Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | Northwest Pipe Co. | ||
Entity Central Index Key | 1,001,385 | ||
Trading Symbol | nwpx | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 9,573,289 | ||
Entity Public Float | $ 171,160,045 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net sales | $ 236,608,000 | $ 403,298,000 | $ 359,445,000 |
Cost of sales | 249,233,000 | 362,722,000 | 299,209,000 |
Gross profit (loss) | (12,625,000) | 40,576,000 | 60,236,000 |
Selling, general and administrative expense | 22,303,000 | 24,316,000 | $ 22,701,000 |
Impairment of goodwill | 5,282,000 | 16,066,000 | |
Operating (loss) income | (40,210,000) | 194,000 | $ 37,535,000 |
Other income (expense) | 88,000 | 108,000 | (289,000) |
Interest income | 173,000 | 466,000 | 409,000 |
Interest expense | (1,390,000) | (2,290,000) | (3,621,000) |
Income (loss) before income taxes | (41,339,000) | (1,522,000) | 34,034,000 |
Income tax (benefit) expense | (11,951,000) | 4,651,000 | 12,358,000 |
Income (loss) from continuing operations | $ (29,388,000) | (6,173,000) | 21,676,000 |
Discontinued operations: | |||
Loss from operations of discontinued business | $ (2,151,000) | (9,583,000) | |
Impairment of fixed assets | $ (27,500,000) | ||
Loss on sale of business | $ (13,497,000) | ||
Income tax benefit | (3,934,000) | $ (14,484,000) | |
Loss on discontinued operations | (11,714,000) | (22,599,000) | |
Net loss | $ (29,388,000) | $ (17,887,000) | $ (923,000) |
Earnings (loss) per basic common share: | |||
Continuing operations (in dollars per share) | $ (3.07) | $ (0.65) | $ 2.29 |
Discontinued operations (in dollars per share) | (1.23) | (2.39) | |
Net loss per share (in dollars per share) | $ (3.07) | (1.88) | (0.10) |
Earnings (loss) per diluted common share: | |||
Continuing operations (in dollars per share) | $ (3.07) | (0.65) | 2.27 |
Discontinued operations (in dollars per share) | (1.23) | (2.37) | |
Net loss per share assuming dilution (in dollars per share) | $ (3.07) | $ (1.88) | $ (0.10) |
Shares used in per share calculations: | |||
Basic (in shares) | 9,560 | 9,515 | 9,445 |
Diluted weighted-average common shares outstanding (in shares) | 9,560 | 9,515 | 9,534 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net loss | $ (29,388) | $ (17,887) | $ (923) |
Other comprehensive income (loss): | |||
Pension liability adjustment, net of tax expense of $540 | 238 | (587) | 913 |
Foreign currency cash flow hedge, net of tax expense of $59 | 57 | 15 | 99 |
Other comprehensive income (loss) | 295 | (572) | 1,012 |
Comprehensive income (loss) | $ (29,093) | $ (18,459) | $ 89 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 10,309,000 | $ 527,000 |
Trade and other receivables, less allowance for doubtful accounts of $751 and $755 | 27,567,000 | 58,310,000 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 42,592,000 | 45,847,000 |
Inventories | 29,475,000 | 72,779,000 |
Refundable income taxes | $ 3,413,000 | 5,031,000 |
Deferred income taxes | 5,487,000 | |
Prepaid expenses and other | $ 1,923,000 | 7,258,000 |
Total current assets | 115,279,000 | 195,239,000 |
Property and equipment, net | 131,848,000 | 132,595,000 |
Goodwill | 0 | 5,282,000 |
Other assets | 12,253,000 | 18,766,000 |
Total assets | 259,380,000 | 351,882,000 |
Current liabilities: | ||
Current portion of capital lease obligations | 340,000 | 2,170,000 |
Accounts payable | 4,739,000 | 15,480,000 |
Accrued liabilities | 15,971,000 | 9,071,000 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 520,000 | 2,835,000 |
Total current liabilities | $ 21,570,000 | 29,556,000 |
Borrowings on line of credit | 45,587,000 | |
Capital lease obligations, less current portion | $ 718,000 | 225,000 |
Deferred income taxes | 5,124,000 | 14,015,000 |
Pension and other long-term liabilities | 14,408,000 | 16,864,000 |
Total liabilities | $ 41,820,000 | $ 106,247,000 |
Stockholders’ equity: | ||
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued or outstanding | ||
Common stock, $.01 par value, 15,000,000 shares authorized, 9,564,752 and 9,520,067 shares issued and outstanding | $ 96,000 | $ 95,000 |
Additional paid-in-capital | 117,819,000 | 116,802,000 |
Retained earnings | 101,183,000 | 130,571,000 |
Accumulated other comprehensive loss | (1,538,000) | (1,833,000) |
Total stockholders’ equity | 217,560,000 | 245,635,000 |
Total liabilities and stockholders’ equity | $ 259,380,000 | $ 351,882,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 751 | $ 755 |
Preferred Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized (in shares) | 15,000,000 | 15,000,000 |
Common Stock, Shares Issued (in shares) | 9,564,752 | 9,520,067 |
Common Stock, Shares Outstanding (in shares) | 9,564,752 | 9,520,067 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balances (in shares) at Dec. 31, 2012 | 9,382,994 | ||||
Balances at Dec. 31, 2012 | $ 94 | $ 112,230 | $ 149,381 | $ (2,273) | $ 259,432 |
Net loss | (923) | (923) | |||
Foreign currency cash flow hedge, net of tax expense of $59 | 99 | 99 | |||
Pension liability adjustment, net of tax expense of $540 | 913 | 913 | |||
Issuance of common stock under stock compensation plans (in shares) | 66,305 | ||||
Issuance of common stock under stock compensation plans | (730) | (730) | |||
Tax deficiency from stock compensation plans | (1) | (1) | |||
Stock-based compensation expense | 3,060 | 3,060 | |||
Balances (in shares) at Dec. 31, 2013 | 9,449,299 | ||||
Balances at Dec. 31, 2013 | $ 94 | 114,559 | 148,458 | (1,261) | 261,850 |
Net loss | (17,887) | (17,887) | |||
Foreign currency cash flow hedge, net of tax expense of $59 | 15 | 15 | |||
Pension liability adjustment, net of tax expense of $540 | (587) | (587) | |||
Issuance of common stock under stock compensation plans (in shares) | 70,768 | ||||
Issuance of common stock under stock compensation plans | $ 1 | (1,256) | (1,255) | ||
Stock-based compensation expense | 2,946 | 2,946 | |||
Balances (in shares) at Dec. 31, 2014 | 9,520,067 | ||||
Balances at Dec. 31, 2014 | $ 95 | 116,802 | 130,571 | (1,833) | 245,635 |
Tax benefit from stock compensation plans | 553 | 553 | |||
Net loss | (29,388) | (29,388) | |||
Foreign currency cash flow hedge, net of tax expense of $59 | 57 | 57 | |||
Pension liability adjustment, net of tax expense of $540 | 238 | 238 | |||
Issuance of common stock under stock compensation plans (in shares) | 44,685 | ||||
Issuance of common stock under stock compensation plans | $ 1 | (424) | (423) | ||
Tax deficiency from stock compensation plans | (352) | (352) | |||
Stock-based compensation expense | 1,774 | 1,774 | |||
Balances (in shares) at Dec. 31, 2015 | 9,564,752 | ||||
Balances at Dec. 31, 2015 | $ 96 | 117,819 | $ 101,183 | $ (1,538) | 217,560 |
Tax benefit from stock compensation plans | $ 19 | $ 19 |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Parentheticals) - AOCI Attributable to Parent [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Foreign currency cash flow hedge, tax expense (benefit) | $ 34 | $ 9 | $ 59 |
Pension liability adjustment, tax expense (benefit) | $ 237 | $ 285 | $ 540 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (29,388,000) | $ (17,887,000) | $ (923,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 9,092,000 | 13,606,000 | $ 13,272,000 |
Goodwill, Impairment Loss | $ 5,282,000 | 16,066,000 | |
Loss on sale of business | $ 13,497,000 | ||
Tangible Asset Impairment Charges | $ 27,500,000 | ||
Amortization of Intangible Assets | $ 523,000 | $ 540,000 | 0 |
Amortization of debt issuance costs | 598,000 | 377,000 | 634,000 |
Provision for doubtful accounts | (4,000) | 70,000 | (1,063,000) |
Deferred income taxes | (3,560,000) | 2,894,000 | (7,994,000) |
Loss on disposal of property and equipment | 105,000 | 489,000 | 256,000 |
Stock-based compensation expense | 1,774,000 | 2,946,000 | $ 3,060,000 |
Excess tax benefit from stock compensation plans | (19,000) | (553,000) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (211,000) | (1,746,000) | |
Unrealized loss (gain) on foreign currency forward contracts | $ 295,000 | (13,000) | $ (195,000) |
Other, net | 25,000 | 249,000 | |
Changes in operating assets and liabilities, net of acquired assets and assumed liabilities | |||
Trade and other receivables, net | $ 26,780,000 | $ 7,984,000 | $ (24,212,000) |
Insurance settlement | 2,625,000 | ||
Costs and estimated earnings in excess of billings on uncompleted contracts, net | 940,000 | $ 4,088,000 | $ 19,736,000 |
Inventories | 43,695,000 | 6,039,000 | 8,261,000 |
Refundable income taxes | 1,285,000 | (3,405,000) | (1,073,000) |
Prepaid expenses and other assets | 896,000 | 754,000 | 307,000 |
Accounts payable | (9,894,000) | (5,273,000) | 1,374,000 |
Deferred revenue | (271,000) | (4,573,000) | (3,901,000) |
Accrued and other liabilities | 4,663,000 | (881,000) | (15,226,000) |
Net cash provided by operating activities | 55,206,000 | 35,044,000 | 20,089,000 |
Cash flows from investing activities: | |||
Additions to property and equipment | (8,515,000) | (14,289,000) | $ (28,447,000) |
Proceeds from sale of business | $ 4,300,000 | $ 29,791,000 | |
Acquisition of businesses, net of cash acquired | $ (15,689,000) | ||
Proceeds from sale of property and equipment | $ 55,000 | $ 8,000 | 1,711,000 |
Issuance of notes receivable | (5,700,000) | ||
Collections on notes receivable | $ 7,219,000 | $ 56,000 | 124,000 |
Other investing activities | (25,000) | (250,000) | |
Net cash provided by (used in) investing activities | $ 3,059,000 | 15,541,000 | (48,251,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 1,000 | 28,000 | 72,000 |
Tax withholdings related to net share settlements of restricted share awards and performance shares | (424,000) | (1,283,000) | $ (802,000) |
Excess tax benefit from stock compensation plans | $ 19,000 | 553,000 | |
Payments on long-term debt | (6,357,000) | $ (5,714,000) | |
Borrowings on line of credit | $ 79,250,000 | 230,581,000 | 220,721,000 |
Repayments on line of credit | (124,837,000) | $ (272,913,000) | $ (180,334,000) |
Payments of debt issuance costs | (302,000) | ||
Payments on capital lease obligations | (2,190,000) | $ (1,255,000) | $ (5,239,000) |
Net cash (used in) provided by financing activities | (48,483,000) | (50,646,000) | 28,704,000 |
Change in cash and cash equivalents | 9,782,000 | (61,000) | 542,000 |
Cash and cash equivalents, beginning of period | 527,000 | 588,000 | 46,000 |
Cash and cash equivalents, end of period | 10,309,000 | 527,000 | 588,000 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the period for interest, net of amounts capitalized | 846,000 | 2,271,000 | 3,277,000 |
Cash (received) paid during the period for income taxes (net of refunds of $7,949, $393, and $311) | (7,743,000) | 1,982,000 | 9,592,000 |
Non-cash investing and financing activities: | |||
Accrued property and equipment purchases | 397,000 | 1,243,000 | $ 1,656,000 |
Capital lease additions | $ 854,000 | $ 804,000 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Tax refunds | $ 7,949 | $ 393 | $ 311 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The Company operates in two business segments, Water Transmission and Tubular Products. The Water Transmission segment primarily produces steel pipeline systems for use in drinking water infrastructure, and has eight manufacturing facilities, located in Portland, Oregon; Denver, Colorado; Adelanto, California; Parkersburg, West Virginia; Saginaw, Texas; St. Louis, Missouri; Salt Lake City, Utah and Monterrey, Mexico. The Tubular Products segment primarily produces steel line pipe products for energy applications, and has a manufacturing facility located in Atchison, Kansas. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at that time. On an on-going basis, the Company evaluates all of its estimates, including those related to revenue recognition, allowance for doubtful accounts, long-lived assets (including depreciation and amortization), inventories, income taxes, and litigation and other contingencies. Actual results could differ from those estimates under different assumptions or conditions. Basis of Consolidation and Presentation The consolidated financial statements include the accounts of Northwest Pipe Company and its subsidiaries over which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated. On March 30, 2014, the Company completed the sale of substantially all of the assets and liabilities associated with its oil country tubular goods (“OCTG”) business, as discussed in more detail below. The Company’s results of operations for its disposed OCTG business have been presented as discontinued operations for all periods presented within the consolidated statements of operations. Certain amounts from the prior year financial statements have been reclassified in order to conform to the current year presentation. Lucid Energy Inc. (“Lucid”), over which the Company exercises significant influence but does not control, is accounted for under the cost method of accounting. Lucid is a clean energy company based in Portland, Oregon. The carrying value of our investment is $0 at both December 31, 2015 and 2014 due to a history of net losses by Lucid. Business Acquisitions and Disposals The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Contingent consideration is calculated and recorded at the date of the acquisition. During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed as a result of information received regarding the valuation of assets and liabilities after the acquisition date, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Disposal of OCTG Business On March 30, 2014 the Company completed the sale of substantially all of the assets and liabilities associated with its OCTG business, which was conducted by the Company at its manufacturing facilities in Bossier City, Louisiana and Houston, Texas, excluding the real property located in Houston, Texas. These facilities were previously included within the Company’s Tubular Products Group. Total consideration of $42.7 million was paid by the buyer, resulting in a loss on sale of $13.5 million. The calculation of the loss on sale included a write down of $4.4 million of goodwill. Of the proceeds received, $4.3 million was placed in escrow to secure the Company’s indemnification obligations under the purchase agreement, $5.0 million was used to repay capital leases related to and secured by certain assets at the Bossier City, Louisiana manufacturing facility, $1.8 million was used to pay for transaction costs and $1.8 million was used to pay a net working capital adjustment made in September 2014, resulting in net proceeds of $29.8 million. In April 2015, the $4.3 million escrow was released to the Company. The table below presents the operating results for the Company’s discontinued operations (in thousands). These operating results for 2014 and 2013 and do not necessarily reflect what they would have been had the OCTG business not been classified as a discontinued operation. Year Ended December 31, 2014 2013 Net sales $ 22,225 $ 116,111 Cost of sales 23,881 123,888 Gross loss (1,656 ) (7,777 ) Selling, general, and administrative 396 1,509 Impairment of fixed assets - 27,500 Operating loss (2,052 ) (36,786 ) Loss on sale of business (13,497 ) - Interest income - 47 Interest expense (99 ) (344 ) Loss before income taxes (15,648 ) (37,083 ) Income tax benefit (3,934 ) (14,484 ) Loss on discontinued operations $ (11,714 ) $ (22,599 ) Acquisition of Permalok Corporation On December 30, 2013 the Company acquired 100% of the outstanding shares of capital stock of Permalok Corporation, a fabricator of steel piping utilizing the Permalok® interlocking pipe joining system. Permalok®’s rolled and welded steel pipe products provide an alternate joint solution which complements and expands the Company’s product offerings in the Water Transmission segment. Total consideration (net of cash received) of $15.7 million was paid to the owners of the business, resulting in the recording of $5.3 million of goodwill, which was included in the Water Transmission segment. As discussed in Note 5, this goodwill was fully impaired in 2015. Contingent consideration of $3.0 million and $2.7 million was recorded in liabilities as of December 31, 2015 and December 31, 2014, respectively, which represents the probability weighted contingent payment as a percentage of high, mid, and low revenue projections for years 2014, 2015 and 2016. The Company paid $1.2 million in January 2016 (included in accrued liabilities at December 31, 2015) for the contingent consideration earned on 2015 revenues. There was no payment on the contingent consideration obligation for 2014 revenues. Pro forma results of operations related to our acquisition during the year ended December 31, 2013 have not been presented because they are not material to our Consolidated Statements of Operations, either individually or in the aggregate. Cash and Cash Equivalents Cash and cash equivalents consist of cash and short term highly liquid investments with remaining maturities of three months or less when purchased. At times, the Company will have outstanding checks in excess of related bank balances (a book overdraft). If this occurs, the amount of the book overdraft will be reclassified to accounts payable, and changes in the book overdraft will be reflected as a component of operating activities in the consolidated statement of cash flows. The Company had a book overdraft of $0.9 million at December 31, 2014 and no overdraft at December 31, 2015. Receivables and Allowance for Doubtful Accounts Trade receivables are reported on the consolidated balance sheet net of any doubtful accounts. The Company maintains allowances for estimated losses resulting from the inability of its customers to make required payments or from contract disputes. The amounts of such allowances are based on Company history and management’s judgment. At least monthly, the Company reviews past due balances to identify the reasons for non-payment. The Company will write off a receivable account once the account is deemed uncollectible. The Company believes the reported allowances at December 31, 2015 and 2014 are adequate. If the customers’ financial conditions were to deteriorate resulting in their inability to make payments, or if contract disputes were to escalate, additional allowances may need to be recorded which would result in additional expenses being recorded for the period in which such determination was made. Inventories Inventories are stated at the lower of cost or market. Raw material inventories of steel are stated at cost, either on a specific identification basis or on an average cost basis. All other raw material inventories, as well as supplies, are stated on an average cost basis. Finished goods are stated at cost using the first-in, first-out method of accounting. Property and Equipment Property and equipment is stated at cost. Maintenance and repairs are expensed as incurred, and costs of new equipment and buildings, as well as costs of expansions or refurbishment of existing equipment and buildings, including interest where applicable, are capitalized. Depreciation and amortization are determined by the units of production method for most equipment and by the straight-line method for the remaining assets based on the estimated useful lives of the related assets. Estimated useful lives by major classes of property and equipment are as follows: Land improvements (15 – 30 years); Buildings (20 – 40 years); Machinery and equipment (3 – 30 years). Depreciation expense calculated under the units of production method may be less than, equal to, or greater than depreciation expense calculated under the straight-line method due to variances in production levels. Upon disposal, costs and related accumulated depreciation of the assets are removed from the accounts and resulting gains or losses are reflected in operating expenses. The Company leases certain equipment under long-term capital leases, which are being amortized on a straight-line basis over the shorter of its useful life or the lease term. The Company assesses impairment of property and equipment whenever changes in circumstances indicate that the carrying values of the asset or asset group(s) may not be recoverable. The asset group is the lowest level at which identifiable cash flows are largely independent of the cash flows of other groups of assets or liabilities. The recoverable value of long-lived asset group is determined by estimating future undiscounted cash flows using assumptions about the expected future operating performance of the Company. In conjunction with the preparation of its financial statements for the year ended December 31, 2015, the Company determined that an impairment triggering event as defined in ASC 360-10 had occurred for the Atchison asset group included within the Tubular Products segment, due to continued operating losses and plans to idle the Atchison facility in January 2016. See Note 4, “Property and Equipment” for further discussion of the property and equipment analysis performed as of December 31, 2015. In conjunction with the preparation of the financial statements for the year ended December 31, 2013, the Company determined that an impairment triggering event as defined in ASC 360-10 had occurred for the assets located at its Bossier City, Louisiana facility. See Note 4, “Property and Equipment” for further discussion of the property and equipment impairment recorded during 2013. Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the assigned fair values of the net assets in connection with an acquisition. Goodwill is reviewed for impairment annually at December 31 or whenever events occur or circumstances change that indicate goodwill may be impaired. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). Our reporting units are equivalent to our operating segments as the individual components meet the criteria for aggregation. At December 31, 2015 the Company had no goodwill. In evaluating goodwill, the Company looks at the long-term prospects for the reporting unit and recognizes that current performance may not be the best indicator of future prospects or value, which requires management judgment. The income approach is based upon projected future after-tax cash flows discounted to present value using factors that consider the timing and risk associated with the future after-tax cash flows. The market approach is based upon historical and/or forward-looking measures using multiples of revenue or EBITDA. The Company utilizes a weighted average of the income and market approaches, with a heavier weighting on the income approach because of the relatively limited number of comparable entities for which relevant multiples are available. If the carrying value of the reporting unit exceeds its calculated enterprise value, then the Company continues to assess the fair value of individual assets and liabilities, other than goodwill. The difference between the reporting unit enterprise value and the fair value of its identifiable net assets is the implied fair value of the reporting unit’s goodwill. A goodwill impairment loss is recorded for the difference between the implied fair value and its carrying value. Intangible assets consist primarily of customer relationships, patents, and trade names and trademarks recorded as the result of acquisition activity. Intangible assets are amortized using the straight-line method over estimated useful lives ranging from 3 to 15 years. See Note 5, “Goodwill and Intangible Assets” for further discussion of the Company’s goodwill and intangible asset balances. Workers Compensation The Company is self-insured, or maintains high deductible policies, for losses and liabilities associated with workers compensation claims. Losses are accrued based upon the Company’s estimates of the aggregate liability for claims incurred using historical experience and certain actuarial assumptions followed in the insurance industry. At December 31, 2015, workers compensation reserves of $4.4 million were recorded, of which $1.2 million was included in accrued liabilities and $3.2 million was included in pension and other long-term liabilities. Accrued Liabilities The Company’s accrued liabilities include payroll related liabilities, reserves for health and workers’ compensation claims, property and sales tax payable, and other liabilities expected to be paid within one year of the balance sheet date. At December 31, 2015 and 2014, accrued vacation payable of $3.0 million and $2.2 million, respectively, was included in accrued liabilities. At December 31, 2015, accrued liabilities also included reserves for expected losses on uncompleted contracts of $5.9 million and accrued property taxes of $1.3 million. Pension Benefits The Company has two defined benefit pension plans that have been frozen since 2001. The Company funds these plans to cover current plan costs plus amortization of the unfunded plan liabilities. To record these obligations, management uses estimates relating to investment returns, mortality, and discount rates. Management reviews all of these assumptions on an annual basis. Derivative Instruments The Company conducts business in foreign countries, and, from time to time, settles transactions in foreign currencies. The Company has established a program that utilizes foreign currency forward contracts to offset the risk associated with the effects of certain foreign currency exposures, typically arising from sales contracts denominated in Canadian currency. Foreign currency forward contracts are consistent with the Company’s strategy for financial risk management. The Company utilizes cash flow hedge accounting treatment for qualifying foreign currency forward contracts. Instruments that do not qualify for cash flow hedge accounting treatment are remeasured at fair value at each balance sheet date and resulting gains and losses are recognized in net income (loss). Foreign Currency Transactions Assets and liabilities subject to foreign currency fluctuations are translated into United States dollars at the period-end exchange rate, and revenue and expenses are translated at exchange rates representing an average for the period. Translation adjustments from designated hedges are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. Gains or losses on all other foreign currency transactions are recognized in the consolidated statement of operations. The functional currency of the Company’s Mexican operations is the United States dollar. Revenue Recognition Revenue from construction contracts in the Company’s Water Transmission Group is recognized on the percentage-of-completion method. For a majority of contracts, revenue is measured by the costs incurred to date as a percentage of the estimated total costs of each contract (cost-to-cost method). For a small number of contracts, revenue is measured using units of delivery as progress is best estimated by the number of units delivered under the contract. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation. Selling, general and administrative costs are charged to expense as incurred. The cost of steel is recognized as a project cost when the steel is introduced into the manufacturing process. Estimated total costs of each contract are reviewed on a monthly basis by project management and operations personnel for all active projects. All cost revisions that result in the gross profit as a percent of sales increasing or decreasing by more than two percent are reviewed by senior management personnel. The Company begins recognizing revenue on a project when persuasive evidence of an arrangement exists, recoverability is reasonably assured, and project costs are incurred. Costs may be incurred before the Company has persuasive evidence of an arrangement. In those cases, if recoverability from that arrangement is probable, the project costs are deferred and revenue recognition is delayed. Changes in job performance, job conditions and estimated profitability, including those arising from contract change orders, contract penalty provisions, foreign currency exchange rate movements, changes in raw materials costs, and final contract settlements may result in revisions to estimates of revenue, costs and income and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period such losses are known. Revenue from the Company’s Tubular Products Group is recognized when all four of the following criteria have been satisfied: persuasive evidence of an arrangement exists, the price is fixed or determinable, delivery has occurred, and collectability is reasonably assured. Deferred revenue is recorded when the manufacturing process is complete and customers are invoiced prior to physical delivery of the product. Income Taxes Income taxes are recorded using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes primarily reflects a combination of income earned and taxed in the various United States federal and state and, to a lesser extent, foreign jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. The Company records tax reserves for federal, state, local and international exposures relating to periods subject to audit. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective estimate. The Company assesses tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information has been recorded. For those tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss includes unrealized gains and losses on derivative instruments related to the effective portion of cash flow hedges and changes in the funded status of the defined benefit pension plans, both net of the related income tax effect. For further information, refer to Note 15, “Accumulated Other Comprehensive Loss”. Loss per Share Loss per basic and diluted weighted average common shares outstanding was calculated as follows for the years ended December 31 (in thousands, except per share data): 2015 2014 2013 Income (loss) from continuing operations $ (29,388 ) $ (6,173 ) $ 21,676 Loss from discontinued operations - (11,714 ) (22,599 ) Net loss $ (29,388 ) $ (17,887 ) $ (923 ) Basic weighted-average common shares outstanding 9,560 9,515 9,445 Effect of potentially dilutive common shares (1) - - 89 Diluted weighted-average common shares outstanding 9,560 9,515 9,534 Earnings (loss) per basic common share: Continuing operations $ (3.07 ) $ (0.65 ) $ 2.29 Discontinued operations - (1.23 ) (2.39 ) Total $ (3.07 ) $ (1.88 ) $ (0.10 ) Earnings (loss) per diluted common share: Continuing operations $ (3.07 ) $ (0.65 ) $ 2.27 Discontinued operations - (1.23 ) (2.37 ) Total $ (3.07 ) $ (1.88 ) $ (0.10 ) Antidilutive shares excluded from net earnings per diluted common share calculation 52 65 93 (1) Represents the effect of the assumed exercise of stock options and the vesting of restricted stock units and performance stock awards, based on the treasury stock method. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables, derivative contracts, the escrow account related to the sale of the OCTG business, and deferred compensation plan assets. Trade receivables generally represent a large number of customers, including municipalities, manufacturers, distributors and contractors, dispersed across a wide geographic base. At December 31, 2015, no customer had a balance in excess of 10% of total accounts receivable. At December 31, 2014, one customer had a balance in excess of 10% of total accounts receivable. Derivative contracts are with a financial institution whose short-term investments are rated A-1 by Standard and Poor’s. The Company’s deferred compensation plan assets, also included in other assets, are invested in a diversified portfolio of stock and bond mutual funds. Share-based Compensation The Company recognizes the compensation cost of employee and director services received in exchange for awards of equity instruments based on the grant date estimated fair value of the awards. Share-based compensation cost is recognized over the period during which the employee or director is required to provide service in exchange for the award, and as forfeitures occur, the associated compensation cost recognized to date is reversed. The Company estimates the fair value of Restricted Stock Units (“RSUs”) and Performance Stock Awards (“PSAs”) using the value of the Company’s stock on the date of grant, with the exception of market-based PSAs, for which a Monte Carlo simulation model is used. The Monte Carlo simulation model requires the use of subjective and complex assumptions including the price volatility of the underlying stock. The expected stock price volatility assumption was determined using the historical volatility of the Company’s and a comparator group of companies’ stock over the most recent historical period equivalent to the expected life. The Monte Carlo simulation model calculates many potential outcomes for an award and estimates fair value based on the most likely outcome. See Note 11, “Share-based Compensation Plans” for further discussion of the Company’s share-based compensation. Recent Accounting and Reporting Developments Accounting Changes In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” As a result of this Update, companies will be required to classify all deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the balance sheet. This is a change from the prior requirement to present deferred taxes for each jurisdiction as a net current asset or liability and net noncurrent asset or liability. The ASU is effective for public business entities beginning January 1, 2017, including interim periods in 2017, and allows for both retrospective and prospective methods of adoption. Early adoption is permitted as of the beginning of an interim or annual period. The Company adopted this ASU prospectively in the fourth quarter of 2015 and prior periods were not retrospectively adjusted. In April 2014, the FASB issued ASU 2014-08, which changes the criteria for when the disposal of a component of an entity may be presented as discontinued operations. The guidance requires that the disposal be considered a strategic shift (such as the disposal of a major geographical area, a major line of business, a major equity method investment, or other major part of an entity) which will have a major effect on a reporting entity’s operating and financial results in order to be presented as discontinued operations. Disposals which qualify for discontinued operations presentation will require expanded disclosures. The Company adopted this guidance on January 1, 2015 for any future disposals qualifying for discontinued operations presentation. Recent Accounting Standards In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements – Going Concern.” This standard requires management to evaluate for each annual and interim reporting period whether it is probable that the reporting entity will not be able to meet its obligations as they become due within one year after the date that the financial statements are issued. If the entity is in such a position, the standard provides for certain disclosures depending on whether or not the entity will be able to successfully mitigate its going concern status. This guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Company does not expect a material impact to the Company’s financial condition, results of operations or cash flows from the adoption of this guidance. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which will replace most existing revenue recognition guidance in accordance with U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for the Company beginning January 1, 2018, including interim periods in 2018, and allows for both retrospective and prospective methods of adoption. The Company is in the process of evaluating its revenue streams to determine accounting treatment under the ASU. In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” The changes in this ASU revise consolidation analysis and affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The changes become effective for the Company on January 1, 2016. The Company has determined that these changes will not have a material impact on the Company's condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in the update. The ASU will be effective for the Company beginning January 1, 2016 including interim periods in 2016. When implemented by the Company, the balance of debt issuance costs related to term debt will be netted against the Company’s term debt included in long-term liabilities. Debt issuance costs related to the Company’s revolving line of credit will continue to be classified as a deferred charge and amortized over the term of the revolving line of credit arrangement. The Company currently does not have any term debt. Implementation will be on a retrospective basis, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of applying the new guidance. The Company does not expect a material impact to the Company’s financial position, results of operations or cash flows from adoption of this guidance. In May 2015, the FASB issued ASU 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” The amendments in this ASU remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU will be effective for the Company beginning January 1, 2016. The Company does not expect a material impact to the Company’s financial position, results of operations or cash flows from adoption of this guidance. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” As a result of this ASU, companies will be required to measure inventory at the lower of cost and net realizable value. This is a change from the prior requirement to value inventory at the lower of cost or market. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory valued using the LIFO or retail inventory method is exempt from this Update. The ASU will be effective for the Company beginning January 1, 2017. The Company is in the process of evaluating the Update to determine its expected future effect on the Company’s financial position, results of operations or cash flows from adoption of this guidance. In August 2015, the FASB issued ASU 2015-15, “Interest – Imputation of interest (Subtopic 835-30).” This ASU amends Subtopic 835-30, adding SEC staff guidance regarding the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangement. The SEC staff will not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement. The ASU will be effective for the Company beginning January 1, 2016. The Company does not expect a material impact to the Company’s financial position, results of operations or cash flows from adoption of this guidance. In September 2 |
Note 2 - Costs and Estimated Ea
Note 2 - Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated Earnings | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated Earnings [Text Block] | 2. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS AND BILLINGS IN EXCESS OF COSTS AND ESTIMATED EARNINGS: Costs and estimated earnings in excess of billings on uncompleted contracts represents revenue earned under the percentage-of-completion method but not yet billable based on the terms of the contracts. These amounts are billed based on the terms of the contracts, which include achievement of milestones, partial shipments or completion of the contracts. Billings in excess of costs and estimated earnings on uncompleted contracts represents amounts billed based on the terms of the contracts in advance of costs incurred and revenue earned. December 31, 2015 2014 (in thousands) Costs incurred on uncompleted contracts $ 210,716 $ 265,552 Estimated earnings 31,921 53,744 242,637 319,296 Less billings to date (200,565 ) (276,284 ) $ 42,072 $ 43,012 Amounts are presented in the Consolidated Balance Sheets as follows: Costs and estimated earnings in excess of billings on uncompleted contracts $ 42,592 $ 45,847 Billings in excess of costs and estimated earnings on uncompleted contracts (520 ) (2,835 ) $ 42,072 $ 43,012 |
Note 3 - Inventories
Note 3 - Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 3. INVENTORIES: Inventories are stated at the lower of cost or market and consist of the following (in thousands): December 31, 2015 2014 Short-term inventories: Raw materials $ 21,486 $ 48,005 Work-in-process 1,901 1,741 Finished goods 3,641 20,663 Supplies 2,447 2,370 29,475 72,779 Long-term inventories: Finished goods 823 1,214 Total inventories $ 30,298 $ 73,993 Inventory balances are net of lower of cost or market reserves of $8.6 million and $6.6 million at December 31, 2015 and 2014, respectively. Long-term inventories are recorded in other assets. |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4. PROPERTY AND EQUIPMENT: Property and equipment consists of the following (in thousands): December 31, 2015 2014 Land and improvements $ 23,903 $ 23,689 Buildings 44,409 42,368 Machinery and equipment 146,704 140,578 Equipment under capital lease 924 6,001 Construction in progress 2,359 4,183 218,299 216,819 Less accumulated depreciation and amortization (86,451 ) (84,224 ) Property and equipment, net $ 131,848 $ 132,595 Depreciation expense, which includes amortization of capital lease assets, was $9.1 million, $13.6 million, and $13.3 million for the years ended December 31, 2015, 2014, and 2013, respectively. Accumulated amortization associated with property and equipment under capital leases was $0.3 million and $4.2 million at December 31, 2015 and 2014, respectively. In conjunction with the preparation of its financial statements for the year ended December 31, 2015, the Company determined that an impairment triggering event as defined in ASC 360-10 had occurred for the Atchison asset group included within the Tubular Products segment, due to continued operating losses and plans to idle the Atchison facility in January 2016. The Company performed a recoverability test for the asset group, in which the carrying value of the asset group was compared against associated undiscounted future cash flows. This analysis determined that the undiscounted future cash flows substantially exceeded the carrying value of the asset group; thus, the carrying value of the asset group was not impaired at December 31, 2015. In conjunction with the preparation of its financial statements for the quarter ended June 30, 2015, the Company determined that an impairment triggering event as defined in ASC 360-10 had occurred for the asset group included within the Water Transmission segment due to the impairment of its Water Transmission goodwill. The Company performed a recoverability test for the asset group, in which the carrying value of the asset group was compared against associated undiscounted future cash flows. This analysis determined that the undiscounted future cash flows substantially exceeded the carrying value of the asset group; thus, the carrying value of the asset group was not impaired at June 30, 2015. Subsequent to June 30, 2015, no triggering events for the Water Transmission asset group have occurred, and therefore a quantitative recoverability test for this asset group was not performed at December 31, 2015. In conjunction with the preparation of its financial statements for the year ended December 31, 2014, the Company determined that an impairment triggering event as defined in ASC 360-10 had occurred for the asset groups included within the Tubular Products segment due to the impairment of its Tubular Products goodwill (see Note 5, “Goodwill and Intangible Assets”). The Company performed a recoverability test for each asset group, in which the carrying value of the asset group was compared against associated undiscounted future cash flows. This analysis determined that the carrying values of the asset groups were recoverable at December 31, 2014. In conjunction with the preparation of its financial statements for the year ended December 31, 2013, the Company determined that an impairment triggering event as defined in ASC 360-10 had occurred for the assets located at its Bossier City, Louisiana facility due to increased competition in the OCTG market, pricing pressures from imported pipe, and growing inventory balances. This facility was included within our Tubular Products Group. The Company performed a recoverability test in which the carrying values of the asset groups were compared against the probability weighted undiscounted future cash flows of various future scenarios using Company-specific assumptions. The analysis determined that the carrying value of the asset group was not recoverable as the undiscounted cash flows were less than the carrying value of the asset group. The Company then compared the carrying value to the fair market value of the asset group. Management determined fair value using third-party appraisals, as discussed in Note 8. This analysis resulted in an impairment charge of $27.5 million, which is included in discontinued operations for 2013 as the related assets were sold as part of the sale of the OCTG business in March 2014. |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 5. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of purchase price over the assigned fair values of the assets and liabilities assumed in conjunction with an acquisition. As discussed in Note 1, goodwill is reviewed for impairment annually at December 31 or whenever events occur or circumstances change that indicate goodwill may be impaired. Goodwill related to the Company’s Water Transmission Group of $5.3 million was quantitatively evaluated with consideration of the income and market approaches as applicable. Due to Water Transmission market conditions in 2015, the Company determined that its Water Transmission Group goodwill was impaired at June 30, 2015, and was completely written off in the second quarter of 2015. Goodwill related to the Company’s Tubular Products Group of $16.1 million was quantitatively evaluated with consideration of the income and market approaches as applicable. Due to negative impacts on our Tubular Products business as a result of the worldwide turmoil in crude oil markets, which became significant in the fourth quarter of 2014, we concluded that there was no implied fair value of the Tubular Products Group goodwill and that it should be completely written off as of December 31, 2014. The Company had allocated $4.4 million of goodwill to the two OCTG plants disposed in March 2014, and recorded the related write-off of that goodwill as part of the loss on sale of business in the Company’s consolidated statement of operations. Goodwill assigned to the Company’s Water Transmission and Tubular Products Groups is as follows (in thousands): Water Transmission Tubular Products Total Goodwill balance, December 31, 2012 $ - $ 20,478 $ 20,478 Additions 5,282 - 5,282 Goodwill balance, December 31, 2013 5,282 20,478 25,760 Adjustment for the sale of OCTG business - (4,412 ) (4,412 ) Impairment adjustment - (16,066 ) (16,066 ) Goodwill balance, December 31, 2014 5,282 - 5,282 Impairment adjustment (5,282 ) - (5,282 ) Goodwill balance, December 31, 2015 $ - $ - $ - Intangible Assets Intangible assets consist of the following at December 31, 2015 (in thousands): Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Remaining Weighted-Average Amortization Period (in years) Customer relationships $ 1,378 $ (275 ) $ 1,103 8.0 Patents 1,162 (465 ) 697 3.0 Trade names and trademarks 1,132 (151 ) 981 13.0 Other (1) 295 (155 ) 140 2.0 Total $ 3,967 $ (1,046 ) $ 2,921 8.2 (1) Other intangibles consist of favorable lease contracts and non-compete agreements The Company recorded amortization expense of $0.5 million, $0.5 million and zero in 2015, 2014 and 2013, respectively. The estimated amortization expense for the next five fiscal years is as follows (in thousands): 2016 $ 523 2017 495 2018 459 2019 213 2020 213 Thereafter 1,018 $ 2,921 |
Note 6 - Line of Credit
Note 6 - Line of Credit | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6 . LINE OF CREDIT : On October 26, 2015, the Company entered into a Loan and Security Agreement (the “Agreement”) with Bank of America, N.A. The Agreement expires on October 25, 2018 and provides for revolving loans and letters of credit in the aggregate amount of up to $60 million, subject to a borrowing base. The borrowing base is calculated by applying various advance rates to eligible accounts receivable, costs and expected earnings in excess of billings, inventories, and fixed assets, subject to various exclusions, adjustments, and sublimits. Borrowings under the Agreement bear interest at rates related to LIBOR plus 1.75% to 2.25%, or at Bank of America’s prime rate plus 0.75% to 1.25%. Borrowings under the Agreement are secured by substantially all of the Company’s assets. On December 31, 2015, there were no outstanding borrowings, and the Company’s borrowing capacity was $23.2 million, net of outstanding letters of credit, under the Agreement. The Agreement also contains customary representations, warranties and events of default, which include the occurrence of events or circumstances which have a Material Adverse Effect, as defined in the Agreement. Payment of outstanding advances may be accelerated, at the option of Bank of America, should the Company default in its obligations under the Agreement. In conjunction with entering into the Loan and Security Agreement, the Company terminated the Second Amended and Restated Credit Agreement dated as of October 24, 2012. The Company incurred incremental interest expense of approximately $0.4 million during the fourth quarter of 2015 related to the write-off of unamortized financing costs associated with the terminated agreement. At December 31, 2014, the Company had $45.6 million of borrowings on its former line of credit agreement. Under that agreement, the Company’s borrowings bore interest at LIBOR plus 1.75% to 2.75%, or the lending institution’s prime rate plus 0.75% to 1.75%. The Company was able to borrow at LIBOR plus 2.0% at December 31, 2014. The Credit Agreement had a weighted average rate of 2.43% at December 31, 2014. Interest expense for continuing operations from Line of Credit borrowings, Term Notes, and capital leases was $1.4 million, net of amounts capitalized of $0.1 million in 2015, $2.3 million, net of amounts capitalized of $0.2 million in 2014 and $3.6 million, net of amounts capitalized of $0.4 million in 2013. |
Note 7 - Leases
Note 7 - Leases | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Leases of Lessee Disclosure [Text Block] | 7 . LEASES: Capital Leases The Company leases certain equipment used in the manufacturing process. The future minimum payments under the Company’s capital leases are as follows (in thousands): 2016 $ 381 2017 280 2018 209 2019 188 2020 92 Thereafter - Total minimum lease payments 1,150 Amount representing interest (92 ) Present value of minimum lease payments with average interest rates of 4.87% 1,058 Current portion of capital lease obligation 340 Capital lease obligation, less current portion $ 718 We had a total of $1.1 million in capital lease obligations outstanding at December 31, 2015. The weighted average interest rate on all of the Company’s capital leases is 4.87%. The Company’s capital leases are for certain equipment used in the manufacturing process. Interest expense on discontinued operations was zero in 2015, $0.1 million in 2014, and $0.3 million in 2013, which was related to a capital lease at our former Bossier, Louisiana facility. Operating Leases The Company has entered into various equipment and property leases with terms of ten years or less. Total rental expense from continuing operations for 2015, 2014, and 2013 was $3.2 million, $3.2 million, and $2.8 million, respectively. Certain of the Company’s operating lease agreements include renewals and/or purchase options set to expire at various dates. Future minimum payments as of December 31, 2015 for operating leases with initial or remaining terms in excess of one year are (in thousands): 2016 $ 2,664 2017 2,425 2018 1,309 2019 893 2020 790 Thereafter 1,832 $ 9,913 |
Note 8 - Fair Value Measurement
Note 8 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 8 . FAIR VALUE MEASUREMENTS: Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis The Company records its financial assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The guidance for fair value measurements also applies to nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities. The authoritative guidance establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. These levels are: Level 1 (inputs are quoted prices in active markets for identical assets or liabilities); Level 2 (inputs are other than quoted prices that are observable, either directly or indirectly through corroboration with observable market data); and Level 3 (inputs are unobservable, with little or no market data that exists, such as internal financial forecasts). The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes information regarding the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis (in thousands): Description Balance at December 31, 2015 Level 1 Level 2 Level 3 Financial assets Deferred compensation plan $ 6,357 $ 5,075 $ 1,282 $ - Derivatives 296 - 296 - Total assets $ 6,653 $ 5,075 $ 1,578 $ - Financial liabilities Contingent consideration $ (2,974 ) $ - $ - $ (2,974 ) Description Balance at December 31, 2014 Level 1 Level 2 Level 3 Financial assets Deferred compensation plan $ 6,237 $ 4,953 $ 1,284 $ - Derivatives 32 - 32 - Total assets $ 6,269 $ 4,953 $ 1,316 $ - Financial liabilities Contingent consideration $ (2,679 ) $ - $ - $ (2,679 ) Derivatives (5 ) - (5 ) - Total liabilities $ (2,684 ) $ - $ (5 ) $ (2,679 ) The deferred compensation plan assets consists of cash and several publicly traded stock and bond mutual funds, valued using quoted market prices in active markets classified as Level 1 within the fair value hierarchy, as well as securities that are not actively traded on major exchanges, valued using the net asset value of the underlying investments classified as Level 2 within the fair value hierarchy. The Company’s derivatives consist of foreign currency forward contracts, which are accounted for as cash flow hedges, and are valued using various pricing models or discounted cash flow analyses that incorporate observable market parameters, such as interest rate yield curves and currency rates, classified as Level 2 within the valuation hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by the counterparty or the Company. The contingent consideration liability represents the probability weighted contingent payment as a percentage of high, mid, and low revenue projections for the following three fiscal years following the acquisition of Permalok® on December 30, 2013. Our fair value estimate of this liability was $3.0 million at December 31, 2015 and $2.7 million at December 31, 2014. The inputs used to measure contingent consideration are classified as Level 3 within the valuation hierarchy. The valuation is not supported by market criteria and reflects the Company’s internal revenue forecasts. Changes in the fair value of the contingent consideration payment will be reflected in cost of sales during the period which the change in the estimated fair value is calculated. The net carrying amounts of cash and cash equivalents, trade and other receivables, accounts payable, accrued liabilities and borrowings on line of credit approximate fair value due to the short-term nature of these instruments. Assets Measured and Recorded at Fair Value on a Non-Recurring Basis The Company measures its financial assets, including loans receivable and non-marketable equity method investments, at fair value on a non-recurring basis when they are determined to be other-than-temporarily impaired. The fair value of these assets is determined using Level 3 unobservable inputs due to the absence of observable market inputs, and because the valuations require management judgment. There were no material impairment charges recorded on investments in 2015 and 2014. During 2013, there was a $0.3 million impairment charge recorded on investments. Impairment charges recorded on investments were included in other expense (income) in the consolidated statement of operations. If required as part of its goodwill impairment assessments, the Company calculates the business enterprise value of applicable reporting units. This calculation uses a weighted average of income and market approaches, and is classified as Level 3 in the valuation hierarchy. The income approach is primarily driven by inputs from the Company’s internal financial forecasts. The market approach incorporates inputs from market participant data, as well as inputs derived from Company assumptions. Due to Water Transmission market conditions in 2015, the Company determined that its Water Transmission Group goodwill of $5.3 million was impaired at June 30, 2015, and it was completely written off. For 2014, the goodwill impairment assessment analysis resulted in the impairment of Tubular Products goodwill of $16.1 million at December 31, 2014. There were no goodwill impairments in 2013. As part of its analysis of impairment of long lived asset groups as of December 31, 2013, the Company determined the fair value of two of its asset groups using third party appraisals. The inputs used in the third party appraisals are classified as Level 3 in the valuation hierarchy, due to limited observed market data and because the valuations require significant judgments. The analysis resulted in a long-lived asset group impairment of $27.5 million, which is included in loss from discontinued operations for 2013. |
Note 9 - Derivative Instruments
Note 9 - Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 9 . DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES: The Company conducts business in various foreign countries and, from time to time, settles transactions in foreign currencies. The Company has established a program that utilizes foreign currency forward contracts to offset the risk associated with the effects of certain foreign currency exposures, typically arising from sales contracts denominated in Canadian dollars. Instruments that do not qualify for cash flow hedge accounting treatment are re-measured at fair value on each balance sheet date and resulting gains and losses are recognized in net income. There were no derivative contracts not designated as hedges as of December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total notional amount of the derivative contracts designated as hedges was $6.3 million (CAD$8.7 million) and $1.3 million (CAD$1.5 million), respectively. Derivative assets are included within prepaid expenses and other and derivative liabilities are included within accrued liabilities within the consolidated balance sheets. All of the Company’s foreign currency forward contracts are subject to an enforceable master netting arrangement. The Company presents its foreign currency forward contract assets and liabilities within the consolidated balance sheet at their gross fair values. For each derivative contract entered into in which the Company seeks to obtain cash flow hedge accounting treatment, the Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking the hedge transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. This process includes linking all derivatives to specific firm commitments or forecasted transactions and designating the derivatives as cash flow hedges. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative contracts that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The effective portion of these hedged items is reflected in other comprehensive income on the consolidated statement of stockholders’ equity. If it is determined that a derivative contract is not highly effective, or that it has ceased to be a highly effective hedge, the Company will be required to discontinue hedge accounting with respect to that derivative contract prospectively. All of the Company’s Canadian dollar forward contracts have maturities less than 12 months as of December 31, 2015, except one contract with a notional value of $4.4 million (CAD $5.9 million) which has a remaining maturity of 15 months. For the years ended December 31, 2015, 2014 and 2013, gains (losses) of $0.4 million, $0.1 million and ($0.1) million, respectively, from derivative contracts not designated as hedging instruments were recognized in net sales from continuing operations. At December 31, 2015, there was $0.1 million of unrealized pretax gain on outstanding derivatives included in accumulated other comprehensive loss, substantially all of which is expected to be reclassified to net sales from continuing operations within the next 12 months as a result of underlying hedged transactions also being recorded in net sales from continuing operations. See Note 15, “Accumulated Other Comprehensive Loss” for additional quantitative information regarding derivative gains and losses. |
Note 10 - Retirement Plans
Note 10 - Retirement Plans | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 10 . RETIREMENT PLANS: Defined Contribution Plan The Company has a defined contribution retirement plan that covers substantially all of its employees and provides for a Company match of up to 50% of the first 6% of employee contributions to the plan, subject to certain limitations. The defined contribution retirement plan offers 15 investment options. Defined Benefit Plans The Company has two noncontributory defined benefit plans. Effective 2001, both plans were frozen, and participants were fully vested in their accrued benefits as of the date each plan was frozen. No additional participants can be added to the plans and no additional service can be earned by participants subsequent to the date the plans were frozen. The funding policy for both of these plans is based on current plan costs plus amortization of the unfunded plan liability. All current employees covered by these plans are now covered by the defined contribution retirement plan. As of December 31, 2015, the Company had recorded, in accordance with the actuarial valuation, an accrued pension liability of $1.9 million and an unrecognized actuarial loss, net of tax, of $1.6 million in accumulated other comprehensive loss. As of December 31, 2014 the Company had recorded, in accordance with the actuarial valuation, an accrued pension liability of $2.1 million and an unrecognized actuarial loss, net of tax, of $1.9 million in accumulated other comprehensive loss. Additionally, as of December 31, 2015 and 2014, the projected and accumulated benefit obligation was $6.4 million and $6.9 million, respectively, and the fair value of plan assets was $4.5 million and $4.8 million, respectively. The net periodic benefit cost was $0.4 million for the year ended December 31, 2015, $0.2 million for the year ended December 31, 2014, and $0.4 million for the year ended December 31, 2013. The weighted average discount rates used to measure the projected benefit obligation were 3.91% and 3.54% as of December 31, 2015 and 2014, respectively. The plan assets are invested in growth mutual funds, consisting of a mix of debt and equity securities, which are categorized as Level 2 under the fair value hierarchy. The expected weighted average long-term rate of return on plan assets was 7.5% as of December 31, 2015 and 2014. Non-qualified Retirement Savings Plan The Company has a deferred compensation plan that covers officers and selected highly compensated employees. The deferred compensation plan generally matches up to 50% of the first $10,000 of officer contributions to the plan and the first $5,000 of other selected highly compensated employee contributions, subject to certain limitations. It also provides officers with a Company funded component with a retirement target benefit, however this component of the plan was frozen in 2015. The retirement target benefit amount is an actuarially estimated amount necessary to provide 35% of final base pay after a 35-year career with the Company or 1% of final base pay per year of service. The actual benefit, however, assumes an investment growth at 8% per year. Should the investment growth be greater than 8%, the benefit will be more, but if it is less than 8%, the amount will be less and the Company does not make up any deficiency. At December 31, 2015 and 2014, the Company had recorded liabilities for deferred compensation of $6.4 million and $6.6 million, respectively. Total expense for all retirement plans in 2015, 2014 and 2013 was $1.5 million, $1.8 million and $1.8 million, respectively. |
Note 11 - Share-based Compensat
Note 11 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11 . SHARE-BASED COMPENSATION PLANS: The Company has one active stock incentive plan for employees and directors, the 2007 Stock Incentive Plan, which provides for awards of stock options to purchase shares of common stock, stock appreciation rights, restricted and unrestricted shares of common stock, restricted stock units (“RSUs”) and performance share awards (“PSAs”). In addition, the Company has one inactive stock option plan, the 1995 Stock Options Plan for Nonemployee Directors, under which previously granted options remain outstanding. The plans provide that options become exercisable according to vesting schedules, which range from immediate to ratably over a 60-month period. Options terminate 10 years from the date of grant. The plans also provide for other equity instruments, such as RSUs and PSAs, which grant the right to receive a specified number of shares over a specified period of time. RSUs are service-based awards and vest according to vesting schedules, which range from immediate to ratably over a three-year period. PSAs are service-based awards with a market-based vesting condition. Vesting of the market-based PSAs is dependent upon the performance of the market price of the Company’s stock relative to a comparator group of companies and ranges from two to three years. The following summarizes share-based compensation expense recorded: Year ended December 31, 2015 2014 2013 (in thousands) Cost of sales $ 412 $ 337 $ 662 Selling, general and administrative expenses 1,362 2,609 2,398 Total $ 1,774 $ 2,946 $ 3,060 As of December 31, 2015, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $1.1 million, which is expected to be recognized over a weighted average period of 1.0 years. There were no options granted during 2015, 2014 or 2013. There were 690,889 shares of common stock available for future issuance under the Company’s stock compensation plans at December 31, 2015. Stock Options Awards A summary of status of the Company’s stock options as of December 31, 2015 and changes during the three years then ended is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in years) (in thousands) Balance, December 31, 2013 40,000 $ 25.44 Options granted - - Options exercised (2,000 ) 14.00 Options cancelled - - Balance, December 31, 2014 38,000 26.05 Options granted - - Options exercised (2,000 ) 22.07 Options cancelled (8,000 ) 29.98 Balance, December 31, 2015 28,000 25.21 Exercisable and Outstanding, December 31, 2015 28,000 25.21 3.77 $ - The total intrinsic value, defined as the difference between the current market value and the grant price, of options exercised during the years ended December 31, 2015, 2014 and 2013 was $2,000, $43,000 and $0.1 million, respectively. The following table summarizes information about stock options outstanding at December 31, 2015: Options Outstanding Options Exercisable Exercise Price Per Share Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Per Share Number of Options Weighted Average Exercise Price Per Share $24.15 24,000 4.25 $24.15 24,000 $24.15 28.31 2,000 0.36 28.31 2,000 28.31 34.77 2,000 1.41 34.77 2,000 34.77 28,000 3.77 25.21 28,000 25.21 Restricted Stock Units and Performance Awards The Company estimates the fair value of Restricted Stock Units (“RSUs”) and Performance Stock Awards (“PSAs”) using the value of the Company’s stock on the date of grant, with the exception of market-based PSAs, for which a Monte Carlo simulation model is used. The assumptions used in the Monte Carlo simulation model for PSAs granted during 2014 and 2013 were: 2014 2013 Expected stock price volatility 23.7% - 65.0% 24.6% - 60.1% Risk free interest rate 0.61% 0.41% Expected dividend yield 0% 0% A summary of status of the Company’s RSUs and PSAs as of December 31, 2015 and changes during the three years then ended is presented below: Number of RSUs and PSAs (1) Weighted Average Grant Date Fair Value Unvested RSUs and PSAs at December 31, 2013 257,087 $ 30.69 RSUs and PSAs granted 87,353 41.76 Unvested RSUs and PSAs cancelled (32,756 ) 32.36 RSUs and PSAs vested (2) (80,469 ) 25.81 Unvested RSUs and PSAs at December 31, 2014 231,215 36.34 RSUs and PSAs granted - - Unvested RSUs and PSAs cancelled (53,960 ) 36.12 RSUs and PSAs vested (49,403 ) 30.01 Unvested RSUs and PSAs at December 31, 2015 127,852 $ 38.87 (1) The number of shares disclosed in this table are at the target level of 100%. (2) 13,161 additional shares were vested for performance share awards that were granted in 2011 for the three-year performance period ended December 31, 2013, based on achievement of an actual payout percentage of 143%. The unvested balance of RSUs and PSAs at December 31, 2015 includes approximately 110,000 PSAs included at a target level. The vesting of these awards is subject to the achievement of specified market-based conditions, and the actual number of common shares that will ultimately be issued will be determined by multiplying this number of PSAs by a payout percentage ranging from 0% to 200%. The total fair value of RSUs and PSAs vested during the years ended December 31, 2015, 2014, and 2013 was $1.6 million, $3.5 million and $2.1 million, respectively. Stock Awards For the years ended December 31, 2015, 2014 and 2013, stock awards were granted to non-employee directors, which vested immediately upon issuance, as follows: 10,464 shares; 9,150 shares; and 4,912 shares, respectively. The Company recorded compensation expense based on the fair market value per share of the awards on the grant dates of $21.02 in 2015, $36.00 and $36.41 in 2014, and $27.49 in 2013. |
Note 12 - Shareholder Rights Pl
Note 12 - Shareholder Rights Plan | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Shareholder Rights Plan Disclosure [Text Block] | 12 . SHAREHOLDER RIGHTS PLAN: In June 1999, the Board of Directors adopted a Shareholder Rights Plan (the “Plan”) designed to ensure fair and equal treatment for all shareholders in the event of a proposed acquisition of the Company by enhancing the ability of the Board of Directors to negotiate more effectively with a prospective acquirer, and reserved 150,000 shares of Series A Junior Participating Preferred Stock (“Preferred Stock”) for purposes of the Plan. In connection with the adoption of the Plan, the Board of Directors declared a dividend distribution of one non-detachable preferred stock purchase right (a “Right”) per share of common stock, payable to shareholders of record on July 9, 1999. Each Right represents the right to purchase one one-hundredth of a share of Preferred Stock at a price of $83.00, subject to adjustment. The Rights will be exercisable only if a person or group acquires, or commences a tender offer to acquire, 15% or more of the Company’s outstanding shares of common stock. Subject to the terms of the Plan and upon the occurrence of certain events, each Right would entitle the holder to purchase common stock of the Company, or of an acquiring company in certain circumstances, having a market value equal to two times the exercise price of the Right. The Company may redeem the Rights at a price of $0.01 per Right under certain circumstances. On June 18, 2009, the Company and Computershare (“Rights Agent”) entered into an Amended and Restated Rights Agreement (the “Amended and Restated Rights Agreement”). The Amended and Restated Rights Agreement amended and restated the Rights Agreement dated as of June 28, 1999 between the Company and ChaseMellon Shareholder Services, L.L.C. (predecessor to the Rights Agent). The Amended and Restated Rights Agreement extended the final expiration date of the Rights from June 28, 2009 to June 28, 2019. The Amended and Restated Rights Agreement also reflected certain changes in the rights and obligations of the Rights Agent and certain changes in procedural requirements under the Amended and Restated Rights Agreement. |
Note 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 13 . COMMITMENTS AND CONTINGENCIES: Portland Harbor Superfund On December 1, 2000, a section of the lower Willamette River known as the Portland Harbor Site was included on the National Priorities List at the request of the United States Environmental Protection Agency (the “EPA”). While the Company’s Portland, Oregon manufacturing facility does not border the Willamette River, an outfall from the facility’s stormwater system drains into a neighboring property’s privately owned stormwater system and slip. Since the listing of the site, the Company was notified by the EPA and the Oregon Department of Environmental Quality (“ODEQ”) of potential liability under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”). In 2008, the Company was asked to file information disclosure reports with the EPA (CERCLA 104 (e) information request). A remedial investigation and feasibility study (“RI/FS”) of the Portland Harbor Site has been directed by a group of 14 potentially responsible parties known as the Lower Willamette Group (the “LWG”) under agreement with the EPA. The final draft remedial investigation (“RI”) was submitted to the EPA by the LWG in fall of 2011 and a draft feasibility study (“FS”) was submitted by the LWG to the EPA in March 2012. The revised draft FS submitted in 2015 identifies six possible remedial alternatives which range in estimated cost from approximately $790 million to $2.5 billion and estimates it will take up to 18 years to implement the remedial work, depending on the selected alternative. The report does not determine who is responsible for the costs of cleanup or how the cleanup costs will be allocated among the potentially responsible parties. As of the date of this filing, the final RI and the revised FS are pending approval of the EPA. In 2001, groundwater containing elevated volatile organic compounds (“VOCs”) was identified in one localized area of leased property adjacent to the Portland facility furthest from the river. Assessment work was conducted in 2002 and 2003 to further characterize the groundwater. In February 2005, the Company entered into a Voluntary Agreement for Remedial Investigation and Source Control Measures (the “Agreement”) with ODEQ. The Company performed RI work required under the Agreement and submitted a draft RI/Source Control Evaluation Report (“SCE”) in December 2005, a revised draft RI/SCE Report in January 2014, and a further revised RI/SCE Report in March 2015. The conclusions of the report include: (1) the VOCs found in the groundwater do not present an unacceptable risk to human or ecological receptors in the Willamette River; (2) there is no evidence at this time showing a connection between detected VOCs in groundwater and Willamette River sediments; (3) the interim remedial measure to conduct a limited excavation of soil and full paving of the site was completed; (4) a state-of-the art stormwater treatment system was installed; and (5) an area of stained soil was characterized and remediated. In May 2015, and subsequently in August and October 2015, the Company received the EPA’s and ODEQ’s comments, respectively, requesting additional information and modifications to the revised RI/SCE Report, including the request to conduct additional groundwater sampling. The Company is working with consultants to address the comments and questions from the EPA and ODEQ, and in December 2015 submitted a Supplemental Groundwater Sampling Work Plan to the EPA and ODEQ. The Company spent $0.2 million for further Source Control work in 2015, and spent $0.1 million in 2014 and less than $0.1 million in 2013. Concurrent with the activities of the EPA and ODEQ, the Portland Harbor Natural Resources Trustee Council (“Trustees”) sent some or all of the same parties, including the Company, a notice of intent to perform a Natural Resource Damage Assessment (“NRDA”) for the Portland Harbor Site to determine the nature and extent of natural resource damages under CERCLA section 107. The Trustees for the Portland Harbor Site consist of representatives from several Northwest Indian Tribes, three federal agencies and one state agency. The Trustees act independently of the EPA and ODEQ. The Trustees have encouraged potentially responsible parties to voluntarily participate in the funding of their injury assessments and several of those parties have agreed to do so. In June 2014, the Company agreed to participate in the injury assessment process, which included funding $0.4 million of the assessment; of this amount, $0.2 million was paid in July 2014 and the remainder was paid in January 2015. The Company has not assumed any additional payment obligations or liabilities with the participation with the NRDA. The Company’s potential liability is a portion of the costs of the remedy the EPA will select for the entire Portland Harbor Superfund Site. The cost of that remedy is expected to be allocated among more than 100 potentially responsible parties. Because of the large number of responsible parties and the variability in the range of remediation alternatives, the Company is unable to estimate an amount or an amount within a range of costs for its obligation with respect to the Portland Harbor Site matters, and no further adjustment to the consolidated financial statements has been recorded as of the date of this filing. The Company has insurance policies for defense costs, as well as indemnification policies it believes will provide reimbursement for any share of the remediation assessed. However, the Company can provide no assurance that those policies will cover all of the costs which the Company may incur. In December 2014, a federal district court approved settlements between the Company and two of its insurance carriers. The Company released its interests in the related insurance policies, and received $2.6 million in January 2015 for reimbursement of past indemnification and defense costs incurred by the Company associated with the Portland Harbor Site, substantially all of which reduced cost of sales in 2014. Notwithstanding these settlements, the Company continues to have insurance coverage for indemnification and defense costs related to the Portland Harbor Site as described above. Houston Environmental Issue In connection with the Company’s sale of its OCTG business, a Limited Phase II Environmental Site Assessment was conducted at the Houston, Texas plant and completed in March 2014, which revealed the presence of VOCs in the groundwater and certain metals in the soil. In June 2014, the Company was accepted into the Texas Commission on Environmental Quality (“TCEQ”) Voluntary Cleanup Program (“VCP”) to address these issues and obtain a Certificate of Completion from TCEQ. The cost of any potential cleanup will not be covered by insurance. However, any costs incurred will be reimbursed by the purchaser of the OCTG business (see Note 1, under Disposal of OCTG Business) if the purchaser of the OCTG business exercises its option to purchase the property under certain circumstances after the Certificate of Completion is obtained. While the final remediation approach has not yet been determined, the Company has completed an initial assessment and currently estimates the future costs associated with the VCP to be between $0.2 million and $2.2 million. At December 31, 2015, the Company has a $0.3 million accrual for remediation costs based on the low-end estimate of future costs using a probability-weighted analysis of remediation approaches and estimates closure of the issue to occur between the first quarter of 2017 and the third quarter of 2018. The proposed remediation approach includes a municipal ordinance to prevent consumption of shallow groundwater from beneath the property, thereby eliminating the need for more costly remediation measures. Site assessment and monitoring activities are currently underway to satisfy the requirements of the City of Houston and TCEQ for implementation of the municipal ordinance. All Sites The Company operates its facilities under numerous governmental permits and licenses relating to air emissions, storm water run-off, and other environmental matters. The Company’s operations are also governed by many other laws and regulations, including those relating to workplace safety and worker health, principally the Occupational Safety and Health Act and regulations there under which, among other requirements, establish noise and dust standards. The Company believes it is in material compliance with its permits and licenses and these laws and regulations, and the Company does not believe that future compliance with such laws and regulations will have a material adverse effect on its financial position, results of operations or cash flows. Other Contingencies From time to time, the Company is involved in litigation relating to claims arising out of its operations in the normal course of its business. The Company maintains insurance coverage against potential claims in amounts that are believed to be adequate. To the extent that insurance does not cover legal, defense, and indemnification costs associated with a loss contingency, such costs will be expensed as incurred. The Company believes that it is not presently a party to any other litigation, the outcome of which would have a material adverse effect on its business, financial condition, results of operations or cash flows. Guarantees The Company has entered into certain stand-by letters of credit that total $2.1 million at December 31, 2015. The stand-by letters of credit relate to workers’ compensation insurance. |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 1 4. INCOME TAXES: The components of income tax expense for continuing operations are as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Current: Federal $ (5,076 ) $ 4,336 $ 9,097 State 26 334 690 Total current tax expense (benefit) (5,050 ) 4,670 9,787 Deferred: Federal (8,855 ) 305 2,631 State 1,954 (324 ) (60 ) Total deferred tax expense (benefit) (6,901 ) (19 ) 2,571 $ (11,951 ) $ 4,651 $ 12,358 The difference between the Company’s effective income tax rates and the statutory United States federal income tax rate of 35% is explained as follows: Year Ended December 31, 2015 2014 2013 (in thousands) Provision (benefit) at statutory rate of 35% $ (14,470 ) $ (532 ) $ 11,921 State provision (benefit), net of federal tax effect (866 ) (96 ) 370 Federal and state tax credits (6,684 ) (91 ) (525 ) Disallowed domestic manufacturing deduction 630 - (641 ) Change in valuation allowance 5,210 9 954 Uncertain tax positions 2,082 5 (7 ) Goodwill impairment (nondeductible) 1,849 5,623 - Nondeductible expenses 91 207 345 Nontaxable adjustment to contingent consideration 103 (611 ) - Other 104 137 (59 ) $ (11,951 ) $ 4,651 $ 12,358 Effective tax rate (28.9) % 305.6 % 36.3 % The Company completed a research and development (R&D) tax credit study for 2014 in the third quarter of 2015, resulting in a significantly higher credit than previously estimated; therefore, a discrete benefit of $2.5 million was recorded in the third quarter of 2015. In 2015, the Company also recorded a $5.2 million valuation allowance on a portion of its deferred tax assets, primarily related to federal and state tax credits and state net operating loss carryforwards. The tax effect of temporary differences that give rise to significant portions of deferred tax assets and liabilities is presented below: December 31, 2015 2014 (in thousands) Deferred tax assets: Costs and estimated earnings in excess of billings on uncompleted contracts, net $ 2,888 $ 2,186 Accrued employee benefits 5,946 5,324 Inventories 2,618 1,937 Trade receivable, net 266 372 Net operating loss carryforwards 7,843 582 Tax credit carryforwards 4,791 996 Other assets 2,737 6,067 Other 520 1,441 27,609 18,905 Valuation allowance (7,057 ) (1,858 ) 20,552 17,047 Deferred tax liabilities: Property and equipment (24,229 ) (23,903 ) Intangible assets (980 ) (1,150 ) Prepaid expenses (467 ) (522 ) (25,676 ) (25,575 ) Net deferred tax liabilities $ (5,124 ) $ (8,528 ) In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, taxable income in carryback periods and tax planning strategies in making this assessment. Because the Company has a recent history of generating cumulative losses, management did not consider projections of future taxable income as persuasive evidence for the recoverability of its deferred tax assets. The Company believes it is more likely than not it will realize the benefits of its deductible differences as of December 31, 2015, net of any valuation allowance. As of December 31, 2015, the Company had approximately $19 million of federal net operating loss carryforwards, which expire in 2035, and $3.1 million of federal tax credit carryforwards, which expire on various dates between 2023 and 2035. As of December 31, 2015, the Company also had approximately $34 million of state net operating loss carryforwards, which expire on various dates between 2019 and 2035, and state tax credit carryforwards of $2.8 million, which begin to expire in 2016. The Company considers the earnings of its Mexican subsidiary to be indefinitely reinvested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs. Should the Company decide to repatriate the foreign earnings, the income tax provision would be adjusted in the period it is determined that the earnings will no longer be indefinitely reinvested outside the United States, and a deferred tax liability of approximately $0.8 million related to the United States federal and state income taxes and foreign withholding taxes on approximately $2.3 million of undistributed foreign earnings would be recorded. The Company files income tax returns in the United States Federal jurisdiction, in a limited number of foreign jurisdictions, and in many state jurisdictions. Internal Revenue Service examinations have been completed for years prior to 2011. With few exceptions, the Company is no longer subject to United States Federal or state income tax examinations for years before 2011. The Company is currently under Colorado income tax audit for the years 2009 to 2013. It is reasonably possible that the Company will close the audit within the next 12-month period. Such resolution is not anticipated to have a significant impact on our results of operations. There are no other income tax audits in progress. A summary of the changes in the unrecognized tax benefits during the years ended December 31, 2015, 2014 and 2013 is presented below (in thousands): 2015 2014 2013 Unrecognized tax benefits, beginning of year $ 2,313 $ 6,207 $ 5,245 Decreases for settlements - (3,265 ) - Decreases for lapse in statute of limitations (1,199 ) (115 ) - Decreases for positions taken in current year - (615 ) - Increases for positions taken in prior years 3,716 101 646 Decreases for positions taken in prior years - - (696 ) Increases for positions taken in the current year 44 - 1,012 Unrecognized tax benefits, end of year $ 4,874 $ 2,313 $ 6,207 The Company does not believe it is reasonably possible that the total amounts of unrecognized tax benefits will change in the following twelve months; however, actual results could differ from those currently expected. Of the balance of unrecognized tax benefits, $4.5 million, which includes interest, would affect the Company’s effective tax rate if recognized at some point in the future. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2015 and 2014, the Company had approximately $0.1 million of accrued interest related to uncertain tax positions. Total interest for uncertain tax positions decreased by approximately $0.1 million in 2015 and 2014, and increased by approximately $0.1 million in 2013. |
Note 15 - Accumulated Other Com
Note 15 - Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 15 . ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss consists of the following (in thousands): December 31, 2015 2014 Pension liability adjustment, net of tax benefit of $966 and $1,108 $ (1,624 ) $ (1,862 ) Deferred gain on cash flow derivatives, net of tax expense of $49 and benefit of $14 86 29 Total $ (1,538 ) $ (1,833 ) The following table summarizes changes in the components of accumulated other comprehensive loss during the twelve months ended December 31, 2015 and December 31, 2014 (in thousands). All amounts are net of tax: Defined Benefit Pension Items Gains (Losses) on Cash Flow Hedges Total Balance, December 31, 2013 $ (1,275 ) $ 14 $ (1,261 ) Other comprehensive income (loss) before reclassifications (701 ) 17 (684 ) Amounts reclassified from accumulated other comprehensive loss 114 (2 ) 112 Net current period adjustments to other comprehensive income (loss) (587 ) 15 (572 ) Balance, December 31, 2014 (1,862 ) 29 (1,833 ) Other comprehensive income before reclassifications 17 150 167 Amounts reclassified from accumulated other comprehensive loss 221 (93 ) 128 Net current period adjustments to other comprehensive income (loss) 238 57 295 Balance, December 31, 2015 $ (1,624 ) $ 86 $ (1,538 ) The following table provides additional detail about accumulated other comprehensive income (loss) components which were reclassified to the consolidated statement of operations during the twelve months ended December 31, 2015, 2014 and 2013 (in thousands): Amount reclassified from Accumulated Other Comprehensive Income (Loss) Details about Accumulated Other Comprehensive Income (Loss) Components 2015 2014 2013 Affected line item in the Consolidated Statements of Operations Defined Benefit Pension Items Net periodic pension cost $ (352 ) $ (182 ) $ (372 ) Cost of sales Associated tax benefit 131 68 133 Income tax expense (221 ) (114 ) (239 ) Net of tax Deferred gain on cash flow derivatives Gain on cash flow derivatives 147 6 114 Net sales Hedge ineffectiveness 2 (3 ) - Net sales Associated tax expense (56 ) (1 ) (42 ) Income tax expense 93 2 72 Net of tax Total reclassifications for the period $ (128 ) $ (112 ) $ (167 ) |
Note 16 - Segment Information
Note 16 - Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 16 . SEGMENT INFORMATION: The operating segments reported below are based on the nature of the products sold by the Company and are the segments of the Company for which separate financial information is available and for which operating results are regularly evaluated by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. Management evaluates segment performance based on operating income. The Company’s Water Transmission segment manufactures and markets large diameter, high-pressure steel pipe used primarily for water transmission. The Company’s Water Transmission products are manufactured at its eight manufacturing facilities located in Portland, Oregon; Denver, Colorado; Adelanto, California; Parkersburg, West Virginia; Saginaw, Texas; St. Louis, Missouri; Salt Lake City, Utah and Monterrey, Mexico. Products are sold primarily to public water agencies either directly or through an installation contractor. The Company’s Tubular Products segment manufactures and markets smaller diameter, ERW steel pipe for use in a wide range of applications, including energy, construction, agricultural, and industrial systems. On March 30, 2014 the Company completed the sale of substantially all of the assets and liabilities associated with the OCTG business conducted by the Company’s Tubular Products segment at its former manufacturing facilities in Bossier City, Louisiana and Houston, Texas, excluding the real property located in Houston, Texas. The Tubular Products remaining manufacturing facility is located in Atchison, Kansas. As a result of the decrease in crude oil prices in 2015, the Company curtailed production at the Atchison facility beginning in April 2015.Tubular Products are marketed through a team of direct sales force personnel. Based on the location of the customer, the Company sold principally all products in the United States, Canada and Mexico. In 2015, no customer accounted for 10% or more of total net sales from continuing operations. One customer accounted for 16% and another customer accounted for 10% of total net sales from continuing operations in 2014. One customer accounted for 15% of total net sales from continuing operations in 2013. As of December 31, 2015, all material long-lived assets are located in the United States. Year Ended December 31, 2015 2014 2013 (in thousands) Net sales from continuing operations: Water transmission $ 173,160 $ 238,545 $ 226,427 Tubular products 63,448 164,753 133,018 Total $ 236,608 $ 403,298 $ 359,445 Gross profit (loss) from continuing operations: Water transmission $ 606 $ 39,601 $ 46,953 Tubular products (13,231 ) 975 13,283 Total $ (12,625 ) $ 40,576 $ 60,236 Operating income (loss) from continuing operations: Water transmission (1) $ (11,592 ) $ 31,490 $ 40,343 Tubular products (2) (15,699 ) (16,677 ) 11,943 (27,291 ) 14,813 52,286 Corporate (12,919 ) (14,619 ) (14,751 ) Total $ (40,210 ) $ 194 $ 37,535 Net sales from continuing operations by geographic region: United States $ 224,691 $ 383,344 $ 308,345 Other 11,917 19,954 51,100 Total $ 236,608 $ 403,298 $ 359,445 (1) Operating loss for Water transmission for 2015 includes the write-off of goodwill of $5.3 million. (2) Operating loss for Tubular products for 2014 includes the write-off of goodwill of $16.1 million. The following includes discontinued operations within Tubular products in 2014 and 2013: Year Ended December 31, 2015 2014 2013 (in thousands) Depreciation and amortization expense: Water transmission $ 7,318 $ 8,716 $ 7,082 Tubular products 1,859 5,090 5,963 9,177 13,806 13,045 Corporate 438 340 254 Total $ 9,615 $ 14,146 $ 13,299 Capital expenditures: Water transmission $ 6,313 $ 6,190 $ 13,204 Tubular products 1,879 7,526 14,354 8,192 13,716 27,558 Corporate 323 573 889 Total $ 8,515 $ 14,289 $ 28,447 December 31, 2015 2014 (in thousands) Goodwill: Water transmission $ - $ 5,282 Tubular products - - Total $ - $ 5,282 Total assets: Water transmission $ 185,607 $ 222,365 Tubular products 48,785 102,449 234,392 324,814 Corporate 24,988 27,068 Total $ 259,380 $ 351,882 All property and equipment is located in the United States, except for a total of $4.3 million and $4.2 million which is located in Mexico as of December 31, 2015 and 2014, respectively. |
Note 17 - Restructuring
Note 17 - Restructuring | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 17. RESTRUCTURING |
Note 18 - Related Party Transac
Note 18 - Related Party Transaction | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 18. RELATED PARTY TRANSACTION In the second quarter of 2015, the Company engaged Raymond James & Associates, an affiliate of Eagle Asset Management, to provide investment banking services related to a possible disposition of the Company’s Tubular Products business. Eagle Asset Management was a substantial stockholder of the Company (owning more than 10 percent of the Company’s common stock) until September 30, 2015, when Eagle Asset Management reported that it then owned less than 5 percent of the Company’s common stock. A nominal amount of reimbursable expenses were incurred by Raymond James during 2015. Professional fees payable to Raymond James will be contingent upon completion of a future transaction, which may or may not occur. During 2014, the Company paid $1.2 million to Raymond James & Associates for investment banking services related to the Company’s sale of its former OCTG business. Eagle Asset Management owned more than 10 percent of the Company’s common stock at the time of the payment. |
Note 19 - Quarterly Data (Unaud
Note 19 - Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Quarterly Financial Information [Text Block] | 1 9 . QUARTERLY DATA (UNAUDITED): Summarized quarterly financial data for 2015 and 2014 is as follows (dollars in thousands, except per share). First Quarter Second Quarter Third Quarter Fourth Quarter Total For the year ended December 31, 2015 Net sales: Water transmission $ 56,242 $ 38,445 $ 39,792 $ 38,681 $ 173,160 Tubular products 28,623 15,401 12,543 6,881 63,448 Total $ 84,865 $ 53,846 $ 52,335 $ 45,562 $ 236,608 Gross profit (loss): Water transmission $ 7,519 $ 1,255 $ (725 ) $ (7,443 ) $ 606 Tubular products (3,628 ) (3,848 ) (1,786 ) (3,969 ) (13,231 ) Total $ 3,891 $ (2,593 ) $ (2,511 ) $ (11,412 ) $ (12,625 ) Operating income (loss): Water transmission (1) $ 5,633 $ (5,815 ) $ (2,384 ) $ (9,026 ) $ (11,592 ) Tubular products (4,617 ) (4,254 ) (2,298 ) (4,530 ) (15,699 ) Corporate (4,099 ) (3,258 ) (2,602 ) (2,960 ) (12,919 ) Total $ (3,083 ) $ (13,327 ) $ (7,284 ) $ (16,516 ) $ (40,210 ) Net loss $ (2,101 ) $ (12,079 ) $ (1,515 ) $ (13,693 ) $ (29,388 ) Basic loss per share: Continuing Operations $ (0.22 ) $ (1.26 ) $ (0.16 ) $ (1.43 ) $ (3.07 ) Discontinued Operations - - - - - Total $ (0.22 ) $ (1.26 ) $ (0.16 ) $ (1.43 ) $ (3.07 ) Diluted loss per share: Continuing Operations $ (0.22 ) $ (1.26 ) $ (0.16 ) $ (1.43 ) $ (3.07 ) Discontinued Operations - - - - - Total $ (0.22 ) $ (1.26 ) $ (0.16 ) $ (1.43 ) $ (3.07 ) (1) Operating loss for Water transmission for the second quarter of 2015 includes the write-off of goodwill of $5.3 million. First Quarter Second Quarter Third Quarter Fourth Quarter Total For the year ended December 31, 2014 Net sales: Water transmission $ 42,999 $ 62,205 $ 76,857 $ 56,484 $ 238,545 Tubular products 39,648 39,783 39,648 45,674 164,753 Total $ 82,647 $ 101,988 $ 116,505 $ 102,158 $ 403,298 Gross profit (loss): Water transmission $ 1,668 $ 11,491 $ 16,559 $ 9,883 $ 39,601 Tubular products 2,646 (174 ) (739 ) (758 ) 975 Total $ 4,314 $ 11,317 $ 15,820 $ 9,125 $ 40,576 Operating income (loss): Water transmission $ (299 ) $ 9,543 $ 14,429 $ 7,817 $ 31,490 Tubular products (1) 2,294 (589 ) (1,155 ) (17,227 ) (16,677 ) Corporate (3,121 ) (3,555 ) (3,943 ) (4,000 ) (14,619 ) Total $ (1,126 ) $ 5,399 $ 9,331 $ (13,410 ) $ 194 Net income (loss) $ (12,104 ) $ 3,192 $ 5,021 $ (13,996 ) $ (17,887 ) Basic Earnings (loss) per share: Continuing Operations $ (0.13 ) $ 0.34 $ 0.62 $ (1.47 ) $ (0.65 ) Discontinued Operations (1.14 ) - (0.09 ) - (1.23 ) Total $ (1.27 ) $ 0.34 $ 0.53 $ (1.47 ) $ (1.88 ) Diluted Earnings (loss) per share: Continuing Operations $ (0.13 ) $ 0.33 $ 0.61 $ (1.47 ) $ (0.65 ) Discontinued Operations (1.14 ) - (0.09 ) - (1.23 ) Total $ (1.27 ) $ 0.33 $ 0.52 $ (1.47 ) $ (1.88 ) (1) Operating loss for Tubular products for the fourth quarter of 2014 includes the write-off of goodwill of $16.1 million |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Schedule II NORTHWEST PIPE COMPANY VALUATION AND QUALIFYING ACCOUNTS (Dollars in thousands) Balance at Beginning of Period Charged to Profit and Loss Deduction from Reserves Balance at End of Period Year ended December 31, 2015: Allowance for doubtful accounts $ 755 $ 416 $ (420 ) $ 751 Valuation allowance for deferred tax assets 1,858 5,217 (18 ) 7,057 Year ended December 31, 2014: Allowance for doubtful accounts $ 685 $ 411 $ (341 ) $ 755 Valuation allowance for deferred tax assets 1,894 26 (62 ) 1,858 Year ended December 31, 2013: Allowance for doubtful accounts $ 1,748 $ 124 $ (1,187 ) $ 685 Valuation allowance for deferred tax assets 940 954 - 1,894 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at that time. On an on-going basis, the Company evaluates all of its estimates, including those related to revenue recognition, allowance for doubtful accounts, long-lived assets (including depreciation and amortization), inventories, income taxes, and litigation and other contingencies. Actual results could differ from those estimates under different assumptions or conditions. |
Consolidation, Policy [Policy Text Block] | Basis of Consolidation and Presentation The consolidated financial statements include the accounts of Northwest Pipe Company and its subsidiaries over which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated. On March 30, 2014, the Company completed the sale of substantially all of the assets and liabilities associated with its oil country tubular goods (“OCTG”) business, as discussed in more detail below. The Company’s results of operations for its disposed OCTG business have been presented as discontinued operations for all periods presented within the consolidated statements of operations. Certain amounts from the prior year financial statements have been reclassified in order to conform to the current year presentation. Lucid Energy Inc. (“Lucid”), over which the Company exercises significant influence but does not control, is accounted for under the cost method of accounting. Lucid is a clean energy company based in Portland, Oregon. The carrying value of our investment is $0 at both December 31, 2015 and 2014 due to a history of net losses by Lucid. |
Business Combinations Policy [Policy Text Block] | Business Acquisitions and Disposals The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Contingent consideration is calculated and recorded at the date of the acquisition. During the measurement period, which does not exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed as a result of information received regarding the valuation of assets and liabilities after the acquisition date, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Disposal of OCTG Business On March 30, 2014 the Company completed the sale of substantially all of the assets and liabilities associated with its OCTG business, which was conducted by the Company at its manufacturing facilities in Bossier City, Louisiana and Houston, Texas, excluding the real property located in Houston, Texas. These facilities were previously included within the Company’s Tubular Products Group. Total consideration of $42.7 million was paid by the buyer, resulting in a loss on sale of $13.5 million. The calculation of the loss on sale included a write down of $4.4 million of goodwill. Of the proceeds received, $4.3 million was placed in escrow to secure the Company’s indemnification obligations under the purchase agreement, $5.0 million was used to repay capital leases related to and secured by certain assets at the Bossier City, Louisiana manufacturing facility, $1.8 million was used to pay for transaction costs and $1.8 million was used to pay a net working capital adjustment made in September 2014, resulting in net proceeds of $29.8 million. In April 2015, the $4.3 million escrow was released to the Company. The table below presents the operating results for the Company’s discontinued operations (in thousands). These operating results for 2014 and 2013 and do not necessarily reflect what they would have been had the OCTG business not been classified as a discontinued operation. Year Ended December 31, 2014 2013 Net sales $ 22,225 $ 116,111 Cost of sales 23,881 123,888 Gross loss (1,656 ) (7,777 ) Selling, general, and administrative 396 1,509 Impairment of fixed assets - 27,500 Operating loss (2,052 ) (36,786 ) Loss on sale of business (13,497 ) - Interest income - 47 Interest expense (99 ) (344 ) Loss before income taxes (15,648 ) (37,083 ) Income tax benefit (3,934 ) (14,484 ) Loss on discontinued operations $ (11,714 ) $ (22,599 ) Acquisition of Permalok Corporation On December 30, 2013 the Company acquired 100% of the outstanding shares of capital stock of Permalok Corporation, a fabricator of steel piping utilizing the Permalok® interlocking pipe joining system. Permalok®’s rolled and welded steel pipe products provide an alternate joint solution which complements and expands the Company’s product offerings in the Water Transmission segment. Total consideration (net of cash received) of $15.7 million was paid to the owners of the business, resulting in the recording of $5.3 million of goodwill, which was included in the Water Transmission segment. As discussed in Note 5, this goodwill was fully impaired in 2015. Contingent consideration of $3.0 million and $2.7 million was recorded in liabilities as of December 31, 2015 and December 31, 2014, respectively, which represents the probability weighted contingent payment as a percentage of high, mid, and low revenue projections for years 2014, 2015 and 2016. The Company paid $1.2 million in January 2016 (included in accrued liabilities at December 31, 2015) for the contingent consideration earned on 2015 revenues. There was no payment on the contingent consideration obligation for 2014 revenues. Pro forma results of operations related to our acquisition during the year ended December 31, 2013 have not been presented because they are not material to our Consolidated Statements of Operations, either individually or in the aggregate. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents consist of cash and short term highly liquid investments with remaining maturities of three months or less when purchased. At times, the Company will have outstanding checks in excess of related bank balances (a book overdraft). If this occurs, the amount of the book overdraft will be reclassified to accounts payable, and changes in the book overdraft will be reflected as a component of operating activities in the consolidated statement of cash flows. The Company had a book overdraft of $0.9 million at December 31, 2014 and no overdraft at December 31, 2015. |
Receivables, Policy [Policy Text Block] | Receivables and Allowance for Doubtful Accounts Trade receivables are reported on the consolidated balance sheet net of any doubtful accounts. The Company maintains allowances for estimated losses resulting from the inability of its customers to make required payments or from contract disputes. The amounts of such allowances are based on Company history and management’s judgment. At least monthly, the Company reviews past due balances to identify the reasons for non-payment. The Company will write off a receivable account once the account is deemed uncollectible. The Company believes the reported allowances at December 31, 2015 and 2014 are adequate. If the customers’ financial conditions were to deteriorate resulting in their inability to make payments, or if contract disputes were to escalate, additional allowances may need to be recorded which would result in additional expenses being recorded for the period in which such determination was made. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or market. Raw material inventories of steel are stated at cost, either on a specific identification basis or on an average cost basis. All other raw material inventories, as well as supplies, are stated on an average cost basis. Finished goods are stated at cost using the first-in, first-out method of accounting. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is stated at cost. Maintenance and repairs are expensed as incurred, and costs of new equipment and buildings, as well as costs of expansions or refurbishment of existing equipment and buildings, including interest where applicable, are capitalized. Depreciation and amortization are determined by the units of production method for most equipment and by the straight-line method for the remaining assets based on the estimated useful lives of the related assets. Estimated useful lives by major classes of property and equipment are as follows: Land improvements (15 – 30 years); Buildings (20 – 40 years); Machinery and equipment (3 – 30 years). Depreciation expense calculated under the units of production method may be less than, equal to, or greater than depreciation expense calculated under the straight-line method due to variances in production levels. Upon disposal, costs and related accumulated depreciation of the assets are removed from the accounts and resulting gains or losses are reflected in operating expenses. The Company leases certain equipment under long-term capital leases, which are being amortized on a straight-line basis over the shorter of its useful life or the lease term. The Company assesses impairment of property and equipment whenever changes in circumstances indicate that the carrying values of the asset or asset group(s) may not be recoverable. The asset group is the lowest level at which identifiable cash flows are largely independent of the cash flows of other groups of assets or liabilities. The recoverable value of long-lived asset group is determined by estimating future undiscounted cash flows using assumptions about the expected future operating performance of the Company. In conjunction with the preparation of its financial statements for the year ended December 31, 2015, the Company determined that an impairment triggering event as defined in ASC 360-10 had occurred for the Atchison asset group included within the Tubular Products segment, due to continued operating losses and plans to idle the Atchison facility in January 2016. See Note 4, “Property and Equipment” for further discussion of the property and equipment analysis performed as of December 31, 2015. In conjunction with the preparation of the financial statements for the year ended December 31, 2013, the Company determined that an impairment triggering event as defined in ASC 360-10 had occurred for the assets located at its Bossier City, Louisiana facility. See Note 4, “Property and Equipment” for further discussion of the property and equipment impairment recorded during 2013. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the assigned fair values of the net assets in connection with an acquisition. Goodwill is reviewed for impairment annually at December 31 or whenever events occur or circumstances change that indicate goodwill may be impaired. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). Our reporting units are equivalent to our operating segments as the individual components meet the criteria for aggregation. At December 31, 2015 the Company had no goodwill. In evaluating goodwill, the Company looks at the long-term prospects for the reporting unit and recognizes that current performance may not be the best indicator of future prospects or value, which requires management judgment. The income approach is based upon projected future after-tax cash flows discounted to present value using factors that consider the timing and risk associated with the future after-tax cash flows. The market approach is based upon historical and/or forward-looking measures using multiples of revenue or EBITDA. The Company utilizes a weighted average of the income and market approaches, with a heavier weighting on the income approach because of the relatively limited number of comparable entities for which relevant multiples are available. If the carrying value of the reporting unit exceeds its calculated enterprise value, then the Company continues to assess the fair value of individual assets and liabilities, other than goodwill. The difference between the reporting unit enterprise value and the fair value of its identifiable net assets is the implied fair value of the reporting unit’s goodwill. A goodwill impairment loss is recorded for the difference between the implied fair value and its carrying value. Intangible assets consist primarily of customer relationships, patents, and trade names and trademarks recorded as the result of acquisition activity. Intangible assets are amortized using the straight-line method over estimated useful lives ranging from 3 to 15 years. See Note 5, “Goodwill and Intangible Assets” for further discussion of the Company’s goodwill and intangible asset balances. |
Workers Compensation Insurance [Policy Text Block] | Workers Compensation The Company is self-insured, or maintains high deductible policies, for losses and liabilities associated with workers compensation claims. Losses are accrued based upon the Company’s estimates of the aggregate liability for claims incurred using historical experience and certain actuarial assumptions followed in the insurance industry. At December 31, 2015, workers compensation reserves of $4.4 million were recorded, of which $1.2 million was included in accrued liabilities and $3.2 million was included in pension and other long-term liabilities. |
Accrued Liabilities [Policy Text Block] | Accrued Liabilities The Company’s accrued liabilities include payroll related liabilities, reserves for health and workers’ compensation claims, property and sales tax payable, and other liabilities expected to be paid within one year of the balance sheet date. At December 31, 2015 and 2014, accrued vacation payable of $3.0 million and $2.2 million, respectively, was included in accrued liabilities. At December 31, 2015, accrued liabilities also included reserves for expected losses on uncompleted contracts of $5.9 million and accrued property taxes of $1.3 million. |
Pension and Other Postretirement Plans, Pensions, Policy [Policy Text Block] | Pension Benefits The Company has two defined benefit pension plans that have been frozen since 2001. The Company funds these plans to cover current plan costs plus amortization of the unfunded plan liabilities. To record these obligations, management uses estimates relating to investment returns, mortality, and discount rates. Management reviews all of these assumptions on an annual basis. |
Derivatives, Policy [Policy Text Block] | Derivative Instruments The Company conducts business in foreign countries, and, from time to time, settles transactions in foreign currencies. The Company has established a program that utilizes foreign currency forward contracts to offset the risk associated with the effects of certain foreign currency exposures, typically arising from sales contracts denominated in Canadian currency. Foreign currency forward contracts are consistent with the Company’s strategy for financial risk management. The Company utilizes cash flow hedge accounting treatment for qualifying foreign currency forward contracts. Instruments that do not qualify for cash flow hedge accounting treatment are remeasured at fair value at each balance sheet date and resulting gains and losses are recognized in net income (loss). |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Transactions Assets and liabilities subject to foreign currency fluctuations are translated into United States dollars at the period-end exchange rate, and revenue and expenses are translated at exchange rates representing an average for the period. Translation adjustments from designated hedges are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. Gains or losses on all other foreign currency transactions are recognized in the consolidated statement of operations. The functional currency of the Company’s Mexican operations is the United States dollar. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue from construction contracts in the Company’s Water Transmission Group is recognized on the percentage-of-completion method. For a majority of contracts, revenue is measured by the costs incurred to date as a percentage of the estimated total costs of each contract (cost-to-cost method). For a small number of contracts, revenue is measured using units of delivery as progress is best estimated by the number of units delivered under the contract. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation. Selling, general and administrative costs are charged to expense as incurred. The cost of steel is recognized as a project cost when the steel is introduced into the manufacturing process. Estimated total costs of each contract are reviewed on a monthly basis by project management and operations personnel for all active projects. All cost revisions that result in the gross profit as a percent of sales increasing or decreasing by more than two percent are reviewed by senior management personnel. The Company begins recognizing revenue on a project when persuasive evidence of an arrangement exists, recoverability is reasonably assured, and project costs are incurred. Costs may be incurred before the Company has persuasive evidence of an arrangement. In those cases, if recoverability from that arrangement is probable, the project costs are deferred and revenue recognition is delayed. Changes in job performance, job conditions and estimated profitability, including those arising from contract change orders, contract penalty provisions, foreign currency exchange rate movements, changes in raw materials costs, and final contract settlements may result in revisions to estimates of revenue, costs and income and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period such losses are known. Revenue from the Company’s Tubular Products Group is recognized when all four of the following criteria have been satisfied: persuasive evidence of an arrangement exists, the price is fixed or determinable, delivery has occurred, and collectability is reasonably assured. Deferred revenue is recorded when the manufacturing process is complete and customers are invoiced prior to physical delivery of the product. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are recorded using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes primarily reflects a combination of income earned and taxed in the various United States federal and state and, to a lesser extent, foreign jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. The Company records tax reserves for federal, state, local and international exposures relating to periods subject to audit. The development of reserves for these exposures requires judgments about tax issues, potential outcomes and timing, and is a subjective estimate. The Company assesses tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a tax authority that has full knowledge of all relevant information has been recorded. For those tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. |
Comprehensive Income, Policy [Policy Text Block] | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss includes unrealized gains and losses on derivative instruments related to the effective portion of cash flow hedges and changes in the funded status of the defined benefit pension plans, both net of the related income tax effect. For further information, refer to Note 15, “Accumulated Other Comprehensive Loss”. |
Earnings Per Share, Policy [Policy Text Block] | Loss per Share Loss per basic and diluted weighted average common shares outstanding was calculated as follows for the years ended December 31 (in thousands, except per share data): 2015 2014 2013 Income (loss) from continuing operations $ (29,388 ) $ (6,173 ) $ 21,676 Loss from discontinued operations - (11,714 ) (22,599 ) Net loss $ (29,388 ) $ (17,887 ) $ (923 ) Basic weighted-average common shares outstanding 9,560 9,515 9,445 Effect of potentially dilutive common shares (1) - - 89 Diluted weighted-average common shares outstanding 9,560 9,515 9,534 Earnings (loss) per basic common share: Continuing operations $ (3.07 ) $ (0.65 ) $ 2.29 Discontinued operations - (1.23 ) (2.39 ) Total $ (3.07 ) $ (1.88 ) $ (0.10 ) Earnings (loss) per diluted common share: Continuing operations $ (3.07 ) $ (0.65 ) $ 2.27 Discontinued operations - (1.23 ) (2.37 ) Total $ (3.07 ) $ (1.88 ) $ (0.10 ) Antidilutive shares excluded from net earnings per diluted common share calculation 52 65 93 (1) Represents the effect of the assumed exercise of stock options and the vesting of restricted stock units and performance stock awards, based on the treasury stock method. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables, derivative contracts, the escrow account related to the sale of the OCTG business, and deferred compensation plan assets. Trade receivables generally represent a large number of customers, including municipalities, manufacturers, distributors and contractors, dispersed across a wide geographic base. At December 31, 2015, no customer had a balance in excess of 10% of total accounts receivable. At December 31, 2014, one customer had a balance in excess of 10% of total accounts receivable. Derivative contracts are with a financial institution whose short-term investments are rated A-1 by Standard and Poor’s. The Company’s deferred compensation plan assets, also included in other assets, are invested in a diversified portfolio of stock and bond mutual funds. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Compensation The Company recognizes the compensation cost of employee and director services received in exchange for awards of equity instruments based on the grant date estimated fair value of the awards. Share-based compensation cost is recognized over the period during which the employee or director is required to provide service in exchange for the award, and as forfeitures occur, the associated compensation cost recognized to date is reversed. The Company estimates the fair value of Restricted Stock Units (“RSUs”) and Performance Stock Awards (“PSAs”) using the value of the Company’s stock on the date of grant, with the exception of market-based PSAs, for which a Monte Carlo simulation model is used. The Monte Carlo simulation model requires the use of subjective and complex assumptions including the price volatility of the underlying stock. The expected stock price volatility assumption was determined using the historical volatility of the Company’s and a comparator group of companies’ stock over the most recent historical period equivalent to the expected life. The Monte Carlo simulation model calculates many potential outcomes for an award and estimates fair value based on the most likely outcome. See Note 11, “Share-based Compensation Plans” for further discussion of the Company’s share-based compensation. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting and Reporting Developments Accounting Changes In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes.” As a result of this Update, companies will be required to classify all deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the balance sheet. This is a change from the prior requirement to present deferred taxes for each jurisdiction as a net current asset or liability and net noncurrent asset or liability. The ASU is effective for public business entities beginning January 1, 2017, including interim periods in 2017, and allows for both retrospective and prospective methods of adoption. Early adoption is permitted as of the beginning of an interim or annual period. The Company adopted this ASU prospectively in the fourth quarter of 2015 and prior periods were not retrospectively adjusted. In April 2014, the FASB issued ASU 2014-08, which changes the criteria for when the disposal of a component of an entity may be presented as discontinued operations. The guidance requires that the disposal be considered a strategic shift (such as the disposal of a major geographical area, a major line of business, a major equity method investment, or other major part of an entity) which will have a major effect on a reporting entity’s operating and financial results in order to be presented as discontinued operations. Disposals which qualify for discontinued operations presentation will require expanded disclosures. The Company adopted this guidance on January 1, 2015 for any future disposals qualifying for discontinued operations presentation. Recent Accounting Standards In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements – Going Concern.” This standard requires management to evaluate for each annual and interim reporting period whether it is probable that the reporting entity will not be able to meet its obligations as they become due within one year after the date that the financial statements are issued. If the entity is in such a position, the standard provides for certain disclosures depending on whether or not the entity will be able to successfully mitigate its going concern status. This guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Company does not expect a material impact to the Company’s financial condition, results of operations or cash flows from the adoption of this guidance. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which will replace most existing revenue recognition guidance in accordance with U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for the Company beginning January 1, 2018, including interim periods in 2018, and allows for both retrospective and prospective methods of adoption. The Company is in the process of evaluating its revenue streams to determine accounting treatment under the ASU. In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” The changes in this ASU revise consolidation analysis and affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The changes become effective for the Company on January 1, 2016. The Company has determined that these changes will not have a material impact on the Company's condensed consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” This ASU simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in the update. The ASU will be effective for the Company beginning January 1, 2016 including interim periods in 2016. When implemented by the Company, the balance of debt issuance costs related to term debt will be netted against the Company’s term debt included in long-term liabilities. Debt issuance costs related to the Company’s revolving line of credit will continue to be classified as a deferred charge and amortized over the term of the revolving line of credit arrangement. The Company currently does not have any term debt. Implementation will be on a retrospective basis, wherein the balance sheet of each individual period presented will be adjusted to reflect the period-specific effects of applying the new guidance. The Company does not expect a material impact to the Company’s financial position, results of operations or cash flows from adoption of this guidance. In May 2015, the FASB issued ASU 2015-07, “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” The amendments in this ASU remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU will be effective for the Company beginning January 1, 2016. The Company does not expect a material impact to the Company’s financial position, results of operations or cash flows from adoption of this guidance. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” As a result of this ASU, companies will be required to measure inventory at the lower of cost and net realizable value. This is a change from the prior requirement to value inventory at the lower of cost or market. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory valued using the LIFO or retail inventory method is exempt from this Update. The ASU will be effective for the Company beginning January 1, 2017. The Company is in the process of evaluating the Update to determine its expected future effect on the Company’s financial position, results of operations or cash flows from adoption of this guidance. In August 2015, the FASB issued ASU 2015-15, “Interest – Imputation of interest (Subtopic 835-30).” This ASU amends Subtopic 835-30, adding SEC staff guidance regarding the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangement. The SEC staff will not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement. The ASU will be effective for the Company beginning January 1, 2016. The Company does not expect a material impact to the Company’s financial position, results of operations or cash flows from adoption of this guidance. In September 2015, the FASB issued ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments.” This ASU eliminates the requirement to restate prior period financial statements for measurement period adjustments in a business combination. The new guidance requires that the cumulative impact of a measurement adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The ASU will be effective for the Company beginning January 1, 2016. The Company does not expect a material impact to the Company’s financial position, results of operations or cash flows from adoption of this guidance. In January 2016, the FASB issued ASU 2016-1, “Financial Instruments- Overall: Recognition and Measurement of Financial Assets and Financial Liabilities.” This ASU makes changes to the accounting for equity investments and financial liabilities accounted for under the fair value option, and changes presentation and disclosure requirements for financial instruments. The ASU will be effective for the Company beginning January 1, 2018. The Company does not expect a material impact to the Company’s financial position, results of operations or cash flows from adoption of this guidance. In February 2016, the FASB issued ASU 2016-2, “Leases (Topic 842).” This ASU makes changes to U.S. GAAP, requiring the recognition of lease assets and lease liabilities by lessees for those leases previously classified as operating leases. For operating leases, the lease asset and lease liability will be initially measured at the present value of the lease payments in the balance sheet. The cost of the lease is then allocated over the lease term on a generally straight-line basis. All cash payments will be classified within operating activities in the statement of cash flows. For financing leases, the lease asset and lease liability will be initially measured at the present value of the lease payments in the balance sheet. Interest on the lease liability will be recognized separately from amortization of the lease asset in the statement of comprehensive income. In the statement of cash flows, repayments of the principal portion of the lease liability will be classified within financing activities, and payments of interest on the lease liability and variable payments will be classified within operating activities. For leases with terms of 12 months or less, a lessee is permitted to make an accounting policy election by asset class not to recognize lease assets and lease liabilities. Lease expense for such leases will be generally recognized straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from previous U.S. GAAP. The ASU requires qualitative disclosures along with specific quantitative disclosures and will be effective for the Company beginning January 1, 2019, including interim periods. The ASU provides for a transitional adoption, with lessees and lessors required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Early adoption is permitted. The Company is assessing the impact of this ASU on its consolidated financial statements. |
Note 1 - Summary of Significa31
Note 1 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Year Ended December 31, 2014 2013 Net sales $ 22,225 $ 116,111 Cost of sales 23,881 123,888 Gross loss (1,656 ) (7,777 ) Selling, general, and administrative 396 1,509 Impairment of fixed assets - 27,500 Operating loss (2,052 ) (36,786 ) Loss on sale of business (13,497 ) - Interest income - 47 Interest expense (99 ) (344 ) Loss before income taxes (15,648 ) (37,083 ) Income tax benefit (3,934 ) (14,484 ) Loss on discontinued operations $ (11,714 ) $ (22,599 ) |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 2015 2014 2013 Income (loss) from continuing operations $ (29,388 ) $ (6,173 ) $ 21,676 Loss from discontinued operations - (11,714 ) (22,599 ) Net loss $ (29,388 ) $ (17,887 ) $ (923 ) Basic weighted-average common shares outstanding 9,560 9,515 9,445 Effect of potentially dilutive common shares (1) - - 89 Diluted weighted-average common shares outstanding 9,560 9,515 9,534 Earnings (loss) per basic common share: Continuing operations $ (3.07 ) $ (0.65 ) $ 2.29 Discontinued operations - (1.23 ) (2.39 ) Total $ (3.07 ) $ (1.88 ) $ (0.10 ) Earnings (loss) per diluted common share: Continuing operations $ (3.07 ) $ (0.65 ) $ 2.27 Discontinued operations - (1.23 ) (2.37 ) Total $ (3.07 ) $ (1.88 ) $ (0.10 ) Antidilutive shares excluded from net earnings per diluted common share calculation 52 65 93 |
Note 2 - Costs and Estimated 32
Note 2 - Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated Earnings (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated Earnings [Table Text Block] | December 31, 2015 2014 (in thousands) Costs incurred on uncompleted contracts $ 210,716 $ 265,552 Estimated earnings 31,921 53,744 242,637 319,296 Less billings to date (200,565 ) (276,284 ) $ 42,072 $ 43,012 Amounts are presented in the Consolidated Balance Sheets as follows: Costs and estimated earnings in excess of billings on uncompleted contracts $ 42,592 $ 45,847 Billings in excess of costs and estimated earnings on uncompleted contracts (520 ) (2,835 ) $ 42,072 $ 43,012 |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule Of Inventory Current And Non Current [Table Text Block] | December 31, 2015 2014 Short-term inventories: Raw materials $ 21,486 $ 48,005 Work-in-process 1,901 1,741 Finished goods 3,641 20,663 Supplies 2,447 2,370 29,475 72,779 Long-term inventories: Finished goods 823 1,214 Total inventories $ 30,298 $ 73,993 |
Note 4 - Property and Equipme34
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2015 2014 Land and improvements $ 23,903 $ 23,689 Buildings 44,409 42,368 Machinery and equipment 146,704 140,578 Equipment under capital lease 924 6,001 Construction in progress 2,359 4,183 218,299 216,819 Less accumulated depreciation and amortization (86,451 ) (84,224 ) Property and equipment, net $ 131,848 $ 132,595 |
Note 5 - Goodwill and Intangi35
Note 5 - Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Water Transmission Tubular Products Total Goodwill balance, December 31, 2012 $ - $ 20,478 $ 20,478 Additions 5,282 - 5,282 Goodwill balance, December 31, 2013 5,282 20,478 25,760 Adjustment for the sale of OCTG business - (4,412 ) (4,412 ) Impairment adjustment - (16,066 ) (16,066 ) Goodwill balance, December 31, 2014 5,282 - 5,282 Impairment adjustment (5,282 ) - (5,282 ) Goodwill balance, December 31, 2015 $ - $ - $ - |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Gross Carrying Amount Accumulated Amortization Intangible Assets, Net Remaining Weighted-Average Amortization Period (in years) Customer relationships $ 1,378 $ (275 ) $ 1,103 8.0 Patents 1,162 (465 ) 697 3.0 Trade names and trademarks 1,132 (151 ) 981 13.0 Other (1) 295 (155 ) 140 2.0 Total $ 3,967 $ (1,046 ) $ 2,921 8.2 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2016 $ 523 2017 495 2018 459 2019 213 2020 213 Thereafter 1,018 $ 2,921 |
Note 7 - Leases (Tables)
Note 7 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | 2016 $ 381 2017 280 2018 209 2019 188 2020 92 Thereafter - Total minimum lease payments 1,150 Amount representing interest (92 ) Present value of minimum lease payments with average interest rates of 4.87% 1,058 Current portion of capital lease obligation 340 Capital lease obligation, less current portion $ 718 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2016 $ 2,664 2017 2,425 2018 1,309 2019 893 2020 790 Thereafter 1,832 $ 9,913 |
Note 8 - Fair Value Measureme37
Note 8 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Description Balance at December 31, 2015 Level 1 Level 2 Level 3 Financial assets Deferred compensation plan $ 6,357 $ 5,075 $ 1,282 $ - Derivatives 296 - 296 - Total assets $ 6,653 $ 5,075 $ 1,578 $ - Financial liabilities Contingent consideration $ (2,974 ) $ - $ - $ (2,974 ) Description Balance at December 31, 2014 Level 1 Level 2 Level 3 Financial assets Deferred compensation plan $ 6,237 $ 4,953 $ 1,284 $ - Derivatives 32 - 32 - Total assets $ 6,269 $ 4,953 $ 1,316 $ - Financial liabilities Contingent consideration $ (2,679 ) $ - $ - $ (2,679 ) Derivatives (5 ) - (5 ) - Total liabilities $ (2,684 ) $ - $ (5 ) $ (2,679 ) |
Note 11 - Share-based Compens38
Note 11 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Year ended December 31, 2015 2014 2013 (in thousands) Cost of sales $ 412 $ 337 $ 662 Selling, general and administrative expenses 1,362 2,609 2,398 Total $ 1,774 $ 2,946 $ 3,060 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in years) (in thousands) Balance, December 31, 2013 40,000 $ 25.44 Options granted - - Options exercised (2,000 ) 14.00 Options cancelled - - Balance, December 31, 2014 38,000 26.05 Options granted - - Options exercised (2,000 ) 22.07 Options cancelled (8,000 ) 29.98 Balance, December 31, 2015 28,000 25.21 Exercisable and Outstanding, December 31, 2015 28,000 25.21 3.77 $ - |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | Options Outstanding Options Exercisable Exercise Price Per Share Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Per Share Number of Options Weighted Average Exercise Price Per Share $24.15 24,000 4.25 $24.15 24,000 $24.15 28.31 2,000 0.36 28.31 2,000 28.31 34.77 2,000 1.41 34.77 2,000 34.77 28,000 3.77 25.21 28,000 25.21 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | 2014 2013 Expected stock price volatility 23.7% - 65.0% 24.6% - 60.1% Risk free interest rate 0.61% 0.41% Expected dividend yield 0% 0% |
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block] | Number of RSUs and PSAs (1) Weighted Average Grant Date Fair Value Unvested RSUs and PSAs at December 31, 2013 257,087 $ 30.69 RSUs and PSAs granted 87,353 41.76 Unvested RSUs and PSAs cancelled (32,756 ) 32.36 RSUs and PSAs vested (2) (80,469 ) 25.81 Unvested RSUs and PSAs at December 31, 2014 231,215 36.34 RSUs and PSAs granted - - Unvested RSUs and PSAs cancelled (53,960 ) 36.12 RSUs and PSAs vested (49,403 ) 30.01 Unvested RSUs and PSAs at December 31, 2015 127,852 $ 38.87 |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, 2015 2014 2013 (in thousands) Current: Federal $ (5,076 ) $ 4,336 $ 9,097 State 26 334 690 Total current tax expense (benefit) (5,050 ) 4,670 9,787 Deferred: Federal (8,855 ) 305 2,631 State 1,954 (324 ) (60 ) Total deferred tax expense (benefit) (6,901 ) (19 ) 2,571 $ (11,951 ) $ 4,651 $ 12,358 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, 2015 2014 2013 (in thousands) Provision (benefit) at statutory rate of 35% $ (14,470 ) $ (532 ) $ 11,921 State provision (benefit), net of federal tax effect (866 ) (96 ) 370 Federal and state tax credits (6,684 ) (91 ) (525 ) Disallowed domestic manufacturing deduction 630 - (641 ) Change in valuation allowance 5,210 9 954 Uncertain tax positions 2,082 5 (7 ) Goodwill impairment (nondeductible) 1,849 5,623 - Nondeductible expenses 91 207 345 Nontaxable adjustment to contingent consideration 103 (611 ) - Other 104 137 (59 ) $ (11,951 ) $ 4,651 $ 12,358 Effective tax rate (28.9) % 305.6 % 36.3 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2015 2014 (in thousands) Deferred tax assets: Costs and estimated earnings in excess of billings on uncompleted contracts, net $ 2,888 $ 2,186 Accrued employee benefits 5,946 5,324 Inventories 2,618 1,937 Trade receivable, net 266 372 Net operating loss carryforwards 7,843 582 Tax credit carryforwards 4,791 996 Other assets 2,737 6,067 Other 520 1,441 27,609 18,905 Valuation allowance (7,057 ) (1,858 ) 20,552 17,047 Deferred tax liabilities: Property and equipment (24,229 ) (23,903 ) Intangible assets (980 ) (1,150 ) Prepaid expenses (467 ) (522 ) (25,676 ) (25,575 ) Net deferred tax liabilities $ (5,124 ) $ (8,528 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | 2015 2014 2013 Unrecognized tax benefits, beginning of year $ 2,313 $ 6,207 $ 5,245 Decreases for settlements - (3,265 ) - Decreases for lapse in statute of limitations (1,199 ) (115 ) - Decreases for positions taken in current year - (615 ) - Increases for positions taken in prior years 3,716 101 646 Decreases for positions taken in prior years - - (696 ) Increases for positions taken in the current year 44 - 1,012 Unrecognized tax benefits, end of year $ 4,874 $ 2,313 $ 6,207 |
Note 15 - Accumulated Other C40
Note 15 - Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | December 31, 2015 2014 Pension liability adjustment, net of tax benefit of $966 and $1,108 $ (1,624 ) $ (1,862 ) Deferred gain on cash flow derivatives, net of tax expense of $49 and benefit of $14 86 29 Total $ (1,538 ) $ (1,833 ) |
Schedule of Changes in Accumulated Other Comprehensive Income Loss [Table Text Block] | Defined Benefit Pension Items Gains (Losses) on Cash Flow Hedges Total Balance, December 31, 2013 $ (1,275 ) $ 14 $ (1,261 ) Other comprehensive income (loss) before reclassifications (701 ) 17 (684 ) Amounts reclassified from accumulated other comprehensive loss 114 (2 ) 112 Net current period adjustments to other comprehensive income (loss) (587 ) 15 (572 ) Balance, December 31, 2014 (1,862 ) 29 (1,833 ) Other comprehensive income before reclassifications 17 150 167 Amounts reclassified from accumulated other comprehensive loss 221 (93 ) 128 Net current period adjustments to other comprehensive income (loss) 238 57 295 Balance, December 31, 2015 $ (1,624 ) $ 86 $ (1,538 ) |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Amount reclassified from Accumulated Other Comprehensive Income (Loss) Details about Accumulated Other Comprehensive Income (Loss) Components 2015 2014 2013 Affected line item in the Consolidated Statements of Operations Defined Benefit Pension Items Net periodic pension cost $ (352 ) $ (182 ) $ (372 ) Cost of sales Associated tax benefit 131 68 133 Income tax expense (221 ) (114 ) (239 ) Net of tax Deferred gain on cash flow derivatives Gain on cash flow derivatives 147 6 114 Net sales Hedge ineffectiveness 2 (3 ) - Net sales Associated tax expense (56 ) (1 ) (42 ) Income tax expense 93 2 72 Net of tax Total reclassifications for the period $ (128 ) $ (112 ) $ (167 ) |
Note 16 - Segment Information (
Note 16 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule Of Segment Reporting Information By Segment Statement Of Operations [Table Text Block] | Year Ended December 31, 2015 2014 2013 (in thousands) Net sales from continuing operations: Water transmission $ 173,160 $ 238,545 $ 226,427 Tubular products 63,448 164,753 133,018 Total $ 236,608 $ 403,298 $ 359,445 Gross profit (loss) from continuing operations: Water transmission $ 606 $ 39,601 $ 46,953 Tubular products (13,231 ) 975 13,283 Total $ (12,625 ) $ 40,576 $ 60,236 Operating income (loss) from continuing operations: Water transmission (1) $ (11,592 ) $ 31,490 $ 40,343 Tubular products (2) (15,699 ) (16,677 ) 11,943 (27,291 ) 14,813 52,286 Corporate (12,919 ) (14,619 ) (14,751 ) Total $ (40,210 ) $ 194 $ 37,535 Net sales from continuing operations by geographic region: United States $ 224,691 $ 383,344 $ 308,345 Other 11,917 19,954 51,100 Total $ 236,608 $ 403,298 $ 359,445 Year Ended December 31, 2015 2014 2013 (in thousands) Depreciation and amortization expense: Water transmission $ 7,318 $ 8,716 $ 7,082 Tubular products 1,859 5,090 5,963 9,177 13,806 13,045 Corporate 438 340 254 Total $ 9,615 $ 14,146 $ 13,299 Capital expenditures: Water transmission $ 6,313 $ 6,190 $ 13,204 Tubular products 1,879 7,526 14,354 8,192 13,716 27,558 Corporate 323 573 889 Total $ 8,515 $ 14,289 $ 28,447 |
Schedule of Segment Reporting Information By Segment Balance Sheets [Table Text Block] | December 31, 2015 2014 (in thousands) Goodwill: Water transmission $ - $ 5,282 Tubular products - - Total $ - $ 5,282 Total assets: Water transmission $ 185,607 $ 222,365 Tubular products 48,785 102,449 234,392 324,814 Corporate 24,988 27,068 Total $ 259,380 $ 351,882 |
Note 19 - Quarterly Data (Una42
Note 19 - Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Quarterly Financial Information [Table Text Block] | First Quarter Second Quarter Third Quarter Fourth Quarter Total For the year ended December 31, 2015 Net sales: Water transmission $ 56,242 $ 38,445 $ 39,792 $ 38,681 $ 173,160 Tubular products 28,623 15,401 12,543 6,881 63,448 Total $ 84,865 $ 53,846 $ 52,335 $ 45,562 $ 236,608 Gross profit (loss): Water transmission $ 7,519 $ 1,255 $ (725 ) $ (7,443 ) $ 606 Tubular products (3,628 ) (3,848 ) (1,786 ) (3,969 ) (13,231 ) Total $ 3,891 $ (2,593 ) $ (2,511 ) $ (11,412 ) $ (12,625 ) Operating income (loss): Water transmission (1) $ 5,633 $ (5,815 ) $ (2,384 ) $ (9,026 ) $ (11,592 ) Tubular products (4,617 ) (4,254 ) (2,298 ) (4,530 ) (15,699 ) Corporate (4,099 ) (3,258 ) (2,602 ) (2,960 ) (12,919 ) Total $ (3,083 ) $ (13,327 ) $ (7,284 ) $ (16,516 ) $ (40,210 ) Net loss $ (2,101 ) $ (12,079 ) $ (1,515 ) $ (13,693 ) $ (29,388 ) Basic loss per share: Continuing Operations $ (0.22 ) $ (1.26 ) $ (0.16 ) $ (1.43 ) $ (3.07 ) Discontinued Operations - - - - - Total $ (0.22 ) $ (1.26 ) $ (0.16 ) $ (1.43 ) $ (3.07 ) Diluted loss per share: Continuing Operations $ (0.22 ) $ (1.26 ) $ (0.16 ) $ (1.43 ) $ (3.07 ) Discontinued Operations - - - - - Total $ (0.22 ) $ (1.26 ) $ (0.16 ) $ (1.43 ) $ (3.07 ) First Quarter Second Quarter Third Quarter Fourth Quarter Total For the year ended December 31, 2014 Net sales: Water transmission $ 42,999 $ 62,205 $ 76,857 $ 56,484 $ 238,545 Tubular products 39,648 39,783 39,648 45,674 164,753 Total $ 82,647 $ 101,988 $ 116,505 $ 102,158 $ 403,298 Gross profit (loss): Water transmission $ 1,668 $ 11,491 $ 16,559 $ 9,883 $ 39,601 Tubular products 2,646 (174 ) (739 ) (758 ) 975 Total $ 4,314 $ 11,317 $ 15,820 $ 9,125 $ 40,576 Operating income (loss): Water transmission $ (299 ) $ 9,543 $ 14,429 $ 7,817 $ 31,490 Tubular products (1) 2,294 (589 ) (1,155 ) (17,227 ) (16,677 ) Corporate (3,121 ) (3,555 ) (3,943 ) (4,000 ) (14,619 ) Total $ (1,126 ) $ 5,399 $ 9,331 $ (13,410 ) $ 194 Net income (loss) $ (12,104 ) $ 3,192 $ 5,021 $ (13,996 ) $ (17,887 ) Basic Earnings (loss) per share: Continuing Operations $ (0.13 ) $ 0.34 $ 0.62 $ (1.47 ) $ (0.65 ) Discontinued Operations (1.14 ) - (0.09 ) - (1.23 ) Total $ (1.27 ) $ 0.34 $ 0.53 $ (1.47 ) $ (1.88 ) Diluted Earnings (loss) per share: Continuing Operations $ (0.13 ) $ 0.33 $ 0.61 $ (1.47 ) $ (0.65 ) Discontinued Operations (1.14 ) - (0.09 ) - (1.23 ) Total $ (1.27 ) $ 0.33 $ 0.52 $ (1.47 ) $ (1.88 ) |
Schedule II - Valuation and Q43
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Summary of Valuation and Qualifying Accounts [Table Text Block] | Balance at Beginning of Period Charged to Profit and Loss Deduction from Reserves Balance at End of Period Year ended December 31, 2015: Allowance for doubtful accounts $ 755 $ 416 $ (420 ) $ 751 Valuation allowance for deferred tax assets 1,858 5,217 (18 ) 7,057 Year ended December 31, 2014: Allowance for doubtful accounts $ 685 $ 411 $ (341 ) $ 755 Valuation allowance for deferred tax assets 1,894 26 (62 ) 1,858 Year ended December 31, 2013: Allowance for doubtful accounts $ 1,748 $ 124 $ (1,187 ) $ 685 Valuation allowance for deferred tax assets 940 954 - 1,894 |
Note 1 - Summary of Significa44
Note 1 - Summary of Significant Accounting Policies (Details Textual) | Mar. 30, 2014USD ($) | Dec. 30, 2013USD ($) | Jan. 30, 2016USD ($) | Apr. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Mar. 30, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2012USD ($) |
Permalok Corporation [Member] | Other Long-term Liabilities [Member] | |||||||||||
Business Combination, Contingent Consideration, Liability | $ 3,000,000 | $ 2,700,000 | |||||||||
Permalok Corporation [Member] | |||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (1,200,000) | 0 | |||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 15,700,000 | ||||||||||
Goodwill, Acquired During Period | $ 5,300,000 | ||||||||||
Water Transmission Group [Member] | |||||||||||
Number of Manufacturing Facilities | 8 | ||||||||||
Goodwill | $ 5,300,000 | ||||||||||
Disposal of OCTG Business [Member] | |||||||||||
Proceeds from Sale of Productive Assets | $ 42,700,000 | ||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | 13,500,000 | $ 1,800,000 | |||||||||
Goodwill, Written off Related to Sale of Business Unit | $ 4,400,000 | 4,400,000 | |||||||||
Business Acquisition Purchase Price Amount Held In Escrow To Secure Indemnification Obligations | 4,300,000 | $ 4,300,000 | |||||||||
Repayments of Debt and Capital Lease Obligations | $ 5,000,000 | ||||||||||
Business Acquisition, Transaction Costs | $ 1,800,000 | ||||||||||
Proceeds from Divestiture of Businesses | 29,800,000 | ||||||||||
Escrow Deposit Released | $ 4,300,000 | ||||||||||
Accrued Liability [Member] | |||||||||||
Workers' Compensation Liability, Current | $ 1,200,000 | ||||||||||
Expected Gain (Loss) on Uncompleted Contracts | (5,900,000) | ||||||||||
Accrual for Taxes Other than Income Taxes | 1,300,000 | ||||||||||
Pension and Other Long-term Liabilities [Member] | |||||||||||
Workers' Compensation Liability, Noncurrent | $ 3,200,000 | ||||||||||
Minimum [Member] | Land Improvements [Member] | |||||||||||
Property, Plant and Equipment, Useful Life | 15 years | ||||||||||
Minimum [Member] | Building [Member] | |||||||||||
Property, Plant and Equipment, Useful Life | 20 years | ||||||||||
Minimum [Member] | Machinery and Equipment [Member] | |||||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||||
Minimum [Member] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||||||
Maximum [Member] | Land Improvements [Member] | |||||||||||
Property, Plant and Equipment, Useful Life | 30 years | ||||||||||
Maximum [Member] | Building [Member] | |||||||||||
Property, Plant and Equipment, Useful Life | 40 years | ||||||||||
Maximum [Member] | Machinery and Equipment [Member] | |||||||||||
Property, Plant and Equipment, Useful Life | 30 years | ||||||||||
Maximum [Member] | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||||||
Investments | $ 0 | 0 | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (211,000) | (1,746,000) | |||||||||
Book Overdrafts | $ 0 | $ 900,000 | |||||||||
Number of Customers with Receivable Balance in Excess of Ten Percent of Receivables | 0 | 1 | |||||||||
Goodwill | $ 0 | $ 5,282,000 | $ 25,760,000 | $ 20,478,000 | |||||||
Number of Reportable Segments | 2 | ||||||||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | (13,497,000) | ||||||||||
Goodwill, Written off Related to Sale of Business Unit | 4,412,000 | ||||||||||
Proceeds from Divestiture of Businesses | $ 4,300,000 | $ 29,791,000 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 15,689,000 | ||||||||||
Goodwill, Acquired During Period | $ 5,282,000 | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,974,000 | $ 2,679,000 | |||||||||
Workers' Compensation Liability | 4,400,000 | ||||||||||
Accrued Vacation, Current | $ 3,000,000 | $ 2,200,000 | |||||||||
Change in Gross Profi Twhich Triggers Management Review | 2.00% |
Note 1 - Summary of Operating R
Note 1 - Summary of Operating Results for Company's Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Net sales | $ 22,225,000 | $ 116,111,000 |
Cost of sales | 23,881,000 | 123,888,000 |
Gross loss | (1,656,000) | (7,777,000) |
Selling, general, and administrative | $ 396,000 | 1,509,000 |
Tangible Asset Impairment Charges | 27,500,000 | |
Operating loss | $ (2,052,000) | $ (36,786,000) |
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ (13,497,000) | |
Interest income | $ 47,000 | |
Interest expense | $ (99,000) | (344,000) |
Loss before income taxes | (15,648,000) | (37,083,000) |
Income tax benefit | (3,934,000) | (14,484,000) |
Loss on discontinued operations | $ (11,714,000) | $ (22,599,000) |
Note 1 - Loss per Basic and Dil
Note 1 - Loss per Basic and Diluted Weighted Average Common Share Outstanding for Continuing and Discontinued Operations (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income (loss) from continuing operations | $ (29,388) | $ (6,173) | $ 21,676 | |
Loss from discontinued operations | (11,714) | (22,599) | ||
Net loss | $ (29,388) | $ (17,887) | $ (923) | |
Basic weighted-average common shares outstanding (in shares) | 9,560 | 9,515 | 9,445 | |
Effect of potentially dilutive common shares(1) (in shares) | [1] | 89 | ||
Diluted weighted-average common shares outstanding (in shares) | 9,560 | 9,515 | 9,534 | |
Earnings (loss) per basic common share: | ||||
Continuing operations (in dollars per share) | $ (3.07) | $ (0.65) | $ 2.29 | |
Discontinued operations (in dollars per share) | (1.23) | (2.39) | ||
Total (in dollars per share) | $ (3.07) | (1.88) | (0.10) | |
Earnings (loss) per diluted common share: | ||||
Continuing operations (in dollars per share) | $ (3.07) | (0.65) | 2.27 | |
Discontinued operations (in dollars per share) | (1.23) | (2.37) | ||
Total (in dollars per share) | $ (3.07) | $ (1.88) | $ (0.10) | |
Antidilutive shares excluded from net earnings per diluted common share calculation (in shares) | 52 | 65 | 93 | |
[1] | Represents the effect of the assumed exercise of stock options and the vesting of restricted stock units and performance stock awards, based on the treasury stock method. |
Note 2 - Billings in Excess of
Note 2 - Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Costs incurred on uncompleted contracts | $ 210,716 | $ 265,552 |
Estimated earnings | 31,921 | 53,744 |
Sum of costs incurred and estimated earnings on uncompleted contracts | 242,637 | 319,296 |
Less billings to date | (200,565) | (276,284) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 42,072 | 43,012 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 42,592 | 45,847 |
Billings in excess of costs and estimated earnings on uncompleted contracts | (520) | (2,835) |
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 42,072 | $ 43,012 |
Note 3 - Inventories (Details T
Note 3 - Inventories (Details Textual) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Valuation Reserves | $ 8.6 | $ 6.6 |
Note 3 - Components of Inventor
Note 3 - Components of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Raw materials | $ 21,486 | $ 48,005 |
Work-in-process | 1,901 | 1,741 |
Finished goods | 3,641 | 20,663 |
Supplies | 2,447 | 2,370 |
Total Short Term Investments | 29,475 | 72,779 |
Finished goods | 823 | 1,214 |
Total inventories | $ 30,298 | $ 73,993 |
Note 4 - Property and Equipme50
Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Depreciation | $ 9,092 | $ 13,606 | $ 13,272 |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | $ 300 | $ 4,200 | |
Asset Impairment Charges | $ 27,500 |
Note 4 - Property, Plant and Eq
Note 4 - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Land and Land Improvements [Member] | ||
Property and equipment, Gross | $ 23,903 | $ 23,689 |
Building [Member] | ||
Property and equipment, Gross | 44,409 | 42,368 |
Machinery and Equipment [Member] | ||
Property and equipment, Gross | 146,704 | 140,578 |
Assets Held under Capital Leases [Member] | ||
Property and equipment, Gross | 924 | 6,001 |
Construction in Progress [Member] | ||
Property and equipment, Gross | 2,359 | 4,183 |
Property and equipment, Gross | 218,299 | 216,819 |
Less accumulated depreciation and amortization | (86,451) | (84,224) |
Property and equipment, net | $ 131,848 | $ 132,595 |
Note 5 - Goodwill and Intangi52
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Mar. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2012 | |
Tubular Products [Member] | |||||||
Goodwill | $ 0 | $ 16,100,000 | |||||
Water Transmission Group [Member] | |||||||
Goodwill | $ 5,300,000 | ||||||
Disposal of OCTG Business [Member] | |||||||
Goodwill, Written off Related to Sale of Business Unit | $ 4,400,000 | 4,400,000 | |||||
Goodwill | $ 0 | 5,282,000 | $ 25,760,000 | $ 20,478,000 | |||
Goodwill, Written off Related to Sale of Business Unit | 4,412,000 | ||||||
Amortization of Intangible Assets | $ 523,000 | $ 540,000 | $ 0 |
Note 5 - Schedule of Goodwill (
Note 5 - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Water Transmission Group [Member] | Operating Segments [Member] | |||
Goodwill balance | $ 5,282,000 | $ 5,282,000 | |
Additions | $ 5,282,000 | ||
Goodwill balance | $ 5,282,000 | 5,282,000 | |
Adjustment for the sale of OCTG business | |||
Impairment adjustment | $ (5,282,000) | ||
Water Transmission Group [Member] | |||
Impairment adjustment | $ (5,300,000) | ||
Tubular Products [Member] | Operating Segments [Member] | |||
Goodwill balance | $ 20,478,000 | $ 20,478,000 | |
Additions | |||
Goodwill balance | $ 20,478,000 | ||
Adjustment for the sale of OCTG business | $ (4,412,000) | ||
Impairment adjustment | (16,066,000) | ||
Tubular Products [Member] | |||
Goodwill balance | $ 0 | ||
Goodwill balance | 0 | ||
Impairment adjustment | (16,100,000) | 0 | |
Goodwill balance | 5,282,000 | 25,760,000 | 20,478,000 |
Additions | 5,282,000 | ||
Goodwill balance | 0 | 5,282,000 | $ 25,760,000 |
Adjustment for the sale of OCTG business | (4,412,000) | ||
Impairment adjustment | $ (5,282,000) | $ (16,066,000) |
Note 5 - Summary of Intangible
Note 5 - Summary of Intangible Assets (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($) | ||
Customer Relationships [Member] | ||
Gross Carrying Amount | $ 1,378 | |
Accumulated Amortization | (275) | |
Intangible Assets, Net | $ 1,103 | |
Remaining Weighted-Average Amortization Period | 8 years | |
Patents [Member] | ||
Gross Carrying Amount | $ 1,162 | |
Accumulated Amortization | (465) | |
Intangible Assets, Net | $ 697 | |
Remaining Weighted-Average Amortization Period | 3 years | |
Trademarks and Trade Names [Member] | ||
Gross Carrying Amount | $ 1,132 | |
Accumulated Amortization | (151) | |
Intangible Assets, Net | $ 981 | |
Remaining Weighted-Average Amortization Period | 13 years | |
Other Intangible Assets [Member] | ||
Gross Carrying Amount | $ 295 | [1] |
Accumulated Amortization | (155) | [1] |
Intangible Assets, Net | $ 140 | [1] |
Remaining Weighted-Average Amortization Period | 2 years | [1] |
Gross Carrying Amount | $ 3,967 | |
Accumulated Amortization | (1,046) | |
Intangible Assets, Net | $ 2,921 | |
Remaining Weighted-Average Amortization Period | 8 years 73 days | |
[1] | Other intangibles consist of favorable lease contracts and non-compete agreements |
Note 5 - Summary of Estimated A
Note 5 - Summary of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 523 |
2,017 | 495 |
2,018 | 459 |
2,019 | 213 |
2,020 | 213 |
Thereafter | 1,018 |
Total Intangible Assets | $ 2,921 |
Note 6 - Line of Credit (Detail
Note 6 - Line of Credit (Details Textual) - USD ($) | Oct. 26, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
2015 Credit Agreement [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
2015 Credit Agreement [Member] | Minimum [Member] | Prime Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
2015 Credit Agreement [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||
2015 Credit Agreement [Member] | Maximum [Member] | Prime Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||
2015 Credit Agreement [Member] | |||||
Long-term Line of Credit | $ 0 | $ 0 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 60,000,000 | 23,200,000 | $ 23,200,000 | ||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
Minimum [Member] | Prime Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
Maximum [Member] | Prime Rate [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||
Long-term Line of Credit | $ 45,600,000 | ||||
Interest Expense, Debt | $ 400,000 | $ 1,400,000 | $ 2,300,000 | $ 3,600,000 | |
Line of Credit Facility, Interest Rate During Period | 2.43% | ||||
Interest Costs Capitalized | $ 100,000 | $ 200,000 | $ 400,000 |
Note 7 - Leases (Details Textua
Note 7 - Leases (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Capital Lease Obligations | $ 1,100,000 | ||
Capita Llease Weighted Average Interest Rate | 4.87% | ||
Disposal Group, Including Discontinued Operation, Interest Expense | $ 0 | $ 99,000 | $ 344,000 |
Maximum Duration of Operating Leases | 10 years | ||
Operating Leases, Rent Expense, Net | $ 3,200,000 | $ 3,200,000 | $ 2,800,000 |
Note 7 - Schedule of Future Min
Note 7 - Schedule of Future Minimum Lease Payments for Capital Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 381 |
2,017 | 280 |
2,018 | 209 |
2,019 | 188 |
2,020 | $ 92 |
Thereafter | |
Total minimum lease payments | $ 1,150 |
Amount representing interest | (92) |
Present value of minimum lease payments with average interest rates of 4.87% | 1,058 |
Current portion of capital lease obligation | 340 |
Capital lease obligation, less current portion | $ 718 |
Note 7 - Schedule of Future M59
Note 7 - Schedule of Future Minimum Lease Payments for Capital Leases (Details) (Parentheticals) | Dec. 31, 2015 |
Capita Llease Weighted Average Interest Rate | 4.87% |
Note 7 - Schedule of Future M60
Note 7 - Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 2,664 |
2,017 | 2,425 |
2,018 | 1,309 |
2,019 | 893 |
2,020 | 790 |
Thereafter | 1,832 |
Total minimum lease payments | $ 9,913 |
Note 8 - Fair Value Measureme61
Note 8 - Fair Value Measurements (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Tubular Products [Member] | |||||
Goodwill, Impairment Loss | $ 16,100,000 | $ 16,100,000 | $ 0 | ||
Water Transmission Group [Member] | |||||
Goodwill, Impairment Loss | $ 5,300,000 | $ 5,300,000 | |||
Permalok Corporation [Member] | Estimate of Fair Value Measurement [Member] | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 2,700,000 | 3,000,000 | 2,700,000 | ||
Other Nonoperating Income (Expense) [Member] | |||||
Nonrecurring Fair Value Measurement Impairment Charge | $ 300,000 | ||||
Goodwill, Impairment Loss | $ 5,282,000 | $ 16,066,000 | |||
Tangible Asset Impairment Charges | $ 27,500,000 |
Note 8 - Assets and Liabilities
Note 8 - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Inputs, Level 1 [Member] | ||
Financial assets | ||
Deferred compensation plan | $ 5,075 | $ 4,953 |
Derivatives | ||
Total assets | $ 5,075 | $ 4,953 |
Financial liabilities | ||
Contingent consideration | ||
Derivatives | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Financial assets | ||
Deferred compensation plan | $ 1,282 | $ 1,284 |
Derivatives | 296 | 32 |
Total assets | $ 1,578 | $ 1,316 |
Financial liabilities | ||
Contingent consideration | ||
Derivatives | $ (5) | |
Total liabilities | $ (5) | |
Fair Value, Inputs, Level 3 [Member] | ||
Financial assets | ||
Deferred compensation plan | ||
Derivatives | ||
Total assets | ||
Financial liabilities | ||
Contingent consideration | $ (2,974) | $ (2,679) |
Derivatives | ||
Total liabilities | $ (2,679) | |
Deferred compensation plan | 6,357 | 6,237 |
Derivatives | 296 | 32 |
Total assets | 6,653 | 6,269 |
Contingent consideration | $ (2,974) | (2,679) |
Derivatives | (5) | |
Total liabilities | $ (2,684) |
Note 9 - Derivative Instrumen63
Note 9 - Derivative Instruments and Hedging Activities (Details Textual) CAD in Millions | 12 Months Ended | ||||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015CAD | Dec. 31, 2015USD ($) | Dec. 31, 2014CAD | Dec. 31, 2014USD ($) | |
Not Designated as Hedging Instrument [Member] | |||||||
Derivative, Notional Amount | $ 0 | $ 0 | |||||
Designated as Hedging Instrument [Member] | |||||||
Derivative, Notional Amount | CAD 8.7 | 6,300,000 | CAD 1.5 | $ 1,300,000 | |||
Maximum [Member] | |||||||
Maturity Period For Forward Contracts | 1 year | ||||||
Forward Contracts with 15 Month Maturity [Member] | |||||||
Derivative, Notional Amount | CAD 5.9 | 4,400,000 | |||||
Maturity Period For Forward Contracts | 1 year 90 days | ||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 400,000 | $ 100,000 | $ (100,000) | ||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ 100,000 |
Note 10 - Retirement Plans (Det
Note 10 - Retirement Plans (Details Textual) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets | 7.50% | 7.50% | |
Company Matching Percentage on First Six Percent of Employee Contributions | 50.00% | ||
Employee Contribution Percentage for Which Company Will Match at Fifty Percent | 6.00% | ||
Defined Contribution Plan Number of Investment Options | 15 | ||
Number of Non-contributory Defined Benefit Plans | 2 | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities | $ 1,900,000 | $ 2,100,000 | |
Accumulated Other Comprehensive Income Loss Unrecognized Net Actuarial Losses Net of Tax | 1,600,000 | 1,900,000 | |
Defined Benefit Plan, Accumulated Benefit Obligation | 6,400,000 | 6,900,000 | |
Defined Benefit Plan, Fair Value of Plan Assets | 4,500,000 | 4,800,000 | |
Defined Benefit Plan, Net Periodic Benefit Cost | $ 400,000 | $ 200,000 | $ 400,000 |
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 3.91% | 3.54% | |
Company Matching Percentage on First Ten Thousand Dollar Employee Contributions | 50.00% | ||
Officer Contribution for Which Company Will Match at Fifty Percent | $ 10,000 | ||
Select Employee Contribution for Which Company Will Match at Fifty Percent | $ 5,000 | ||
Retirement Target Benefit Plan, Percentage of Final Base Pay after 35-year Career | 35.00% | ||
Retirement Target Benefit Plan, Percentage of Final Base Pay per Year of Service | 1.00% | ||
Non-qualified Retirement Savings Plan Actuarial Yearly Asset Growth Percentage Assumption | 8.00% | ||
Deferred Compensation Liability, Current and Noncurrent | $ 6,400,000 | $ 6,600,000 | |
Retirement Plan Expense | $ 1,500,000 | $ 1,800,000 | $ 1,800,000 |
Note 11 - Share-based Compens65
Note 11 - Share-based Compensation (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Performance Shares [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||
Performance Shares [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 13,161 | ||
Share-based Compensation Arrangement By Share-based Payment Award, Shares Available for Grant, Actual Payout, Percentage | 143.00% | ||
Restricted Stock Units and Performance Stock Awards [Member] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 1,100,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1,600,000 | $ 3,500,000 | $ 2,100,000 |
Minimum [Member] | Director [Member] | |||
Share Based Compensation Arrangement by Stock Based Payment Award Grant Date Fair Value | $ 36 | ||
Maximum [Member] | Director [Member] | |||
Share Based Compensation Arrangement by Stock Based Payment Award Grant Date Fair Value | $ 36.41 | ||
Director [Member] | |||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 10,464 | 9,150 | 4,912 |
Share Based Compensation Arrangement by Stock Based Payment Award Grant Date Fair Value | $ 21.02 | $ 27.49 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | 0 | 0 |
Number Of Active Stock Incentive Plans | 1 | ||
Number Of Inactive Stock Option Plans | 1 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 690,889 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 2,000 | $ 43,000 | $ 100,000 |
Restricted Stock Units and Performance Share Award Target Level, Percentage | 100.00% | ||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number At Target Level Of Performance | 110,000 | ||
Minimum Performance Awards Issued Multiplier | 0.00% | ||
Maximum Performance Awards Issued Multiplier | 200.00% |
Note 11 - Summary of Share-base
Note 11 - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cost of Sales [Member] | |||
Allocated Share-based Compensation Expense | $ 412 | $ 337 | $ 662 |
Selling, General and Administrative Expenses [Member] | |||
Allocated Share-based Compensation Expense | 1,362 | 2,609 | 2,398 |
Allocated Share-based Compensation Expense | $ 1,774 | $ 2,946 | $ 3,060 |
Note 11 - Summary of Status of
Note 11 - Summary of Status of Company's Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Balance (in shares) | 38,000 | 40,000 |
Balance (in dollars per share) | $ 26.05 | $ 25.44 |
Options granted (in shares) | ||
Options granted (in dollars per share) | ||
Options exercised (in shares) | (2,000) | (2,000) |
Options exercised (in dollars per share) | $ 22.07 | $ 14 |
Options cancelled (in shares) | (8,000) | |
Options cancelled (in dollars per share) | $ 29.98 | |
Balance (in shares) | 28,000 | 38,000 |
Balance (in dollars per share) | $ 25.21 | $ 26.05 |
Exercisable and Outstanding (in shares) | 28,000 | |
Exercisable and Outstanding (in dollars per share) | $ 25.21 | |
Exercisable and Outstanding | 3 years 281 days | |
Exercisable and Outstanding | $ 0 |
Note 11 - Summary of Informatio
Note 11 - Summary of Information about Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Range One [Member] | |
Options Outstanding Number of Options (in shares) | shares | 24,000 |
Options Outstanding Weighted Average Remaining Contractual Life | 4 years 91 days |
Options Outstanding Weighted Average Exercise Price Per Share (in dollars per share) | $ / shares | $ 24.15 |
Exercisable and Outstanding (in shares) | shares | 24,000 |
Options Exercisable Weighted Average Exercise Price Per Share (in dollars per share) | $ / shares | $ 24.15 |
Range Two [Member] | |
Options Outstanding Number of Options (in shares) | shares | 2,000 |
Options Outstanding Weighted Average Remaining Contractual Life | 131 days |
Options Outstanding Weighted Average Exercise Price Per Share (in dollars per share) | $ / shares | $ 28.31 |
Exercisable and Outstanding (in shares) | shares | 2,000 |
Options Exercisable Weighted Average Exercise Price Per Share (in dollars per share) | $ / shares | $ 28.31 |
Range Three [Member] | |
Options Outstanding Number of Options (in shares) | shares | 2,000 |
Options Outstanding Weighted Average Remaining Contractual Life | 1 year 149 days |
Options Outstanding Weighted Average Exercise Price Per Share (in dollars per share) | $ / shares | $ 34.77 |
Exercisable and Outstanding (in shares) | shares | 2,000 |
Options Exercisable Weighted Average Exercise Price Per Share (in dollars per share) | $ / shares | $ 34.77 |
Options Outstanding Number of Options (in shares) | shares | 28,000 |
Options Outstanding Weighted Average Remaining Contractual Life | 3 years 281 days |
Options Outstanding Weighted Average Exercise Price Per Share (in dollars per share) | $ / shares | $ 25.21 |
Exercisable and Outstanding (in shares) | shares | 28,000 |
Options Exercisable Weighted Average Exercise Price Per Share (in dollars per share) | $ / shares | $ 25.21 |
Note 11 - Summary of Estimated
Note 11 - Summary of Estimated Fair Value Assumptions on Date of Grant (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Minimum [Member] | ||
Expected stock price volatility | 23.70% | 24.60% |
Maximum [Member] | ||
Expected stock price volatility | 65.00% | 60.10% |
Risk free interest rate | 0.61% | 0.41% |
Expected dividend yield | 0.00% | 0.00% |
Note 11 - Summary of Status o70
Note 11 - Summary of Status of Company's RSUs and PSAs (Details) - Restricted Stock Units and Performance Stock Awards [Member] - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Unvested RSUs and PSAs, Beginning Balance (in shares) | [1] | 231,215 | 257,087 | |
Unvested RSUs and PSAs, Beginning Balance (in dollars per share) | $ 36.34 | $ 30.69 | ||
RSUs and PSAs granted (in shares) | [1] | 87,353 | ||
RSUs and PSAs granted (in dollars per share) | $ 41.76 | |||
Unvested RSUs and PSAs cancelled (in shares) | [1] | (53,960) | (32,756) | |
Unvested RSUs and PSAs cancelled (in dollars per share) | $ 36.12 | $ 32.36 | ||
RSUs and PSAs vested (2) (in shares) | [1] | (49,403) | [2] | (80,469) |
RSUs and PSAs vested (2) (in dollars per share) | $ 30.01 | [2] | $ 25.81 | |
Unvested RSUs and PSAs, Ending Balance (in shares) | [1] | 127,852 | 231,215 | |
Unvested RSUs and PSAs, Ending Balance (in dollars per share) | $ 38.87 | $ 36.34 | ||
[1] | The number of shares disclosed in this table are at the target level of 100%. | |||
[2] | 13,161 additional shares were vested for performance share awards that were granted in 2011 for the three-year performance period ended December 31, 2013, based on achievement of an actual payout percentage of 143%. |
Note 12 - Shareholder Rights 71
Note 12 - Shareholder Rights Plan (Details Textual) - $ / shares | Jun. 18, 2009 | Dec. 31, 2015 |
Amended and Restated Rights Agreement Expiration Date | Jun. 28, 2019 | |
Number of Series Junior Participating Preferred Stock Shares Reserved | 150,000 | |
Dividend Distribution Under Shareholder Rights Plan | 1 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.01 | |
Purchase Price Under Rights | $ 83 | |
Acquisition Percentage | 15.00% | |
Value of Exercised Right | 2 | |
Right Redemption Value | $ 0.01 |
Note 13 - Commitments and Con72
Note 13 - Commitments and Contingencies (Details Textual) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2015USD ($) | Jul. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2013USD ($) | |
Portland Harbor Natural Resources Trustee Council [Member] | ||||||
Loss Contingency Accrual, Payments | $ 0.2 | $ 0.2 | ||||
Loss Contingency, Accrual, Current | $ 0.4 | |||||
Voluntary Cleanup Program [Member] | Minimum [Member] | ||||||
Loss Contingency, Estimate of Possible Loss | $ 0.2 | |||||
Voluntary Cleanup Program [Member] | Maximum [Member] | ||||||
Loss Contingency, Estimate of Possible Loss | 2.2 | |||||
Voluntary Cleanup Program [Member] | Estimated [Member] | ||||||
Accrual for Environmental Loss Contingencies | 0.3 | |||||
Minimum [Member] | ||||||
Estimated Cost of Epa Selected Remedy | 790 | |||||
Maximum [Member] | ||||||
Estimated Cost of Epa Selected Remedy | $ 2,500 | |||||
Estimated Time to Complete Selected Epa Remedy | 18 years | |||||
Amount Spent To Complete Work Specified In Work Plans | $ 0.2 | $ 0.1 | $ 0.1 | |||
Number Of Potentially Responsible Parties | 100 | |||||
Insurance Recoveries | $ 2.6 | |||||
Letters of Credit Outstanding, Amount | $ 2.1 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards | $ 19,000 | |||
Tax Credit Carryforward, Amount | $ 3,100 | |||
State and Local Jurisdiction [Member] | Colorado Department of Revenue Taxation Division [Member] | Earliest Tax Year [Member] | ||||
Income Tax Examination, Year under Examination | 2,009 | |||
State and Local Jurisdiction [Member] | Colorado Department of Revenue Taxation Division [Member] | Latest Tax Year [Member] | ||||
Income Tax Examination, Year under Examination | 2,013 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards | $ 34,000 | |||
Tax Credit Carryforward, Amount | 2,800 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | (100) | $ (100) | $ 100 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 100 | $ 100 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | $ 2,500 | |||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 5,210 | $ 9 | $ 954 | |
Deferred Tax Liabilities, Undistributed Foreign Earnings | 800 | |||
Undistributed Earnings of Foreign Subsidiaries | 2,300 | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $ 4,500 |
Note 14 - Summary of Components
Note 14 - Summary of Components of Income Tax Expense for Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Federal | $ (5,076) | $ 4,336 | $ 9,097 |
State | 26 | 334 | 690 |
Total current tax expense (benefit) | (5,050) | 4,670 | 9,787 |
Federal | (8,855) | 305 | 2,631 |
State | 1,954 | (324) | (60) |
Total deferred tax expense (benefit) | (6,901) | (19) | 2,571 |
Total Income Tax Expense | $ (11,951) | $ 4,651 | $ 12,358 |
Note 14 - Effective Income Tax
Note 14 - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Provision (benefit) at statutory rate of 35% | $ (14,470) | $ (532) | $ 11,921 |
State provision (benefit), net of federal tax effect | (866) | (96) | 370 |
Federal and state tax credits | (6,684) | $ (91) | (525) |
Disallowed domestic manufacturing deduction | 630 | (641) | |
Change in valuation allowance | 5,210 | $ 9 | 954 |
Uncertain tax positions | 2,082 | 5 | $ (7) |
Goodwill impairment (nondeductible) | 1,849 | 5,623 | |
Nondeductible expenses | 91 | 207 | $ 345 |
Nontaxable adjustment to contingent consideration | 103 | 611 | |
Nontaxable adjustment to contingent consideration | (103) | (611) | |
Other | 104 | 137 | $ (59) |
Income tax (benefit) expense | $ (11,951) | $ 4,651 | $ 12,358 |
Effective tax rate | (28.90%) | 305.60% | 36.30% |
Note 14 - Effective Income Ta76
Note 14 - Effective Income Tax Rate Reconciliation (Details) (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statutory rate | 35.00% | 35.00% | 35.00% |
Note 14 - Summary of Current an
Note 14 - Summary of Current and Noncurrent Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Costs and estimated earnings in excess of billings on uncompleted contracts, net | $ 2,888 | $ 2,186 |
Accrued employee benefits | 5,946 | 5,324 |
Inventories | 2,618 | 1,937 |
Trade receivable, net | 266 | 372 |
Net operating loss carryforwards | 7,843 | 582 |
Tax credit carryforwards | 4,791 | 996 |
Other assets | 2,737 | 6,067 |
Other | 520 | 1,441 |
Deferred Tax Assets, Gross | 27,609 | 18,905 |
Valuation allowance | (7,057) | (1,858) |
Deferred Tax Assets, Net | 20,552 | 17,047 |
Property and equipment | (24,229) | (23,903) |
Intangible assets | (980) | (1,150) |
Prepaid expenses | (467) | (522) |
Total Deferred Tax Liabilities | (25,676) | (25,575) |
Net deferred tax liabilities | $ (5,124) | $ (8,528) |
Note 14 - Summary of Changes in
Note 14 - Summary of Changes in Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Unrecognized tax benefits, beginning of year | $ 2,313 | $ 6,207 | $ 5,245 |
Decreases for settlements | (3,265) | ||
Decreases for lapse in statute of limitations | $ (1,199) | (115) | |
Decreases for positions taken in current year | (615) | ||
Increases for positions taken in prior years | $ 3,716 | $ 101 | $ 646 |
Decreases for positions taken in prior years | (696) | ||
Increases for positions taken in the current year | $ 44 | 1,012 | |
Unrecognized tax benefits, end of year | $ 4,874 | $ 2,313 | $ 6,207 |
Note 15 - Summary of Accumulate
Note 15 - Summary of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Pension liability adjustment, net of tax benefit of $966 and $1,108 | $ (1,624) | $ (1,862) |
Deferred gain on cash flow derivatives, net of tax expense of $49 and benefit of $14 | 86 | 29 |
Total | $ (1,538) | $ (1,833) |
Note 15 - Summary of Accumula80
Note 15 - Summary of Accumulated Other Comprehensive Loss (Details) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Pension liability adjustment, tax effect | $ (966) | $ (1,108) |
Net deferred gain (loss) on cash flow derivatives, tax effect | $ 49 | $ 14 |
Note 15 - Components of Accumul
Note 15 - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Pension Items [Member] | |||
Balance | $ (1,862) | $ (1,275) | |
Other comprehensive income (loss) before reclassifications | 17 | (701) | |
Amounts reclassified from accumulated other comprehensive loss | 221 | 114 | |
Net current period adjustments to other comprehensive income (loss) | 238 | (587) | |
Balance | (1,624) | (1,862) | $ (1,275) |
Gains (Losses) on Cash Flow Hedges [Member] | |||
Balance | 29 | 14 | |
Other comprehensive income (loss) before reclassifications | 150 | 17 | |
Amounts reclassified from accumulated other comprehensive loss | (93) | (2) | |
Net current period adjustments to other comprehensive income (loss) | 57 | 15 | |
Balance | 86 | 29 | 14 |
Balance | (1,833) | (1,261) | |
Other comprehensive income (loss) before reclassifications | 167 | (684) | |
Amounts reclassified from accumulated other comprehensive loss | 128 | 112 | |
Net current period adjustments to other comprehensive income (loss) | 295 | (572) | 1,012 |
Balance | $ (1,538) | $ (1,833) | $ (1,261) |
Note 15 - Schedule of Reclassif
Note 15 - Schedule of Reclassifications of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||
Cost of sales | $ (352) | $ (182) | $ (372) |
Tax (expense) benefit | 131 | 68 | 133 |
Net Income (loss) | (221) | (114) | (239) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | |||
Tax (expense) benefit | (56) | (1) | (42) |
Net Income (loss) | 93 | 2 | 72 |
Net sales | 147 | 6 | $ 114 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Hedge Ineffectiveness [Member] | |||
Net sales | 2 | (3) | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Net Income (loss) | (128) | (112) | $ (167) |
Cost of sales | (249,233) | (362,722) | (299,209) |
Tax (expense) benefit | 11,951 | (4,651) | (12,358) |
Net Income (loss) | (29,388) | (17,887) | (923) |
Net sales | $ 236,608 | $ 403,298 | $ 359,445 |
Note 16 - Segment Information83
Note 16 - Segment Information (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration Risk, Percentage | 16.00% | 15.00% | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Water Transmission Group [Member] | |||||
Goodwill, Impairment Loss | $ 5,300,000 | $ 5,300,000 | |||
Tubular Products [Member] | |||||
Goodwill, Impairment Loss | $ 16,100,000 | $ 16,100,000 | $ 0 | ||
MEXICO | |||||
Property, Plant and Equipment, Net | 4,200,000 | 4,300,000 | 4,200,000 | ||
Goodwill, Impairment Loss | 5,282,000 | 16,066,000 | |||
Property, Plant and Equipment, Net | $ 132,595,000 | $ 131,848,000 | $ 132,595,000 |
Note 16 - Segment Information R
Note 16 - Segment Information Report of Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Water Transmission Group [Member] | Operating Segments [Member] | ||||
Net sales | $ 173,160 | $ 238,545 | $ 226,427 | |
Gross profit | 606 | 39,601 | 46,953 | |
Operating income (loss) | [1] | (11,592) | 31,490 | 40,343 |
Depreciation and amortization expense | 7,318 | 8,716 | 7,082 | |
Capital expenditures | 6,313 | 6,190 | 13,204 | |
Tubular Products [Member] | Operating Segments [Member] | ||||
Net sales | 63,448 | 164,753 | 133,018 | |
Gross profit | (13,231) | 975 | 13,283 | |
Operating income (loss) | [2] | (15,699) | (16,677) | 11,943 |
Depreciation and amortization expense | 1,859 | 5,090 | 5,963 | |
Capital expenditures | 1,879 | 7,526 | 14,354 | |
Corporate Segment [Member] | ||||
Operating income (loss) | (12,919) | (14,619) | (14,751) | |
Depreciation and amortization expense | 438 | 340 | 254 | |
Capital expenditures | 323 | 573 | 889 | |
Operating Segments [Member] | ||||
Operating income (loss) | (27,291) | 14,813 | 52,286 | |
Depreciation and amortization expense | 9,177 | 13,806 | 13,045 | |
Capital expenditures | 8,192 | 13,716 | 27,558 | |
UNITED STATES | ||||
Net sales | 224,691 | 383,344 | 308,345 | |
Non-US [Member] | ||||
Net sales | 11,917 | 19,954 | 51,100 | |
Net sales | 236,608 | 403,298 | 359,445 | |
Gross profit | (12,625) | 40,576 | 60,236 | |
Operating income (loss) | (40,210) | 194 | 37,535 | |
Depreciation and amortization expense | 9,615 | 14,146 | 13,299 | |
Capital expenditures | $ 8,515 | $ 14,289 | $ 28,447 | |
[1] | Operating loss for Water transmission for 2015 includes the write-off of goodwill of $5.3 million. | |||
[2] | Operating loss for Tubular products for 2014 includes the write-off of goodwill of $16.1 million. |
Note 16 - Segment Information85
Note 16 - Segment Information Report of Balance Sheets (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Water Transmission Group [Member] | Operating Segments [Member] | ||
Goodwill | $ 5,282,000 | |
Assets | $ 185,607,000 | $ 222,365,000 |
Tubular Products [Member] | Operating Segments [Member] | ||
Goodwill | ||
Assets | $ 48,785,000 | $ 102,449,000 |
Tubular Products [Member] | ||
Goodwill | 0 | |
Corporate Segment [Member] | ||
Assets | 24,988,000 | 27,068,000 |
Operating Segments [Member] | ||
Assets | 234,392,000 | 324,814,000 |
Goodwill | 0 | 5,282,000 |
Assets | $ 259,380,000 | $ 351,882,000 |
Note 17 - Restructuring (Detail
Note 17 - Restructuring (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Cost of Sales [Member] | |
Restructuring Charges | $ 515,000 |
Selling, General and Administrative Expenses [Member] | |
Restructuring Charges | 45,000 |
Accounts Payable and Accrued Liabilities [Member] | |
Restructuring Reserve, Current | 58,000 |
Restructuring Charges | $ 560,000 |
Note 18 - Related Party Trans87
Note 18 - Related Party Transaction (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Eagle Asset Management, Inc. [Member] | |
Related Party Transaction, Amounts of Transaction | $ 1.2 |
Raymond James & Associates [Member] | |
Related Party Transaction, Percentage Owned By Related Party | 10.00% |
Note 19 - Quarterly Data (Una88
Note 19 - Quarterly Data (Unaudited) (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Water Transmission Group [Member] | |||||
Goodwill, Impairment Loss | $ 5,300,000 | $ 5,300,000 | |||
Tubular Products [Member] | |||||
Goodwill, Impairment Loss | $ 16,100,000 | $ 16,100,000 | $ 0 | ||
Goodwill, Impairment Loss | $ 5,282,000 | $ 16,066,000 |
Note 19 - Summary of Quarterly
Note 19 - Summary of Quarterly Financial Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Water Transmission Group [Member] | Operating Segments [Member] | ||||||||||||
Net sales | $ 38,681 | $ 39,792 | $ 38,445 | $ 56,242 | $ 56,484 | $ 76,857 | $ 62,205 | $ 42,999 | $ 173,160 | $ 238,545 | ||
Gross profit | (7,443) | (725) | 1,255 | 7,519 | 9,883 | 16,559 | 11,491 | 1,668 | 606 | 39,601 | ||
Operating income (loss) | (9,026) | (2,384) | (5,815) | 5,633 | 7,817 | 14,429 | 9,543 | (299) | (11,592) | [1] | 31,490 | [1] |
Tubular Products [Member] | Operating Segments [Member] | ||||||||||||
Net sales | 6,881 | 12,543 | 15,401 | 28,623 | 45,674 | 39,648 | 39,783 | 39,648 | 63,448 | 164,753 | ||
Gross profit | (3,969) | (1,786) | (3,848) | (3,628) | (758) | (739) | (174) | 2,646 | (13,231) | 975 | ||
Operating income (loss) | (4,530) | (2,298) | (4,254) | (4,617) | (17,227) | (1,155) | (589) | 2,294 | (15,699) | [2] | (16,677) | [2] |
Operating Segments [Member] | ||||||||||||
Operating income (loss) | (27,291) | 14,813 | ||||||||||
Corporate, Non-Segment [Member] | ||||||||||||
Operating income (loss) | (2,960) | (2,602) | (3,258) | (4,099) | (4,000) | (3,943) | (3,555) | (3,121) | (12,919) | (14,619) | ||
Net sales | 45,562 | 52,335 | 53,846 | 84,865 | 102,158 | 116,505 | 101,988 | 82,647 | 236,608 | 403,298 | ||
Gross profit | (11,412) | (2,511) | (2,593) | 3,891 | 9,125 | 15,820 | 11,317 | 4,314 | (12,625) | 40,576 | ||
Operating income (loss) | (16,516) | (7,284) | (13,327) | (3,083) | (13,410) | 9,331 | 5,399 | (1,126) | (40,210) | 194 | ||
Net income (loss) | $ (13,693) | $ (1,515) | $ (12,079) | $ (2,101) | $ (13,996) | $ 5,021 | $ 3,192 | $ (12,104) | $ (29,388) | $ (17,887) | ||
Continuing operations (in dollars per share) | $ (1.43) | $ (0.16) | $ (1.26) | $ (0.22) | $ (1.47) | $ 0.62 | $ 0.34 | $ (0.13) | $ (3.07) | $ (0.65) | ||
Discontinued operations (in dollars per share) | (0.09) | (1.14) | (1.23) | |||||||||
Total (in dollars per share) | $ (1.43) | $ (0.16) | $ (1.26) | $ (0.22) | $ (1.47) | 0.53 | $ 0.34 | (1.27) | $ (3.07) | (1.88) | ||
Continuing Operations (in dollars per share) | $ (1.43) | $ (0.16) | $ (1.26) | $ (0.22) | $ (1.47) | 0.61 | $ 0.33 | (0.13) | $ (3.07) | (0.65) | ||
Discontinued Operations (in dollars per share) | (0.09) | (1.14) | (1.23) | |||||||||
Total (in dollars per share) | $ (1.43) | $ (0.16) | $ (1.26) | $ (0.22) | $ (1.47) | $ 0.52 | $ 0.33 | $ (1.27) | $ (3.07) | $ (1.88) | ||
[1] | Operating loss for Water transmission for 2015 includes the write-off of goodwill of $5.3 million. | |||||||||||
[2] | Operating loss for Tubular products for 2014 includes the write-off of goodwill of $16.1 million. |
Schedule II - Valuation and Q90
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts [Member] | |||
Balance at Beginning of Period | $ 755 | $ 685 | $ 1,748 |
Charged to Profit and Loss | 416 | 411 | 124 |
Deduction from Reserves | (420) | (341) | (1,187) |
Balance at End of Period | 751 | 755 | 685 |
Valuation Allowance of Deferred Tax Assets [Member] | |||
Balance at Beginning of Period | 1,858 | 1,894 | 940 |
Charged to Profit and Loss | 5,217 | 26 | $ 954 |
Deduction from Reserves | (18) | (62) | |
Balance at End of Period | $ 7,057 | $ 1,858 | $ 1,894 |