
$ |
18.47 |
|
|
|
(15,717 |
) |
|
$ |
18.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2005 |
|
|
1,251,726 |
|
|
$ |
8.54 |
|
|
|
225,282 |
|
|
$ |
13.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004 |
|
|
1,499,105 |
|
|
$ |
8.71 |
|
|
|
192,408 |
|
|
$ |
12.90 |
|
Granted |
|
|
15,000 |
|
|
$ |
18.57 |
|
|
|
109,080 |
|
|
$ |
16.41 |
|
Exercised/Vested |
|
|
(163,241 |
) |
|
$ |
9.25 |
|
|
|
(36,836 |
) |
|
$ |
16.16 |
|
Cancelled |
|
|
(99,138 |
) |
|
$ |
11.90 |
|
|
|
(39,370 |
) |
|
$ |
16.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2005 |
|
|
1,251,726 |
|
|
$ |
8.54 |
|
|
|
225,282 |
|
|
$ |
13.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
Cash proceeds received, the intrinsic value and the total tax benefits realized resulting from
option exercises was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Nine Months |
|
|
Ended |
|
Ended |
|
|
September 30, |
|
September 30, |
|
|
2006 |
|
2006 |
Amounts realized or received from stock option exercises: |
|
|
|
|
|
|
|
|
Cash proceeds received |
|
$ |
57 |
|
|
$ |
350 |
|
Intrinsic value realized |
|
$ |
31 |
|
|
$ |
203 |
|
Income tax benefit realized |
|
$ |
|
|
|
$ |
138 |
|
For the nine months ended September 30, 2006, the total tax benefit realized from exercised
stock options and ESPP was $158, which was reported as a financing cash inflow in the accompanying
Condensed Consolidated Statement of Cash Flows. As of September 30, 2006, the total unrecognized
compensation cost related to stock options was $1,189, which is expected to be recognized over a
weighted-average period of 0.9 years.
The weighted average grant date fair value of restricted stock awards, as determined under
SFAS 123R, granted during the nine months ended September 30, 2006 was $14.30. The total fair value
of restricted shares vested during the three and nine months ended September 30, 2006 was $72 and
$793, respectively. As of September 30, 2006, the total unrecognized compensation cost related to
restricted stock awards was $1,857, which is expected to be amortized over a weighted-average
period of 1.0 years.
Information regarding outstanding and exercisable stock options as of September 30, 2006, is
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
|
|
Range of |
|
Number |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
|
Number |
|
|
Exercise |
|
|
Contractual |
|
|
Intrinsic |
|
Exercise Prices |
|
of Options |
|
|
Price |
|
|
Life |
|
|
Value |
|
|
of Options |
|
|
Price |
|
|
Life |
|
|
Value |
|
$3.13 $7.50 |
|
|
344,060 |
|
|
$ |
5.08 |
|
|
|
2.96 |
|
|
$ |
1,676 |
|
|
|
344,060 |
|
|
$ |
5.08 |
|
|
|
2.96 |
|
|
$ |
1,676 |
|
$7.51 $13.68 |
|
|
721,609 |
|
|
$ |
8.90 |
|
|
|
4.52 |
|
|
|
784 |
|
|
|
181,609 |
|
|
$ |
8.80 |
|
|
|
4.06 |
|
|
|
238 |
|
$13.69 $18.60 |
|
|
63,526 |
|
|
$ |
17.10 |
|
|
|
6.68 |
|
|
|
|
|
|
|
41,191 |
|
|
$ |
17.69 |
|
|
|
5.94 |
|
|
|
|
|
$18.61 $24.50 |
|
|
20,000 |
|
|
$ |
21.83 |
|
|
|
4.10 |
|
|
|
|
|
|
|
20,000 |
|
|
$ |
21.83 |
|
|
|
4.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,149,195 |
|
|
$ |
8.44 |
|
|
|
4.16 |
|
|
$ |
2,460 |
|
|
|
586,860 |
|
|
$ |
7.69 |
|
|
|
3.55 |
|
|
$ |
1,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 5. SUPPLEMENTAL BALANCE SHEET INFORMATION
The composition of selected balance sheet accounts is as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Property, plant and equipment, net: |
|
|
|
|
|
|
|
|
Machinery and equipment |
|
$ |
32,394 |
|
|
$ |
31,307 |
|
Leasehold improvements |
|
|
1,917 |
|
|
|
1,011 |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
34,311 |
|
|
|
32,318 |
|
Less accumulated depreciation |
|
|
(22,442 |
) |
|
|
(20,066 |
) |
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
$ |
11,869 |
|
|
$ |
12,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other noncurrent assets: |
|
|
|
|
|
|
|
|
Deferred tax asset |
|
$ |
3,377 |
|
|
$ |
3,916 |
|
Unbilled expenditures and fees on contracts in process |
|
|
801 |
|
|
|
1,549 |
|
Equity investments |
|
|
733 |
|
|
|
719 |
|
Other |
|
|
2,135 |
|
|
|
2,175 |
|
|
|
|
|
|
|
|
Other noncurrent assets |
|
$ |
7,046 |
|
|
$ |
8,359 |
|
|
|
|
|
|
|
|
11
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Accrued compensation and employee benefits: |
|
|
|
|
|
|
|
|
Accrued pension liability |
|
$ |
2,000 |
|
|
$ |
5,818 |
|
Accrued vacation |
|
|
4,819 |
|
|
|
4,705 |
|
Other |
|
|
8,275 |
|
|
|
8,238 |
|
|
|
|
|
|
|
|
Accrued compensation and employee benefits |
|
$ |
15,094 |
|
|
$ |
18,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other accrued expenses: |
|
|
|
|
|
|
|
|
Accrued income taxes |
|
$ |
|
|
|
$ |
2,433 |
|
Other |
|
|
3,741 |
|
|
|
3,959 |
|
|
|
|
|
|
|
|
Other accrued expenses |
|
$ |
3,741 |
|
|
$ |
6,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities: |
|
|
|
|
|
|
|
|
Deferred gain on sale of building |
|
$ |
5,577 |
|
|
$ |
6,158 |
|
Accrued pension liability |
|
|
4,466 |
|
|
|
5,328 |
|
Other |
|
|
4,481 |
|
|
|
6,022 |
|
|
|
|
|
|
|
|
Other long-term liabilities |
|
$ |
14,524 |
|
|
$ |
17,508 |
|
|
|
|
|
|
|
|
NOTE 6. INVESTMENT AVAILABLE FOR SALE
At December 31, 2005, 74,724 Lucent Technologies (Lucent) shares were held in escrow for
indemnification related to Lucents 2004 acquisition of Telica, Inc., which the Company obtained an
ownership interest in prior to Lucents acquisition. Prior to the acquisition of Telica by Lucent,
the Company carried the Telica shares at $0, as there was no readily determinable market value for
them. During the first quarter of 2006, the shares held in escrow were released to the Company. The
Company subsequently sold all of the shares during the first quarter of 2006 and realized a gain of
$211 included in Other Income in the Companys Condensed Consolidated Statement of Operations.
On June 27, 2005, the Company sold 672,518 Lucent shares for $2.0 million, net of
transaction costs, realizing a pretax gain on the sale of $2.0 million. The gain on the
sale of the Lucent shares is included in Other Income in the Companys Condensed
Consolidated Statements of Operations for the nine months ended September 30, 2005.
NOTE 7. GOODWILL AND INTANGIBLE ASSETS
Components of the Companys identifiable intangible assets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
|
December 31, 2005 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Accumulated |
|
|
|
Cost |
|
|
Amortization |
|
|
Cost |
|
|
Amortization |
|
Customer relationships |
|
$ |
12,800 |
|
|
$ |
(6,427 |
) |
|
$ |
14,200 |
|
|
$ |
(5,720 |
) |
Non-competition agreements |
|
|
|
|
|
|
|
|
|
|
1,740 |
|
|
|
(1,740 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,800 |
|
|
$ |
(6,427 |
) |
|
$ |
15,940 |
|
|
$ |
(7,460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
During the first quarter of 2006, the Company reduced the cost basis and related accumulated
amortization of fully amortized intangible assets by $3,140. The Company recorded amortization
expense for its identifiable intangible assets of $702 and $760 for the three months September 30,
2006 and 2005, respectively, and $2,107 and $2,279, respectively, for the nine months then ended.
Amortization expense on the Companys identifiable intangible assets for their remaining useful
lives is as follows:
|
|
|
|
|
Remainder of 2006 |
|
$ |
702 |
|
2007 |
|
$ |
2,602 |
|
2008 |
|
$ |
2,038 |
|
2009 |
|
$ |
1,031 |
|
12
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
There were no changes in the carrying amount of goodwill for the three or nine months ended
September 30, 2006. The carrying amount of goodwill of $63,055 at September 30, 2006 and December
31, 2005 was included in the Systems and Services segment. The Company will complete its annual
assessment of goodwill for possible impairment during the fourth quarter.
NOTE 8. INCOME TAXES
For the nine months ended September 30, 2006, the effective income tax rate was approximately
41.2% compared to 40.5% for the year ended December 31, 2005. The increase in the 2006 tax rate
reflects the implementation of SFAS 123R for certain stock awards and effect of permanent
difference due to a lower profit before tax balance partially offset by a lower overall state
effective tax rate due to the recently implemented State of Ohio Commercial Activity Tax and
realization in the three months ended September 30, 2006 of $0.1 million in favorable state income
tax audits and a reduction in overall effective state tax rate.
Deferred taxes on unbilled receivables totaled approximately $11 million at September 30, 2006
compared to $19 million at December 31, 2005. The decrease in deferred taxes resulted from a
reduction in tax deferred unbilled costs and fees and tax payments related to the Companys
settlement of its 2002 and 2003 income tax audits. The Company paid $10.8 million in income taxes
in the first nine months of 2006 and currently anticipates additional income tax payments of $3.2
million in the fourth quarter of 2006. The Internal Revenue Service (IRS) also has initiated an
audit of the Companys 2004 income tax return. The IRS continues to challenge the deferral of
income for tax purposes related to the Companys unbilled receivables including the applicability
of a Letter Ruling issued by the IRS to the Company in January 1976 which granted to the Company
deferred tax treatment of its unbilled receivables. The Company has requested and the IRS has
agreed to allow this issue to be elevated to the IRS National Office for determination. While the
outcome of the audit is not expected to be known for several months and remains uncertain, the
Company may incur interest expense, the Companys deferred tax liabilities may be reduced and
income tax payments may be increased substantially in future periods.
NOTE 9. DEFINED BENEFIT PENSION PLAN
The components of net periodic benefit cost for the Companys defined benefit pension plan are
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Interest cost |
|
$ |
1,002 |
|
|
$ |
959 |
|
|
$ |
3,006 |
|
|
$ |
2,953 |
|
Expected return on plan assets |
|
|
(1,262 |
) |
|
|
(1,139 |
) |
|
|
(3,786 |
) |
|
|
(3,305 |
) |
Recognized actuarial loss |
|
|
440 |
|
|
|
334 |
|
|
|
1,320 |
|
|
|
1,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
180 |
|
|
$ |
154 |
|
|
$ |
540 |
|
|
$ |
775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys defined benefit pension plan is frozen. No credit is earned for current service
and no new participants are eligible to enter the plan; accordingly, the net periodic benefit costs
do not include any charges for service cost. During the third quarter of 2006 and 2005, the Company
made a contribution of $5,220 and $6,191, respectively, to fund its pension plan. Total
contributions made through the nine months ended September 30, 2006 and 2005 were $5,220 and
$8,084, respectively.
NOTE 10. FINANCING ARRANGEMENTS
On September 29, 2006, the Company entered into a revolving credit facility (the 2006
facility) with a bank group to amend and restate the then existing credit facility entered into on
September 1, 2004 (as amended, the 2004 facility). The 2006 facility provides for a $50 million,
three-year revolving credit agreement (the revolver) for working capital needs. The bank group,
led by Brown Brothers Harriman & Co. as a lender and as administrative agent, also includes TD
Banknorth, N.A. and Bank of America, N.A.
13
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
The outstanding balances on the 2004 facility, which consisted of an acquisition term loan
balance of $17.2 million and a revolving credit facility balance of $4.5 million, were paid off and
re-borrowed under the revolver as part of the 2006 facility. The fee on the unused portion of the
revolver ranges from 0.25% to 0.50% per annum, depending on the Companys leverage ratio, and is
payable quarterly in arrears. The Company has the option of selecting an annual interest rate for
the revolver equal to either: (a) the then applicable LIBOR rate plus 1.50% to 2.50% per annum,
depending on the Companys most recently reported leverage ratio; or (b) the Base Rate. The Base
Rate means the higher of the base rate as announced from time to time by Brown Brothers Harriman &
Co. or the Federal Funds Effective Rate plus one-half percent (.50%) per annum. For those portions
of the revolver accruing at the LIBOR rate, the Company has the option of selecting interest
periods of 30, 60, 90 or 180 days. The revolver has a three year term and matures on September 29,
2009.
On an ongoing basis, the 2006 facility requires the Company to meet certain financial
covenants, including maintaining a minimum net worth and certain cash flow and debt coverage
ratios. The covenants also limit the Companys ability to incur additional debt, pay dividends,
purchase capital assets, sell or dispose of assets, make additional acquisitions or investments, or
enter into new leases, among other restrictions. In addition, the 2006 facility provides that the
bank group may accelerate payment of all unpaid principal and all accrued and unpaid interest under
the 2006 facility, upon the occurrence and continuance of certain events of default, including,
among others, the following:
|
|
|
Any failure by the Company and its subsidiaries to make any payment of principal, interest and other sums
due under the 2006 facility within three (3) calendar days of the date when the payment is due; |
|
|
|
|
Any breach by the Company or any of its subsidiaries of certain covenants, representations and warranties; |
|
|
|
|
Any default and acceleration of any indebtedness owed by the Company or any of its subsidiaries to any
person (other than the bank group) which is in excess of $1,000,000; |
|
|
|
|
Any final judgment against the Company or any of its subsidiaries in excess of $1,000,000 which has not
been insured to the reasonable satisfaction of Brown Brothers Harriman & Co. as administrative agent; |
|
|
|
|
Any bankruptcy (voluntary or involuntary) of the Company or any of its subsidiaries; |
|
|
|
|
Any material adverse change in the business or financial condition of the Company and its subsidiaries; or |
|
|
|
|
A change in control of the Company, as described in the 2006 facility. |
The Companys outstanding debt at September 30, 2006 was $21,692 which consisted of net
borrowings against the revolver for general corporate purposes. The interest rate was 8.25%, based
on the base rate option elected on September 30, 2006. Borrowings under the revolver have been
classified as a non-current liability in accordance with the provisions of Emerging Issues Task
Force Issue No. 95-22. The Companys outstanding debt for December 31, 2005 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
Interest |
|
|
|
|
|
|
Principal |
|
|
Rate |
|
|
Interest Rate Option and Election Date |
|
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition term loan |
|
$ |
23,100 |
|
|
|
6.17 |
% |
|
180-day LIBOR rate option elected on August 1, 2005 |
Acquisition term loan |
|
|
2,312 |
|
|
|
7.25 |
% |
|
Base Rate option elected on December 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt |
|
|
25,412 |
|
|
|
|
|
|
|
|
|
Less: Current portion of long-term debt |
|
|
(10,170 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
$ |
15,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 11. BUSINESS SEGMENT, MAJOR CUSTOMERS AND RELATED PARTY INFORMATION
Business Segment
The Company has two reportable business segments: Systems and Services, and Metrigraphics.
The Systems and Services segment provides technical, engineering and information technology
services to government customers. The segment is comprised of three operating groups that provide
similar services and solutions and are subject to similar regulations. These services and solutions
include design, development, operation and maintenance of business intelligence systems, business
transformation services, defense program acquisition
14
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
management services, training and performance support systems and services, automated case
management systems and IT infrastructure services.
The Metrigraphics segment develops and builds components for original equipment manufacturers
in the computer peripheral device, medical electronics, telecommunications and other industries,
with the focus on the custom design and manufacture of miniature electronic parts that are intended
to meet high precision requirements through the use of electroforming, thin film deposition and
photolithography technologies.
The Company evaluates performance and allocates resources based on operating income. The
operating income for each segment includes amortization of intangible assets and selling,
engineering and administrative expenses directly attributable to the segment. All corporate
operating expenses are allocated between the segments based on segment revenues, including
depreciation. However, depreciation related to corporate assets that is subsequently allocated to
the segment operating results is included in the table below. Sales between segments represent less
than 1% of total revenue and are accounted for at cost.
Results of operations information for the Companys business are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues from external customers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and Services |
|
$ |
61,547 |
|
|
$ |
77,334 |
|
|
$ |
194,026 |
|
|
$ |
223,712 |
|
Metrigraphics |
|
|
1,614 |
|
|
|
1,779 |
|
|
|
4,626 |
|
|
|
5,131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
63,161 |
|
|
$ |
79,113 |
|
|
$ |
198,652 |
|
|
$ |
228,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and Services |
|
$ |
7,791 |
|
|
$ |
13,160 |
|
|
$ |
24,972 |
|
|
$ |
35,785 |
|
Metrigraphics |
|
|
397 |
|
|
|
537 |
|
|
|
855 |
|
|
|
1,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,188 |
|
|
$ |
13,697 |
|
|
$ |
25,827 |
|
|
$ |
36,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Systems and Services |
|
$ |
1,806 |
|
|
$ |
5,959 |
|
|
$ |
5,465 |
|
|
$ |
14,949 |
|
Metrigraphics |
|
|
121 |
|
|
|
256 |
|
|
|
27 |
|
|
|
311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,927 |
|
|
$ |
6,215 |
|
|
$ |
5,492 |
|
|
$ |
15,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Major Customers
Revenues from Department of Defense (DoD) customers accounted for approximately 80.1% and
80.9% of total revenues in the three months ended September 30, 2006 and 2005, respectively, and
approximately 80.0% and 78.6%, respectively, in the nine months then ended.
Revenues earned from a significant DoD customer and related accounts receivable are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
Air Force Aeronautical Systems Center |
|
$ |
12,754 |
|
|
|
20 |
% |
|
$ |
12,450 |
|
|
|
16 |
% |
|
$ |
39,467 |
|
|
|
20 |
% |
|
$ |
34,932 |
|
|
|
15 |
% |
The outstanding accounts receivable balances of this customer at September 30, 2006 and
December 31, 2005, were as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Air Force Aeronautical Systems Center |
|
$ |
2,516 |
|
|
$ |
4,740 |
|
The Company had no other customer in the three or nine months ended September 30, 2006 or 2005
that accounted for more than 10% of revenues.
15
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
Related Party
The Company has a 40% interest in HMRTech and HMRTech/HJ Ford SBA JV, as
more fully described in Note 1, Basis of Presentation. Revenues from HMRTech for the
three months ended September 30, 2006 and 2005 were $90 and $165, respectively, and $311 and $531,
respectively, for the nine months then ended. The amounts due from HMRTech included in
accounts receivable at September 30, 2006 and December 31, 2005, were $81 and $1, respectively.
Revenues recognized by the Company on services provided to the United States Government through
HMRTech/HJ Ford SBA JV for both the three and nine months ended September 30, 2006 was
$242. The amounts due from HMRTech/HJ Ford SBA JV included in accounts receivable at
September 30, 2006 was $117.
NOTE 12. COMMITMENTS AND CONTINGENCIES
As a defense contractor, the Company is subject to many levels of audit and review from
various government agencies, including the Defense Contract Audit Agency, various inspectors
general, the Defense Criminal Investigation Service, the Government Accountability Office, the
Department of Justice and Congressional Committees. Both related to and unrelated to its defense
industry involvement, the Company is, from time to time, involved in audits, lawsuits, claims,
administrative proceedings and investigations. The Company accrues for liabilities associated with
these activities when it becomes probable that future expenditures will be made and such
expenditures can be reasonably estimated. Except as noted below, the Company does not presently
believe it is reasonably likely that any of these matters would have a material adverse effect on
the Companys business, financial position, results of operations or cash flows. The Companys
evaluation of the likelihood of expenditures related to these matters is subject to change in
future periods, depending on then current events and circumstances, which could have material
adverse effects on the Companys business, financial position, results of operations and cash
flows.
On October 26, 2000, two former Company employees were indicted and charged with conspiracy to
defraud the United States Air Force, and wire fraud, among other charges, arising out of a scheme
to defraud the United States out of approximately $10 million. Both men subsequently pled guilty to
the principal charges against them. On October 9, 2003, the United States Attorney filed a civil
complaint in the United States District Court for the District of Massachusetts against the Company
based in substantial part upon the actions and omissions of the former employees that gave rise to
the criminal cases against them. In the civil action, the United States is asserting claims against
the Company based on the False Claims Act and the Anti-Kickback Act, in addition to certain common
law and equitable claims. The United States Attorney seeks to recover up to three times its actual
damages and penalties under the False Claims Act, and double damages and penalties under the
Anti-Kickback Act. The United States Attorney also seeks to recover its costs and interest in this
action. The Company believes it has substantive defenses to these claims and intends to vigorously
defend itself. However, the outcome of this litigation, if unfavorable, could have a material
adverse effect on the Companys business, financial position, results of operations and cash flows.
The Company has provided documents in response to a previously disclosed grand jury subpoena
issued on October 15, 2002 by the United States District Court for the District of Massachusetts,
directing the Company to produce specified documents dating back to 1996. The subpoena relates to
an investigation, currently focused on the period from 1996 to 1999, by the Antitrust Division of
the Department of Justice into the bidding and procurement activities involving the Company and
several other defense contractors who have received similar subpoenas and may also be subjects of
the investigation. Although the Company is cooperating in the investigation, it does not have a
sufficient basis to predict the outcome of the investigation. Should the Company be found to have
violated the antitrust laws, the matter could have a material adverse effect on the Companys
business, financial position, results of operations and cash flows.
On June 28, 2005, a suit, characterized as a class action employee suit, was filed in the U.S.
District Court for the District of Massachusetts alleging violations of the Fair Labor Standards
Act and certain provisions of Massachusetts General Laws. The Company believes that its practices
comply with the Fair Labor Standards Act and Massachusetts General Laws. The Company intends to
vigorously defend itself and has sought to have the complaint dismissed from District Court and
addressed in accordance with the Companys mandatory dispute resolution program for the arbitration
of workplace complaints. On April 10, 2006, the U.S. District Court for the
16
DYNAMICS RESEARCH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(dollars in thousands, except per share amounts)
District of Massachusetts entered an order granting in part the Companys motion to dismiss
the civil action filed against the Company, and to compel compliance with its mandatory dispute
resolution program. The Company intends to appeal a portion of the Courts decision to the effect
that a class action waiver set fourth in the dispute resolution program is not enforceable. The
outcome of this litigation, if unfavorable, could have a material adverse effect on the Companys
business, financial position, results of operations and cash flows.
NOTE 13. SUBSEQUENT EVENTS
On October 25, 2006, the Companys Board of Directors approved actions to proceed with an
amendment to remove the 3% annual benefit inflator for active participants in the Companys defined
benefit pension plan (the Plan). The removal of the Plans inflator fully freezes each
participants calculated pension benefit as of December 31, 2006. This amendment will decrease the
Plans projected benefit obligation by approximately $3.1 million as a reduction of the actuarial
loss. As a result, net periodic pension cost will be reduced in the fourth quarter of 2006 and in
future periods.
Also on October 25, 2006, the Companys Board of Directors approved actions to proceed with an
amendment to eliminate the look-back option and to reduce the stock purchase discount from 15% to
5% under the Companys ESPP effective November 1, 2006. Under SFAS 123R, this amendment results in
the Company accounting for shares purchased in connection with the ESPP as non-compensatory. The
amendment became effective on November 1, 2006. This amendment will decrease stock-based
compensation cost in the fourth quarter of 2006 and in future periods.
17
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our condensed consolidated
financial statements and the related notes.
Overview
DRC, founded in 1955 and headquartered in Andover, Massachusetts, provides information
technology (IT), engineering and other services focused on national defense and intelligence,
public safety and citizen services for government customers. The government market is composed of
three sectors: national defense and intelligence, federal civilian agencies, and state and local
governments. The Companys core capabilities are focused on IT, engineering and technical subject
matter expertise that pertain to the knowledge domains of the Companys core customers.
Recent industry reports, such as the CSIS report published by the Defense Industrial
Institution Group, are projecting long-term growth rates in demand by the federal government for
professional services of 4-5%. These estimates are, in general, lower than those made a year ago.
The Company is cognizant of funding challenges facing the federal government and the resulting
increase in competitiveness in our industry. Significant contract awards have been and will
continue to be delayed and new initiatives have been slow to start. With the passage of Federal
budgets for fiscal year 2007 for the Departments of Defense and Homeland Security there appears to
be recent improvement in contract award and funding decisions. Customers are moving away from
General Services Administration and time and materials contracts toward agency sponsored indefinite
delivery, indefinite quantity contract vehicles and fixed price contracts and task orders. The
Department of Defense seeks to reduce spending on contracted program advisory and assistance
services and often is setting this work aside for small businesses. Concurrently, there is
increasing demand from federal customers for engineering, training, business transformation, Lean
Six Sigma and business intelligence solutions and services. Many federal customers are seeking to
streamline their procurement activities by consolidating work under large contract vehicles. The
Companys competitive strategy is intended to align with these trends.
Effective January 1, 2006, the Company adopted the provisions of Statement of Financial
Accounting Standards No.123 (revised 2004), Share-Based Payment (SFAS 123R) using the modified
prospective transition method. In accordance with that transition method, the Company has not
restated prior periods for the effect of compensation expense calculated under SFAS 123R. The
Company has continued to use the Black-Scholes option-pricing model as the most appropriate method
for determining the estimated fair value of all applicable awards. Compensation expense for all
share-based equity awards is being recognized on a straight-line basis over the vesting period of
the award. The adoption of SFAS 123R had an impact of $0.7 million through the third quarter of
2006, net of a cumulative effect of accounting change of $0.1 million recorded during the first
quarter of 2006. The Company estimates SFAS 123R expense to be approximately $0.2 million in the
fourth quarter of 2006 and approximately $0.9 million for fiscal year 2006. During the nine months
ended September 30, 2006, total share-based compensation was $1.6 million, compared to $0.6 million
in the same period in 2005 which only included share-based compensation for restricted stock
awards. As of September 30, 2006, the total unrecognized compensation cost related to stock options
was $1.2 million, which is expected to be recognized over a weighted-average period of 0.9 years,
and the total unrecognized compensation cost related to restricted stock awards was $1.9 million,
which is expected to be amortized over a weighted-average period of 1.0 years.
Operating income for the three months ended September 30, 2006 and 2005 was $1.9 million and
$6.2 million, respectively, and $5.5 million and $15.3 million, respectively, for the nine months
then ended. The operating margin for the three months ended September 30, 2006 and 2005 was 3.1% of
total revenue and 7.9% of total revenue, respectively, and 2.8% and 6.7%, respectively, for the
nine months then ended. The decline in operating income was primarily due to a decline in revenue,
higher costs associated with business development and bid and proposal activities, costs associated
with the adoption of SFAS 123R and severance costs. On May 1, 2006, the Company was notified that
the current contract coverage with the Air National Guard would expire in May 2006. Revenue
recorded under this contract was $15.0 million for fiscal 2005 and $6.3 million for the nine months
ended September 30, 2006. During the second quarter of 2006, the Company implemented a cost
reduction plan to bring indirect spending back in line with revenue projections for fiscal 2006.
Costs related to a reduction of workforce recorded in
18
the three and nine months ended September 30, 2006 reduced operating income by $0.2 million
and $1.2 million, respectively.
The Company has two reportable business segments: Systems and Services, and Metrigraphics. The
Systems and Services segment accounted for 97.7% of total revenue and the Metrigraphics segment
accounted for 2.3% of total revenue for the nine months ended September 30, 2006.
Results of Operations
Operating results expressed as a percentage of segment and total revenue are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
2006 |
|
2005 |
|
|
$ millions |
|
% |
|
$ millions |
|
% |
Contract revenue |
|
$ |
61.5 |
|
|
|
97.4 |
% |
|
$ |
77.3 |
|
|
|
97.8 |
% |
Product sales |
|
$ |
1.6 |
|
|
|
2.6 |
% |
|
$ |
1.8 |
|
|
|
2.2 |
% |
Total revenue |
|
$ |
63.2 |
|
|
|
100.0 |
% |
|
$ |
79.1 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit on contract revenue (1) |
|
$ |
7.8 |
|
|
|
12.7 |
% |
|
$ |
13.2 |
|
|
|
17.0 |
% |
Gross profit on product sales (1) |
|
$ |
0.4 |
|
|
|
24.6 |
% |
|
$ |
0.5 |
|
|
|
30.2 |
% |
Total gross profit (1) |
|
$ |
8.2 |
|
|
|
13.0 |
% |
|
$ |
13.7 |
|
|
|
17.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
$ |
5.6 |
|
|
|
8.8 |
% |
|
$ |
6.7 |
|
|
|
8.5 |
% |
Amortization of intangible assets |
|
$ |
0.7 |
|
|
|
1.1 |
% |
|
$ |
0.8 |
|
|
|
1.0 |
% |
Operating income |
|
$ |
1.9 |
|
|
|
3.1 |
% |
|
$ |
6.2 |
|
|
|
7.9 |
% |
Interest expense, net |
|
$ |
(0.6 |
) |
|
|
(0.9 |
)% |
|
$ |
(1.1 |
) |
|
|
(1.3 |
)% |
Other income, net |
|
$ |
0.1 |
|
|
|
0.1 |
% |
|
$ |
0.1 |
|
|
|
0.2 |
% |
Provision for income taxes |
|
$ |
0.5 |
|
|
|
0.8 |
% |
|
$ |
2.1 |
|
|
|
2.7 |
% |
Net income |
|
$ |
0.9 |
|
|
|
1.5 |
% |
|
$ |
3.1 |
|
|
|
4.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2006 |
|
2005 |
|
|
$ millions |
|
% |
|
$ millions |
|
% |
Contract revenue |
|
$ |
194.0 |
|
|
|
97.7 |
% |
|
$ |
223.7 |
|
|
|
97.8 |
% |
Product sales |
|
$ |
4.6 |
|
|
|
2.3 |
% |
|
$ |
5.1 |
|
|
|
2.2 |
% |
Total revenue |
|
$ |
198.7 |
|
|
|
100.0 |
% |
|
$ |
228.8 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit on contract revenue (1) |
|
$ |
25.0 |
|
|
|
12.9 |
% |
|
$ |
35.8 |
|
|
|
16.0 |
% |
Gross profit on product sales (1) |
|
$ |
0.9 |
|
|
|
18.5 |
% |
|
$ |
1.2 |
|
|
|
23.1 |
% |
Total gross profit (1) |
|
$ |
25.8 |
|
|
|
13.0 |
% |
|
$ |
37.0 |
|
|
|
16.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
$ |
18.2 |
|
|
|
9.2 |
% |
|
$ |
19.4 |
|
|
|
8.5 |
% |
Amortization of intangible assets |
|
$ |
2.1 |
|
|
|
1.1 |
% |
|
$ |
2.3 |
|
|
|
1.0 |
% |
Operating income |
|
$ |
5.5 |
|
|
|
2.8 |
% |
|
$ |
15.3 |
|
|
|
6.7 |
% |
Interest expense, net |
|
$ |
(1.7 |
) |
|
|
(0.9 |
)% |
|
$ |
(3.2 |
) |
|
|
(1.4 |
)% |
Other income, net |
|
$ |
0.4 |
|
|
|
0.2 |
% |
|
$ |
2.2 |
|
|
|
1.0 |
% |
Provision for income taxes |
|
$ |
1.7 |
|
|
|
0.9 |
% |
|
$ |
5.8 |
|
|
|
2.5 |
% |
Net income |
|
$ |
2.6 |
|
|
|
1.3 |
% |
|
$ |
8.5 |
|
|
|
3.7 |
% |
|
|
|
(1) |
|
These amounts represent a percentage of contract revenues, product sales and total revenues,
respectively. |
Revenues
The Company reported total revenues of $63.2 million and $79.1 million in the third quarters
of 2006 and 2005, respectively. The revenues for the third quarter of 2006 represent a decrease of
$15.9 million, or 20.2%, from the same period in 2005. The Companys revenues for the nine months
ended September 30, 2006 and 2005 were $198.7 million and $228.8 million, respectively.
19
Contract Revenues
Contract revenues in the Companys Systems and Services segment represent 97.4% and 97.8% of
total revenues in the third quarter of 2006 and 2005, respectively. Systems and Services revenues
were $61.5 million and $77.3 million in the three months ended September 30, 2006 and 2005,
respectively, and $194.0 million and $223.7 million, respectively, in the nine months then ended.
The Companys Systems and Services revenues were earned from the following sectors (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine months ended |
|
|
September 30, |
|
September 30, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
National defense and intelligence agencies |
|
$ |
50.6 |
|
|
$ |
64.0 |
|
|
$ |
159.0 |
|
|
$ |
180.0 |
|
Federal civilian agencies |
|
$ |
6.6 |
|
|
$ |
6.8 |
|
|
$ |
23.0 |
|
|
$ |
24.6 |
|
State and local government agencies |
|
$ |
4.0 |
|
|
$ |
5.9 |
|
|
$ |
11.2 |
|
|
$ |
17.0 |
|
Other |
|
$ |
0.4 |
|
|
$ |
0.6 |
|
|
$ |
0.8 |
|
|
$ |
2.2 |
|
Total contract revenue |
|
$ |
61.5 |
|
|
$ |
77.3 |
|
|
$ |
194.0 |
|
|
$ |
223.7 |
|
National defense and intelligence agency revenues for the 2006 periods were lower than the
comparable periods due to curtailment of work with the Air National Guard, reduced work with the
Air Force Electronics Systems Center and the loss of the Office of the Assistant Secretary of
Defense for Public Affairs work in October 2005. Revenues from state and local government agencies
decreased primarily due to a reduction in the work performed under the Companys contract with the
State of Ohio, under which a significant portion of the development work has been completed.
The Companys contract with the Air Force Aeronautical Systems Center (ASC), which provided
approximately $39 million of revenues in the nine months ended September 30, 2006, was subject to
re-competition in 2006 as the Consolidated Acquisition of Professional Services (CAPS) contract.
The competition for prime contract awards was restricted to small businesses. The Company
participated in the competition through HJ Ford, its wholly owned subsidiary. HJ Ford and
HMRTech are both participants in the U.S. Small Business Administration Mentor Protégé
program. During the second quarter of 2006, HMRTech/HJ Ford SBA JV was awarded a CAPS
contract. Task order competition under this contract has begun with a significant value of awards
anticipated in the fourth quarter of 2006 and in the first quarter of 2007. Task order awards for
re-competition of current Company work is expected to be completed by the end of 2007. The Company
believes it is well positioned to retain its base of services provided by HJ Ford employees and
compete for new business. The Company derived approximately $24 million of annual revenues from
work performed by subcontractors under the Companys prime contract with the ASC in the previous
year. Upon completion of the transition of task orders from the current contract to the new CAPS
contract, it is anticipated that the Companys current subcontractors would contract directly with
the joint venture prime contractor entity. As a result it is estimated that upon the completion of
the task order transitions, the Companys annual revenue will be reduced by approximately $24
million while positively affecting the profit margin of the remaining revenue.
The Companys contract with the Air Force Electronic Systems Center (ESC), which provided
approximately $16 million of revenues in the nine months ended September 30, 2006, is subject to
re-competition. The services provided under the Companys current contract are being procured by
the ESC under two new contract vehicles, the Professional Acquisition Support Services contract and
the Engineering Technical Administration Support Services contract. Proposals for their contracts
have been submitted and are awaiting award, anticipated in the fourth quarter of 2006. The Company
has participated in the competitions for these contracts as a subcontractor. Transition of work
from the current contract to task orders under the new contract is expected to begin in the first
quarter of 2007. The full year revenue impact of moving from a prime contractor to a sub-contractor
role is anticipated to be an approximate $11 million revenue reduction with no material effect on
operating profit. There can be no assurance that the Company will be successful in receiving these
contract awards.
20
Revenues by contract type as a percentage of Systems and Services revenues were as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine months ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Time and materials |
|
|
64 |
% |
|
|
55 |
% |
|
|
62 |
% |
|
|
56 |
% |
Cost reimbursable |
|
|
17 |
% |
|
|
21 |
% |
|
|
19 |
% |
|
|
20 |
% |
Fixed price, including service type contracts |
|
|
19 |
% |
|
|
24 |
% |
|
|
19 |
% |
|
|
24 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime contract |
|
|
67 |
% |
|
|
68 |
% |
|
|
68 |
% |
|
|
68 |
% |
Sub-contact |
|
|
33 |
% |
|
|
32 |
% |
|
|
32 |
% |
|
|
32 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Product Sales
Product sales for the Companys Metrigraphics segment represent 2.6% and 2.2% of total
revenues in the third quarter of 2006 and 2005, respectively. Metrigraphics sales were $1.6 million
and $1.8 million in the three months ended September 30, 2006 and 2005, respectively, and $4.6
million and $5.1 million, respectively, in the nine months then ended. The decrease in the nine
months from prior year period was primarily due to a temporary reduction in orders from a customer
who is automating its processes.
Funded Backlog
The Companys funded backlog was $97.9 million at September 30, 2006, $144.6 million at
December 31, 2005 and $147.5 million at September 30, 2005. The Company expects that substantially
all of its backlog will generate revenue during the subsequent twelve month period. The funded
backlog at September 30, 2006 stands just below 5 months of revenues, reflecting a seasonal
reduction prior to the start of the Government fiscal year, as well as a shortening of option
extension and funding in the Aeronautical and Electrical Systems Center markets as these contracts
are positioned for re-competition.
The funded backlog generally is subject to possible termination at the convenience of the
contracting party. A portion of the Companys funded backlog is based on annual purchase contracts
and subject to annual governmental approvals or appropriations legislation. The amount of backlog
as of any date may be affected by the timing of order receipts and associated deliveries.
Gross Profit
The Companys total gross profit was $8.2 million for the three months ended September 30,
2006, compared to $13.7 million in the same period in 2005, resulting in a gross margin of 13.0%
and 17.3% for the third quarters of 2006 and 2005, respectively. For the nine months ended
September 30, 2006 and 2005, the total gross profit was $25.8 million and $37.0 million,
respectively, resulting in a gross margin of 13.0% and 16.2%, respectively.
The Companys gross profit on contract revenue was $7.8 million and $13.2 million for the
three months ended September 30, 2006 and 2005, respectively, and $25.0 million and $35.8 million,
respectively, in the nine months then ended. The decline in gross profit resulted in a gross margin
of 12.7% and 17.0% in the three months ended September 30, 2006 and 2005, respectively, and 12.9%
and 16.0%, respectively, for the nine months then ended. The decline in gross profit was primarily
attributable to a decline in revenue and increases in indirect costs including costs related to a
reduction in workforce, an increase in business development efforts and share-based compensation,
and higher provisions for the valuation of the companys unbilled expenditures and fees on
contracts in process for the three and nine months ended September 30, 2006, respectively, when
compared with the same periods in 2005. Unusually high severance costs of $0.7 million in the
second quarter of 2006 also are included in results for the nine months ended September 30, 2006.
Share-based compensation costs reduced gross profit by $0.3 million and $0.9 million in the three
and nine months ended September 30, 2006, respectively. In the near term, the Company anticipates
continuation of the lower gross margin as a result of a continued high level of investment in
business development, bid and proposal activities.
21
The Companys gross profit on product sales was $0.4 million and $0.5 million for the three
months ended September 30, 2006 and 2005, respectively, and $0.9 million and $1.2 million,
respectively, in the nine months then ended. The slight decline in gross profit was primarily
attributable to a lower level of revenues. This resulted in a decline in gross margin to 24.6% from
30.2% in the three months ended September 30, 2006 and 2005, respectively, and 18.5% and 23.1%,
respectively, for the nine months then ended.
Selling, general and administrative expenses
The Companys total selling, general and administrative expenses were $5.6 million and $6.7
million in the three months ended September 30, 2006 and 2005, respectively, and $18.2 million and
$19.4 million, respectively, in the nine months then ended. Selling, general and administrative
expenses as a percent of total revenue in the three months ended September 30, 2006 and 2005 was
8.8% and 8.5%, respectively, and 9.2% and 8.5%, respectively, for the nine months then ended.
Selling, general and administrative expenses for the three months and nine month periods of 2006
were lower than the same periods in 2005 due to lower salaries and benefits resulting from the
workforce reductions, as well as other cost reductions. As a percent of revenue selling, general
and administrative expenses have increased in 2006 compared with the same periods in 2005 due to
revenues decreasing at a faster rate than expenses.
Amortization of intangible assets
Amortization expense was $0.7 million and $0.8 million in the three months ended September 30,
2006 and 2005, respectively, and $2.1 million and $2.3 million, respectively, for the nine months
then ended. Amortization expense relates to intangible assets acquired in the Companys 2004
acquisition of Impact Innovations Group LLC and is included in the Systems and Services segment.
The remaining amortization expense for the current fiscal year will be approximately $0.7 million.
Interest expense, net
The Company incurred interest expense of $0.6 million and $1.1 million in the three months
ended September 30, 2006 and 2005, respectively, and $1.7 million and $3.2 million, respectively,
for the nine months then ended. The decrease in interest expense in 2006 was primarily due to lower
average borrowings. An increase in one percentage point in the Companys rates would result in
approximately $0.2 million of additional interest expense on an annual basis. Interest income in
both the three and nine months ended September 30, 2006 and 2005 was immaterial.
Other income, net
The Company recorded net other income of $0.4 million and $2.2 million in the nine months
ended September 30, 2006 and 2005, respectively. The current year and the prior year nine month
amounts included $0.2 million and $2.0 million, respectively, of realized gains resulting from the
sale of Lucent Technologies shares during those periods. In accordance with the equity method of
accounting, other income includes recognition of the Companys portion of income or loss related to
its investment in HMRTech and HMRTech/HJ Ford SBA JV of $0.1 million and $0.2
million for the three and nine month ended September 30, 2006, respectively. For 2005, the
Companys portion of income related to these investments was $0.1 million for both the three and
nine month periods.
Income tax provision
The Company recorded income tax provisions of $0.5 million, or 36.4% of pre-tax income, and
$2.1 million, or 40.5% of pre-tax income, in the three months ended September 30, 2006 and 2005,
respectively. The income tax provision for the nine months ended September 30, 2006 and 2005 was
$1.7 million, or 41.2% of pre-tax income, and $5.8 million, or 40.5% of pre-tax income,
respectively. The increase in the 2006 tax rate reflects the implementation of SFAS 123R for
certain stock awards and effect of permanent difference due to a lower profit before tax balance
partially offset by a lower overall state effective tax rate due to the recently implemented State
of Ohio Commercial Activity Tax and realization in the three months ended September 30, 2006 of
$0.1 million in favorable state income tax audits and a reduction in overall effective state tax
rate.
22
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2006 and December 31, 2005, the Company had cash and cash equivalents
aggregating $0.6 million and $1.0 million, respectively. The decrease in cash and cash equivalents
is primarily the result of $1.7 million and $2.1 million of net cash used in investing and
financing activities, respectively, partially offset by $3.4 million in net cash provided by
operating activities.
Operating activities
Cash provided by operating activities totaled $3.4 million for the first nine months of 2006,
and is primarily attributable to the collection of total receivables (including unbilled amounts);
partially offset by a reduction in accounts payable and accrued expenses and a contribution of $5.2
million during the third quarter to fund the Companys pension plan.
Total accounts receivable and current and noncurrent unbilled expenditures and fees on
contracts in process were $77.2 million and $94.7 million at September 30, 2006 and December 31,
2005, respectively. Billed accounts receivable increased $2.5 million in the nine months ended
September 30, 2006, while unbilled amounts decreased $19.9 million in the aggregate. Total accounts
receivable (including unbilled amounts) days sales outstanding, or DSO, was 110 days at September
30, 2006 and 119 days at December 31, 2005.
The decrease in unbilled expenditures and fees has resulted from a reduction in unfunded costs
and acceleration in billing of subcontractor costs. At September 30, 2006, the unbilled receivables
balance included $14.6 million related to the Companys contract with the State of Ohio. Under the
current terms of the contract, this amount is anticipated to be invoiced and collected in
accordance with completion of contract milestones. Based on current projected milestones
completions the Company anticipates payments of approximately $4 million no later than the first
quarter of 2007 and an additional $7 million in payments later in 2007.
Deferred taxes on unbilled receivables totaled approximately $11 million at September 30, 2006
compared to $19 million at December 31, 2005. The decrease in deferred taxes resulted from a
reduction in tax deferred unbilled costs and fees and tax payments related to the Companys
settlement of its 2002 and 2003 income tax audits. The Company paid $10.8 million in income taxes
in the first nine months of 2006 and currently anticipates additional income tax payments of $3.2
million in the fourth quarter of 2006. The Internal Revenue Service (IRS) also has initiated an
audit of the Companys 2004 income tax return. The IRS continues to challenge the deferral of
income for tax purposes related to the Companys unbilled receivables including the applicability
of a Letter Ruling issued by the IRS to the Company in January 1976 which granted to the Company
deferred tax treatment of its unbilled receivables. The Company has requested and the IRS has
agreed to allow this issue to be elevated to the IRS National Office for determination. While the
outcome of the audit is not expected to be known for several months and remains uncertain, the
Company may incur interest expense, the Companys deferred tax liabilities may be reduced and
income tax payments may be increased substantially in future periods.
Stock compensation expense increased to $1.6 million in the first nine months of 2006, from
$0.6 million in the same period last year. The Company adopted the provisions of SFAS 123R
beginning January 1, 2006, the first day of the first quarter of fiscal 2006. The Company estimates
total share-based compensation expense to be approximately $0.5 million in the fourth quarter of
2006 and approximately $2.2 million for fiscal year 2006.
Non-cash amortization expense of the Companys acquired intangible assets was $2.1 million and
$2.3 million in the first nine months of 2006 and 2005, respectively. The Company anticipates that
non-cash expense for the amortization of intangible assets will remain at a quarterly level of
approximately $0.7 million for the fourth quarter of 2006.
Investing activities
Net cash used in investing activities was $1.7 million in the first nine months of 2006. The
net cash used primarily comprised of capital expenditures aggregating $2.1 million, partially
offset by $0.2 million of proceeds from the sale of Lucent shares. The Companys capital
expenditures are expected to approximate $3 million in 2006.
23
The Company believes that selective acquisitions are an important component of its growth
strategy. The Company may acquire, from time to time, firms or properties that are aligned with the
Companys core capabilities and which complement the Companys customer base. The Company will
continue to consider acquisition opportunities that align with its strategic objectives, along with
the possibility of utilizing the credit facility, described below, as a source of financing.
Financing activities
On September 29, 2006, the Company entered into a new revolving credit facility (the 2006
facility) with a bank group to restructure and replace the then existing credit facility entered
into on September 1, 2004. The 2006 facility provides for a $50 million, three-year revolving
credit agreement for working capital needs. Additional information related to the 2006 facility is
referenced in Note 10, Financing Arrangements of the Notes to Condensed Consolidated Financial
Statements (Unaudited) included in this Form 10-Q.
Net cash used in financing activities was $2.1 million in the first nine months of 2006. This
amount represents principal payments under the acquisition term loan of $8.2 million, partially
offset by $4.5 million of net borrowings under the revolving credit agreement and $1.6 million of
proceeds from the issuance of common stock through the exercises of stock options and employee
stock purchase plan transactions. The outstanding balances on the Companys 2004 facility, which
consisted of an acquisition term loan balance of $17.2 million and a revolving credit facility
balance of $4.5 million, were transferred to the revolver as part of the 2006 facility.
The average daily borrowing on the Companys revolver for the first nine months of 2006 was
$7.3 million at a weighted average interest rate of 7.86%. At September 30, 2006, the outstanding
balance of the revolver was $21.7 million with an interest rate of 8.25%.
As explained in Note 13 of the Notes to Condensed Consolidated Financial Statements
(Unaudited) included in this Form 10-Q, the Company has amended its Employee Stock Purchase Plan.
Prospectively with regard to proceeds from the sale of stock to employees the amendment may
increase the price at which employees purchase shares of the Company, however a reduction in
employee participation also is possible which would adversely affect the funds provided by this
program which totaled $1.2 million for the nine months ended September 30, 2006.
The Companys results of operations, cash flows and financial condition are subject to certain
trends, events and uncertainties, including demands for capital to support growth, economic
conditions, government payment practices and contractual matters. The Companys need for, cost of
and access to funds are dependent on future operating results, the Companys growth and acquisition
activity, and conditions external to the Company.
Based upon its present business plan and operating performance, the Company believes that cash
provided by operating activities, combined with amounts available for borrowing under the revolver,
will be adequate to fund the capital requirements of its existing operations during 2006 and for
the foreseeable future. In the event that the Companys current capital resources are not
sufficient or available to fund requirements, the Company believes its access to additional capital
resources would be sufficient to meet its needs. However, the development of adverse economic or
business conditions could significantly affect the need for and availability of capital resources.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans an amendment of FASB Statements No. 87, 88, 106 and 132(R) (SFAS
158). SFAS 158 requires an employer that sponsors one or more single-employer defined benefit
plans to (a) recognize the overfunded or underfunded status of a benefit plan in its
statement of financial position, (b) recognize as a component of other comprehensive income, net of
tax, the gains or losses and prior service costs or credits that arise during the period but are
not recognized as components of net periodic benefit cost pursuant to SFAS No. 87, Employers
Accounting for Pensions, or SFAS No. 106, Employers Accounting for Postretirement Benefits Other
Than Pensions, (c) measure defined benefit plan assets and obligations as of the date of the
employers fiscal year-end, and (d) disclose in the notes to financial statements additional
information about certain effects on net periodic benefit cost for the next fiscal year that arise
from delayed recognition of the gains or losses, prior service
24
costs or credits, and transition asset or obligation. SFAS 158 is effective for the Companys
fiscal year ending December 31, 2006. The Company does not expect the adoption of SFAS 158 to have
a material impact on its financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS
157 clarifies the principle that fair value should be based on the assumptions market participants
would use when pricing an asset or liability and establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. Under the standard, fair value
measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is
effective for the Companys fiscal year beginning January 1, 2007, with early adoption permitted.
The Company does not expect the adoption of SFAS 157 to have a material impact on its financial
statements.
In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides interpretive
guidance on how the effects of the carryover or reversal of prior year misstatements should be
considered in quantifying a current year misstatement. The SEC staff believes that registrants
should quantify errors using both a balance sheet and an income statement approach and evaluate
whether either approach results in quantifying a misstatement that, when all relevant quantitative
and qualitative factors are considered, is material. SAB 108 is effective for the Companys fiscal
year ending December 31, 2006, with early application encouraged. The Company does not expect the
adoption of SAB 108 to have a material impact on its financial statements.
In July 2006, the FASB issued Financial Accounting Standards Interpretation No. 48,
Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 sets standards for the accounting
for uncertainty in income taxes recognized in an enterprises financial statements in accordance
with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition
threshold and measurement attributable for the financial statement recognition and measurement of a
tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on
accounting for tax liability derecognition, classification, interest and penalty recognition,
accounting in interim periods, disclosures and transitions. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company is currently analyzing the effects FIN 48 may have
on its financial statements.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS
123R), which requires the measurement and recognition of compensation expense based on estimated
fair value for all share-based payment awards including stock options, employee stock purchases
under employee stock purchase plans, non-vested share awards (restricted stock) and stock
appreciation rights. SFAS 123R supersedes the Companys previous accounting under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). In March
2005, the SEC issued Staff Accounting Bulletin No. 107, which provided the Staffs views regarding
implementation issues related to SFAS 123R.
The Company adopted the provisions of SFAS 123R using the modified prospective transition
method beginning January 1, 2006, the first day of the first quarter of fiscal 2006. In accordance
with that transition method, the Company has not restated prior periods for the effect of
compensation expense calculated under SFAS 123R. The Company has continued to use the Black-Scholes
option-pricing model as the most appropriate method for determining the estimated fair value of all
applicable awards. Compensation expense for all share-based equity awards is being recognized on a
straight-line basis over the vesting period of the award. The adoption of SFAS 123R also requires
additional accounting related to income taxes and earnings per share as well as additional
disclosure related to the cash flow effects resulting from share-based compensation. The adoption
of SFAS 123R had an unfavorable pre-tax impact of $0.7 million, net of a pre-tax cumulative benefit
of accounting change of $0.1 million, on the Companys condensed consolidated financial statements
for the nine months ended September 30, 2006.
25
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to interest rate risk associated with its revolver, where interest
payments are tied to either the LIBOR or bank base rate. The interest rate on the revolver was
8.25% at September 30, 2006, under the Base Rate option. At any time, a modest rise in interest
rates could have an adverse effect on net income as reported in the Companys Consolidated
Statements of Operations. An increase of one full percentage point in the interest rate on the
Companys revolver would result in increases in annual pre-tax interest expense aggregating $0.2
million.
The Company presently has no investments in debt securities and, accordingly, no exposure to
market interest rates on investments. The Company has no significant exposure to foreign currency
fluctuations. Foreign sales, which are nominal, are primarily denominated in United States dollars.
Item 4. CONTROLS AND PROCEDURES
Our principal executive officer and principal financial officer, based on their evaluation of
our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of the end of the period covered by this Quarterly Report on Form 10-Q, have concluded that our
disclosure controls and procedures are effective for ensuring that information required to be
disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified in the SECs rules
and forms.
26
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
As a defense contractor, the Company is subject to many levels of audit and review from
various government agencies, including the Defense Contract Audit Agency, various inspectors
general, the Defense Criminal Investigation Service, the Government Accountability Office, the
Department of Justice and Congressional Committees. Both related to and unrelated to its defense
industry involvement, the Company is, from time to time, involved in audits, lawsuits, claims,
administrative proceedings and investigations. The Company accrues for liabilities associated with
these activities when it becomes probable that future expenditures will be made and such
expenditures can be reasonably estimated. The Company is a party to or has property subject to
litigation and other proceedings referenced in Note 12, Commitments and Contingencies of the
Notes to Condensed Consolidated Financial Statements (Unaudited) included in this Form 10-Q and in
the Companys Annual Report on Form 10-K for the year ended December 31, 2005. Except as noted
therein, the Company does not presently believe it is reasonably likely that any of these matters
would have a material adverse effect on the Companys business, financial position, results of
operations or cash flows. The Companys evaluation of the likelihood of expenditures related to
these matters is subject to change in future periods, depending on then current events and
circumstances, which could have material adverse effects on the Companys business, financial
position, results of operations and cash flows
See the Legal Proceedings section of the Companys Annual Report on Form 10-K for the year
ended December 31, 2005 for a detailed description of previously reported actions.
Item 1A. RISK FACTORS
The Risk Factors included in the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2005 have not materially changed other than as set fourth below. The information
presented below updates and should be read in conjunction with the Risk Factors included in the
Companys Annual Report on Form 10-K.
Our Contracts and Subcontracts with Government Agencies are Subject to a Competitive Bidding
Process and to Termination Without Cause by the Government.
A significant portion of our federal and state government contracts are renewable on an annual
basis, or are subject to the exercise of contractual options. Multi-year contracts often require
funding actions by the United States Government, state legislatures or others on an annual or more
frequent basis. As a result, our business could experience material adverse consequences should
such funding actions or other approvals not be taken.
Recent federal regulations and renewed congressional interest in small business set aside
contracts is likely to influence decisions pertaining to contracting methods for many of the
Companys customers. These regulations require more frequent review and certification of small
business contractor status, so as to ensure that companies competing for contracts intended for
small business are qualified as such at the time of the competition.
The Companys contract with the Air Force Aeronautical Systems Center (ASC), which provided
approximately $39 million of revenues in the nine months ended September 30, 2006, was subject to
re-competition in 2006 as the Consolidated Acquisition of Professional Services (CAPS) contract.
The competition for prime contract awards was restricted to small businesses. The Company
participated in the competition through HJ Ford, its wholly owned subsidiary. HJ Ford and
HMRTech are both participants in the U.S. Small Business Administration Mentor Protégé
program. During the second quarter of 2006, HMRTech/HJ Ford SBA JV was awarded a CAPS
contract. Task order competition under this contract has begun with a significant value of awards
anticipated in the fourth quarter of 2006 and in the first quarter of 2007. Task order awards for
re-competition of current Company work is expected to be completed by the end of 2007. The Company
believes it is well positioned to retain its base of services provided by HJ Ford employees and
compete for new business. The Company derived approximately $24 million of annual revenues from
work performed by subcontractors under the Companys prime contract with the ASC in the previous
year. Upon completion of the transition of task orders from the current contract to the new CAPS
contract, it is anticipated that the Companys current subcontractors would contract directly with
the joint venture prime contractor entity. As a result it is estimated that upon the completion of
the task order transitions, the
27
Companys annual revenue will be reduced by approximately $24 million while positively
affecting the profit margin of the remaining revenue.
The Companys contract with the Air Force Electronic Systems Center (ESC), which provided
approximately $16 million of revenues in the nine months ended September 30, 2006, is subject to
re-competition. The services provided under the Companys current contract are being procured by
the ESC under two new contract vehicles, the Professional Acquisition Support Services contract and
the Engineering Technical Administration Support Services contract. Proposals for their contracts
have been submitted and are awaiting award, anticipated in the fourth quarter of 2006. The Company
has participated in the competitions for these contracts as a subcontractor. Transition of work
from the current contract to task orders under the new contract is expected to begin in the first
quarter of 2007. The full year revenue impact of moving from a prime contractor to a sub-contractor
role is anticipated to be an approximate $11 million revenue reduction with no material effect on
operating profit. There can be no assurance that the Company will be successful in receiving these
contract awards.
Governmental awards of contracts are subject to regulations and procedures that permit formal
bidding procedures and protests by losing bidders. Such protests may result in significant delays
in the commencement of expected contracts, the reversal of a previous award decision or the
reopening of the competitive bidding process, which could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
Because of the complexity and scheduling of contracting with government agencies, from time to
time we may incur costs before receiving contractual funding by the United States Government. In
some circumstances, we may not be able to recover such costs in whole or in part under subsequent
contractual actions. Failure to collect such amounts may have material adverse consequences on our
business, financial condition, results of operations and cash flows.
In addition, the United States Government has the right to terminate contracts for
convenience. If the government terminated contracts with us, we would generally recover costs
incurred up to termination, costs required to be incurred in connection with the termination and a
portion of the fee earned commensurate with the work we have performed to termination. However,
significant adverse effects on our indirect cost pools may not be recoverable in connection with a
termination for convenience. Contracts with state and other governmental entities are subject to
the same or similar risks.
We Are Involved in Various Litigation Matters Which, If Not Resolved in Our Favor, Could Harm Our
Business.
As a defense contractor, the Company is subject to many levels of audit and review from
various government agencies, including the Defense Contract Audit Agency, various inspectors
general, the Defense Criminal Investigation Service, the Government Accountability Office, the
Department of Justice and Congressional Committees. Both related to and unrelated to its defense
industry involvement, the Company is, from time to time, involved in audits, lawsuits, claims,
administrative proceedings and investigations. The Company accrues for liabilities associated with
these activities when it becomes probable that future expenditures will be made and such
expenditures can be reasonably estimated. Except as noted below, the Company does not presently
believe it is reasonably likely that any of these matters would have a material adverse effect on
the Companys business, financial position, results of operations or cash flows. The Companys
evaluation of the likelihood of expenditures related to these matters is subject to change in
future periods, depending on then current events and circumstances, which could have material
adverse effects on the Companys business, financial position, results of operations and cash
flows.
On October 26, 2000, two former Company employees were indicted and charged with conspiracy to
defraud the United States Air Force, and wire fraud, among other charges, arising out of a scheme
to defraud the United States out of approximately $10 million. Both men subsequently pled guilty to
the principal charges against them. On October 9, 2003, the United States Attorney filed a civil
complaint in the United States District Court for the District of Massachusetts against the Company
based in substantial part upon the actions and omissions of the former employees that gave rise to
the criminal cases against them. In the civil action, the United States is asserting claims against
the Company based on the False Claims Act and the Anti-Kickback Act, in addition to certain common
law and equitable claims. The United States Attorney seeks to recover up to three times its actual
damages and penalties under the False Claims Act, and double damages and penalties under the
Anti-Kickback Act. The United States
28
Attorney also seeks to recover its costs and interest in this action. The Company believes it
has substantive defenses to these claims and intends to vigorously defend itself. However, the
outcome of this litigation and other proceedings to which the Company is a party, if unfavorable,
could have a material adverse effect on the Companys business, financial position, results of
operations and cash flows.
The Company has provided documents in response to a previously disclosed grand jury subpoena
issued on October 15, 2002 by the United States District Court for the District of Massachusetts,
directing the Company to produce specified documents dating back to 1996. The subpoena relates to
an investigation, currently focused on the period from 1996 to 1999, by the Antitrust Division of
the Department of Justice into the bidding and procurement activities involving the Company and
several other defense contractors who have received similar subpoenas and may also be subjects of
the investigation. Although the Company is cooperating in the investigation, it does not have a
sufficient basis to predict the outcome of the investigation. Should the Company be found to have
violated the antitrust laws, the matter could have a material adverse effect on the Companys
business, financial position, results of operations and cash flows.
On June 28, 2005 a suit, characterized as a class action employee suit, was filed in the U.S.
Federal Court for the District of Massachusetts alleging violations of the Fair Labor Standards Act
and certain provisions of Massachusetts General Laws. The Company believes that its practices
comply with the Fair Labor Standards Act and Massachusetts General Laws. The Company intends to
vigorously defend itself and has sought to have the complaint dismissed from Federal Court and
addressed in accordance with the Companys mandatory Dispute Resolution Program for the arbitration
of workplace complaints. On April 10, 2006, the U.S. Federal Court for the District of
Massachusetts entered an order granting in part the Companys motion to dismiss the civil action
filed in that court against the Company, and to compel compliance with its mandatory Dispute
Resolution Program. The Company intends to appeal a portion of the courts decision to the effect
that a class action waiver set fourth in the dispute resolution program is not enforceable. The
outcome of this litigation, if unfavorable, could have a material adverse effect on the Companys
business, financial position, results of operations and cash flows.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets fourth all purchases made by or on behalf of the Company or any
affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of our
common stock during each month in the third quarter of 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate |
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
Dollar Value |
|
|
|
|
|
|
|
|
|
|
|
of Shares |
|
|
of Shares that |
|
|
|
|
|
|
|
|
|
|
|
Purchased as |
|
|
May Yet Be |
|
|
|
|
|
|
|
|
|
|
|
Part of |
|
|
Purchased |
|
|
|
Total Number |
|
|
Average |
|
|
Publicly |
|
|
Under the |
|
|
|
of Shares |
|
|
Price Paid |
|
|
Announced |
|
|
Programs |
|
Period |
|
Purchased |
|
|
Per Share |
|
|
Programs |
|
|
(in millions) |
|
July 1, 2006 to July 31, 2006 |
|
|
333 |
|
|
$ |
13.46 |
|
|
|
|
|
|
$ |
|
|
August 1, 2006 to August 31, 2006 |
|
|
860 |
|
|
|
13.45 |
|
|
|
|
|
|
|
|
|
September 1, 2006 to September 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,193 |
|
|
$ |
13.45 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended September 30, 2006, the Company repurchased 1,193 shares
that were not part of a publicly announced share repurchase program, representing shares
repurchased to cover payroll withholding taxes in connection with the vesting of restricted stock
awards.
29
Item 6. EXHIBITS
The following Exhibits are filed or furnished, as applicable, herewith:
|
|
|
10.1
|
|
Amendment, effective November 1, 2006, to the 2000 Employee Stock Purchase Plan of the Company. |
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certification of the 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. |
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
DYNAMICS RESEARCH CORPORATION
(Registrant)
|
|
|
|
|
|
|
|
Date: November 8, 2006
|
|
/s/ David Keleher |
|
|
|
|
|
|
|
|
|
David Keleher |
|
|
|
|
Senior Vice President and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
/s/ Francis Murphy |
|
|
|
|
|
|
|
|
|
Francis Murphy |
|
|
|
|
Vice President, Corporate Controller and Chief |
|
|
|
|
Accounting Officer |
|
|
31