Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document Information [Line Items] | ||
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) | 9,596,335 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 9,065 | $ 10,309 |
Trade and other receivables, less allowance for doubtful accounts of $571 and $751 | 16,835 | 27,567 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 47,894 | 42,592 |
Inventories | 25,542 | 29,475 |
Refundable income taxes | 349 | 3,413 |
Assets held for sale | 6,607 | |
Prepaid expenses and other | 1,121 | 1,923 |
Total current assets | 107,413 | 115,279 |
Property and equipment, less accumulated depreciation and amortization of $81,043 and $86,451 | 121,568 | 131,848 |
Other assets | 11,800 | 12,253 |
Total assets | 240,781 | 259,380 |
Current liabilities: | ||
Current portion of capital lease obligations | 384 | 340 |
Accounts payable | 4,976 | 4,739 |
Accrued liabilities | 14,271 | 15,971 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 929 | 520 |
Total current liabilities | 20,560 | 21,570 |
Capital lease obligations, less current portion | 739 | 718 |
Deferred income taxes | 5,344 | 5,124 |
Pension and other long-term liabilities | 12,450 | 14,408 |
Total liabilities | 39,093 | 41,820 |
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, 9,596,335 and 9,564,752 shares issued and outstanding | 96 | 96 |
Additional paid-in-capital | 117,689 | 117,819 |
Retained earnings | 85,358 | 101,183 |
Accumulated other comprehensive loss | (1,455) | (1,538) |
Total stockholders’ equity | 201,688 | 217,560 |
Total liabilities and stockholders’ equity | $ 240,781 | $ 259,380 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 571 | $ 751 |
Accumulated depreciation and amortization | $ 81,043 | $ 86,451 |
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) | 9,596,335 | 9,564,752 |
Common stock, shares outstanding (in shares) | 9,596,335 | 9,564,752 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net sales | $ 42,061 | $ 53,846 | $ 75,989 | $ 138,711 |
Cost of sales | 44,223 | 56,439 | 83,588 | 137,413 |
Gross profit (loss) | (2,162) | (2,593) | (7,599) | 1,298 |
Selling, general and administrative expense | 4,091 | 5,452 | 8,690 | 12,426 |
Impairment of goodwill | 5,282 | 5,282 | ||
Operating loss | (6,253) | (13,327) | (16,289) | (16,410) |
Other income (expense) | (4) | 14 | 35 | 58 |
Interest income | 3 | 81 | 3 | 163 |
Interest expense | (119) | (286) | (237) | (703) |
Loss before income taxes | (6,373) | (13,518) | (16,488) | (16,892) |
Income tax benefit | (131) | (1,439) | (663) | (2,712) |
Net loss | $ (6,242) | $ (12,079) | $ (15,825) | $ (14,180) |
Net loss per share: | ||||
Basic and diluted (in dollars per share) | $ (0.65) | $ (1.26) | $ (1.65) | $ (1.48) |
Shares used in per share calculations: | ||||
Basic and diluted (in shares) | 9,580 | 9,557 | 9,576 | 9,555 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net loss | $ (6,242) | $ (12,079) | $ (15,825) | $ (14,180) |
Other comprehensive income (loss): | ||||
Pension liability adjustment, net of tax | 99 | 109 | 199 | 218 |
Deferred income (loss) on cash flow derivatives, net of tax | 16 | (16) | (116) | (31) |
Net current period other comprehensive income (loss) | 115 | 93 | 83 | 187 |
Comprehensive loss | $ (6,127) | $ (11,986) | $ (15,742) | $ (13,993) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (15,825) | $ (14,180) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 4,979 | 4,651 |
Impairment of goodwill | 5,282 | |
Amortization of intangible assets | 262 | 280 |
Provision for doubtful accounts | (180) | (113) |
Amortization of debt issuance costs | 83 | 136 |
Deferred income taxes | (732) | 888 |
Stock based compensation expense | 813 | 1,133 |
Unrealized (gain) loss on foreign currency forward contracts | 430 | (50) |
Adjustments to contingent consideration | (599) | 62 |
Other, net | (10) | (3) |
Changes in operating assets and liabilities: | ||
Trade and other receivables, net | 10,912 | 27,052 |
Insurance settlements | 2,625 | |
Costs and estimated earnings in excess of billings on uncompleted contracts, net | (4,893) | (5,849) |
Inventories | 3,968 | 21,931 |
Refundable income taxes | 3,104 | (2,084) |
Prepaid expenses and other assets | 581 | 667 |
Accounts payable | 515 | (356) |
Accrued and other liabilities | (1,878) | (307) |
Net cash provided by operating activities | 1,530 | 41,765 |
Cash flows from investing activities: | ||
Additions to property and equipment | (1,336) | (6,016) |
Proceeds from sale of business | 4,300 | |
Proceeds from sale of property & equipment | 20 | 55 |
Collections on notes receivable | 1,080 | |
Net cash used in investing activities | (1,316) | (581) |
Cash flows from financing activities: | ||
Tax withholdings related to net share settlements of restricted stock and performance stock awards | (31) | (423) |
Borrowings on line of credit | 56,250 | |
Repayments on line of credit | (94,785) | |
Payments on capital lease obligations | (194) | (2,084) |
Payments of contingent consideration | (1,233) | |
Other financing activities | 19 | |
Net cash used in financing activities | (1,458) | (41,023) |
Change in cash and cash equivalents | (1,244) | 161 |
Cash and cash equivalents, beginning of period | 10,309 | 527 |
Cash and cash equivalents, end of period | 9,065 | 688 |
Non-Cash Investing Activity: | ||
Accrued property and equipment purchases | 118 | 718 |
Capital lease additions | $ 259 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Basis of Presentation The condensed consolidated financial statements include the accounts of Northwest Pipe Company (the “Company”) and its subsidiaries in which the Company exercises control as of the financial statement date. Intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The financial information as of December 31, 2015 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”). Certain information or footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments necessary (which are of a normal and recurring nature) for the fair statement of the results of the interim periods presented. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s 2015 Form 10-K. Certain amounts from the prior year financial statements have been reclassified in order to conform to the current year presentation. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2016. |
Note 2 - Inventories
Note 2 - Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 2. Inventories Inventories are stated at the lower of cost or market and consist of the following (in thousands): June 30, 2016 December 31, 2015 Short-term inventories: Raw materials $ 21,302 $ 21,486 Work-in-process 1,213 1,901 Finished goods 631 3,641 Supplies 2,396 2,447 Total short-term inventories 25,542 29,475 Long-term inventories: Finished goods 789 823 Total inventories $ 26,331 $ 30,298 Long-term inventories are recorded in other assets. |
Note 3 - Assets Held for Sale
Note 3 - Assets Held for Sale | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 3 . Assets Held for Sale The Company classifies assets as held for sale when all the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (ii) the asset or disposal group is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (iv) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale, within one year, with a few exceptions; and (v) the asset or disposal group is being actively marketed for sale at a price that is reasonable, in relation to its current fair value. As of June 30, 2016, assets held for sale of $6.6 million consists of a disposal group comprised of real estate and certain equipment at the Company's Denver, Colorado location, which is part of the Water Transmission segment. The decision to close the Denver facility and sell the property was driven primarily by the need to address the significant imbalance between production capacity and demand in the steel water pipe market. As the fair value less costs to sell of the disposal group exceeds the carrying value, no impairment charge has been recorded in the accompanying financial statements. Assets are no longer depreciated once classified as held for sale. For the three and six months ended June 30, 2016, pre-tax loss generated by the Denver facility was $1.4 million and $2.7 million, respectively. For the three and six months ended June 30, 2015, pre-tax loss of $.2 million and pre-tax income of $0.4 million, respectively, was generated by the Denver facility. |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 4 . Fair Value Measurements 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 authoritative guidance establishes a fair value hierarchy that 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 (in thousands): Descriptio Balance at June 30, 2016 Level 1 Level 2 Level 3 Financial assets Deferred compensation plan $ 6,358 $ 5,025 $ 1,333 $ - Financial liabilities Contingent consideration $ (1,142 ) $ - $ - $ (1,142 ) Derivatives (250 ) - (250 ) - Total liabilities $ (1,392 ) $ - $ (250 ) $ (1,142 ) Descriptio 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 ) The deferred compensation plan assets consist 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 (“NAV”) 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 is associated with the acquisition of Permalok Corporation in December 2013 and represents the probability weighted average contingent payment as a percentage of high, mid, and low revenue projections. 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 obligation will be reflected in cost of sales during the period the change occurs. 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. |
Note 5 - Derivative Instruments
Note 5 - Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 5 . Derivative 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 currency. Instruments that do not qualify for cash flow hedge accounting treatment are remeasured at fair value on each balance sheet date and resulting gains and losses are recognized in income. As of June 30, 2016 and December 31, 2015, all derivative contracts held by the Company were designated as cash flow hedges. As of June 30, 2016 and December 31, 2015, the total notional amount of the derivative contracts designated as cash flow hedges was $6.3 million (CAD$8.2 million) and $6.3 million (CAD$8.7 million), respectively. Derivative assets are included within prepaid expenses and other current assets and derivative liabilities are included within accrued liabilities in the condensed consolidated balance sheets. All of the Company’s foreign currency forward contracts are subject to an enforceable master netting arrangement. The Company presents the assets and liabilities associated with its foreign currency forward contracts at their gross fair values within the condensed consolidated balance sheets. 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 in 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 forward contracts have maturities of 12 months or less as of June 30, 2016. For the three and six months ended June 30, 2016, gains (losses) recognized in net sales from derivative contracts not designated as hedging instruments were $5,000 and ($209,000), respectively. For the three and six months ended June 30, 2015, losses recognized in net sales from derivative contracts not designated as hedging instruments were $26,000 and $44,000, respectively. At June 30, 2016 and June 30, 2015, there was $54,000 and $5,000, respectively, of unrealized pretax loss on outstanding derivatives in accumulated other comprehensive loss. Substantially all of the amount in accumulated other comprehensive loss at June 30, 2016 is expected to be reclassified to net sales within the next 12 months as a result of underlying hedged transactions also being recorded in net sales. See Note 11, “Accumulated Other Comprehensive Loss” for additional quantitative information regarding derivative gains and losses. |
Note 6 - Commitments and Contin
Note 6 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 6. 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 remedial investigation report was finalized in February 2016. The feasibility study (“FS”) was finalized in June 2016 by the EPA, and identified multiple remedial alternatives. The EPA published its Proposed Plan for public comment in June 2016. The Proposed Plan recommends an Alternative Remedy that EPA believes will take 7 years and $745 million to construct. The Proposed Plan does not determine who is responsible for the costs of cleanup or how the cleanup costs will be allocated among the potentially responsible parties. 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. 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 provided a Supplemental Groundwater Sampling Work Plan (“proposed Work Plan”) in December 2015. The DEQ and EPA provided comments to the proposed Work Plan in January 2016 and made additional requests in February 2016. The Company expects to provide a Final Supplemental Groundwater Sampling Work Plan in the third quarter of 2016. 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 oil country tubular goods (“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 assessment and cleanup will not be covered by insurance. However, any costs incurred will be reimbursed by the purchaser of the OCTG business if the purchaser exercises its option to purchase the property under certain circumstances after the Certificate of Completion is obtained. 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. In February 2016, the Company submitted an application to the City of Houston under the municipal ordinance, and is currently in the process of satisfying the requirements of the City and TCEQ to obtain approval of the application. While the final remediation approach has not yet been determined, the Company has completed an initial assessment and currently estimates that the future costs associated with the VCP will be between $0.2 million and $1.6 million. At June 30, 2016, the Company has a $0.2 million accrual for remediation costs based on the low-end estimate of future costs using a probability-weighted analysis of remediation approaches, and estimates that completion of the VCP process will occur between the third quarter of 2017 and the second quarter of 2019. 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. 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 $2.0 million at June 30, 2016. The stand-by letters of credit relate to workers’ compensation insurance. |
Note 7 - Segment Information
Note 7 - Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 7 . Segment Information The Company’s business is the manufacturing of welded steel pipe. Within this business, the Company’s operations are organized into two reportable segments: the Water Transmission Group and the Tubular Products Group. These reportable segments are based on the nature of the products and the manufacturing process. The two segments represent distinct business activities, which management evaluates based on segment gross profit and operating income. Transfers between segments in the periods presented were not material. The Water Transmission Group manufactures large-diameter, high-pressure steel pipeline systems for use in water infrastructure applications, which are primarily related to drinking water systems. These products are also used for hydroelectric power systems, wastewater systems and other applications. In addition, the Water Transmission Group makes products for industrial plant piping systems and certain structural applications. The Tubular Products Group manufactures and markets smaller diameter, electric resistance welded steel pipe used in a wide range of applications, including energy, construction, agriculture and industrial systems. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Net sales: Water transmission $ 39,775 $ 38,445 $ 69,133 $ 94,687 Tubular products 2,286 15,401 6,856 44,024 Total $ 42,061 $ 53,846 $ 75,989 $ 138,711 Gross profit (loss): Water transmission $ (1,272 ) $ 1,255 $ (7,022 ) $ 8,774 Tubular products (890 ) (3,848 ) (577 ) (7,476 ) Total $ (2,162 ) $ (2,593 ) $ (7,599 ) $ 1,298 Operating loss: Water transmission (1) $ (2,648 ) $ (5,815 ) $ (9,904 ) $ (182 ) Tubular products (1,002 ) (4,254 ) (898 ) (8,871 ) Corporate (2,603 ) (3,258 ) (5,487 ) (7,357 ) Total $ (6,253 ) $ (13,327 ) $ (16,289 ) $ (16,410 ) (1) Operating loss for the Water Transmission Group for the three and six months ended June 30, 2015 includes the write-off of Water Transmission goodwill of $5.3 million. |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 8 . Share-based Compensation 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 Option Plan for Nonemployee Directors, under which previously granted options remain outstanding. The Company recognizes compensation cost as service is rendered based on the fair value of the awards. The following table summarizes share-based compensation expense recorded (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cost of sales $ 67 $ 99 $ 39 $ 180 Selling, general and administrative expenses 568 384 774 953 Total $ 635 $ 483 $ 813 $ 1,133 As of June 30, 2016, unrecognized compensation expense related to the unvested portion of the Company’s RSUs and PSAs was $1.9 million, which is expected to be recognized over a weighted average period of 1.3 years. Stock Option Awards A summary of the status of the Company’s stock options as of June 30, 2016 and changes during the six months then ended is presented below: Options Outstanding Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (In thousands) Balance, January 1, 2016 28,000 $ 25.21 Options granted - - Options exercised - - Options cancelled (2,000 ) 28.31 Balance, June 30, 2016 26,000 24.97 3.53 $ - Exercisable, June 30, 2016 26,000 24.97 3.53 $ - Restricted Stock Units and Performance Stock Awards A summary of the status of the Company’s RSUs and PSAs as of June 30, 2016 and changes during the six months then ended is presented below: Number of RSUs and PSAs Weighted Average Grant Date Fair Value Balance, January 1, 2016 127,852 $ 38.87 RSUs and PSAs granted 161,080 9.38 RSUs and PSAs vested (12,212 ) 31.50 RSUs and PSAs canceled (63,126 ) 36.93 Balance, June 30, 2016 213,594 17.62 RSUs and PSAs are measured at the estimated fair value on the date of grant. 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 that vest over a three-year period and have a market-based payout condition. Vesting of the market-based PSAs is dependent upon the performance of the market price of the Company’s stock relative to a peer group of companies. The unvested balance of RSUs and PSAs at June 30, 2016 includes approximately 47,000 PSAs at a target level of performance; 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%. Stock Awards For the six months ended June 30, 2016 and 2015, stock awards of 22,964 and 10,464 shares, respectively, were granted to non-employee directors, which vested immediately upon issuance. The Company recorded compensation expense based on the fair market value per share of the awards on the grant date of $9.58 and $21.02 in 2016 and 2015, respectively. |
Note 9 - Income Taxes
Note 9 - Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. Income Taxes 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 U.S. Federal, state or foreign income tax examinations for years before 2012. The Company had $4.9 million of unrecognized tax benefits at June 30, 2016 and December 31, 2015. 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. Effectively all the unrecognized tax benefits 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. The Company recorded an income tax benefit at an estimated effective tax rate of 2.1% and 4.0% for the three and six months ended June 30, 2016, and an income tax benefit at an estimated effective tax rate of 10.6% and 16.1% for the three and six months ended June 30, 2015. The Company’s effective tax benefit rate in the three and six months ended June 30, 2016 is significantly lower than statutory rates because the Company’s net operating losses from the period are subject to a valuation allowance. |
Note 10 - Loss per Share
Note 10 - Loss per Share | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 10 . Loss per Share Loss per basic and diluted weighted average common share outstanding were calculated as follows for the three and six months ended June 30, 2016 and 2015 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net loss $ (6,242 ) $ (12,079 ) $ (15,825 ) $ (14,180 ) Basic weighted-average common shares outstanding 9,580 9,557 9,576 9,555 Effect of potentially dilutive common shares - - - - Diluted weighted-average common shares outstanding 9,580 9,557 9,576 9,555 Loss per basic and diluted common share $ (0.65 ) $ (1.26 ) $ (1.65 ) $ (1.48 ) Due to the Company’s loss in the three and six month periods ended June 30, 2016 and 2015, the assumed exercise of stock options and the vesting of restricted stock units and performance stock awards using the treasury stock method would have had an antidilutive effect and were therefore excluded from the computation of diluted loss per share. The weighted average number of such antidilutive shares not included in the computation of diluted loss per share was 209,000 and 151,000 for the three and six month periods ended June 30, 2016, and 188,000 and 196,000 for the three and six month periods ended June 30, 2015. |
Note 11 - Accumulated Other Com
Note 11 - Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 1 1 . Accumulated Other Comprehensive Loss The following tables summarize changes in the components of accumulated other comprehensive loss during the six months ended June 30, 2016 and 2015 (in thousands). All amounts are net of tax: Defined Benefit Pension Items Gains (Losses) on Cash Flow Hedges Total Balance, December 31, 2015 $ (1,624 ) $ 86 $ (1,538 ) Other comprehensive income (loss) before reclassifications 63 (86 ) (23 ) Amounts reclassified from accumulated other comprehensive income (loss) 136 (30 ) 106 Net current period other comprehensive income (loss) 199 (116 ) 83 Balance, June 30, 2016 $ (1,425 ) $ (30 ) $ (1,455 ) Defined Benefit Pension Items Gains (Losses) on Cash Flow Hedges Total Balance, December 31, 2014 $ (1,862 ) $ 29 $ (1,833 ) Other comprehensive income before reclassifications 111 48 159 Amounts reclassified from accumulated other comprehensive income (loss) 107 (79 ) 28 Net current period other comprehensive income (loss) 218 (31 ) 187 Balance, June 30, 2015 $ (1,644 ) $ (2 ) $ (1,646 ) The following table provides additional detail about accumulated other comprehensive income (loss) components that were reclassified to the condensed consolidated statement of operations during the six months ended June 30, 2016 and 2015 (in thousands): Six Months Ended June 30, 2016 2015 Details about Accumulated Other Comprehensive Income (Loss) Components Amount reclassified from Accumulated Other Comprehensive Income (Loss) Affected line item in the Condensed Consolidated Statement of Operations Pension liability adjustment Net periodic pension cost $ (142 ) $ (170 ) Cost of sales Associated tax benefit 6 63 Income tax benefit $ (136 ) $ (107 ) Net of tax Deferred gain on cash flow derivatives Gain on cash flow derivatives $ 48 $ 127 Net sales Hedge ineffectiveness (1 ) (1 ) Net sales Associated tax expense (17 ) (47 ) Income tax benefit $ 30 $ 79 Net of tax Total reclassifications for the period $ (106 ) $ (28 ) |
Note 12 - Recent Accounting and
Note 12 - Recent Accounting and Reporting Developments | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 1 2. Recent Accounting and Reporting Developments There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements and footnote disclosures, from those disclosed in the Company’s 2015 Annual Report on Form 10-K, except for the following: 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 March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing”. In May 2016, the FASB issued ASU No. 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) – Rescission of SEC Guidance Because of ASU 2014-09 and 2014-16” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”. These four ASUs do not change the core principle of the guidance in ASU 2014-09, but rather provide further clarification to improve the operability and understandability of the implementation guidance included in ASU 2014-09.The effective date for these ASUs is the same as the effective date of ASU 2014-09. The Company is currently assessing the impact of these ASUs on its consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-07, “Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting” (“ASU 2016-07”). Among other things, the amendments in ASU 2016-07 eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. The Company is currently assessing the impact of this ASU on its consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company is currently assessing the impact of this ASU on its consolidated financial statements. |
Note 13 - Restructuring
Note 13 - Restructuring | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 1 3. Restructuring In April 2015, the Company initiated a production curtailment at its Atchison, Kansas facility within the Tubular Products Group. Severance related restructuring costs associated with the production curtailment of approximately $0.5 million were incurred and paid during the three months ended June 30, 2015, and included in Cost of sales for that period. |
Note 14 - Goodwill
Note 14 - Goodwill | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 14. Goodwill Goodwill represents the excess of the purchase price over the assigned fair values of the assets and liabilities assumed in conjunction with an acquisition, and is reviewed for impairment annually at December 31 or whenever events occur or circumstances change that indicate goodwill may be impaired. Goodwill of $5.3 million related to the Company’s Water Transmission Group was quantitatively evaluated using a weighted average of income and market approaches. 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 was impaired at June 30, 2015, and it was completely written off in the second quarter of 2015. |
Note 15 - Related Party Transac
Note 15 - Related Party Transaction | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 1 5. 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. Less than $5,000 was billed by Raymond James during the three and six month periods ended June 30, 2016. Approximately $12,000 of reimbursable expenses were billed by Raymond James during the three and six month periods ended June 30, 2015. Professional fees payable to Raymond James will be contingent upon completion of a future transaction, which may or may not occur. |
Note 2 - Inventories (Tables)
Note 2 - Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule Of Inventory Current And Non Current [Table Text Block] | June 30, 2016 December 31, 2015 Short-term inventories: Raw materials $ 21,302 $ 21,486 Work-in-process 1,213 1,901 Finished goods 631 3,641 Supplies 2,396 2,447 Total short-term inventories 25,542 29,475 Long-term inventories: Finished goods 789 823 Total inventories $ 26,331 $ 30,298 |
Note 4 - Fair Value Measureme23
Note 4 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Descriptio Balance at June 30, 2016 Level 1 Level 2 Level 3 Financial assets Deferred compensation plan $ 6,358 $ 5,025 $ 1,333 $ - Financial liabilities Contingent consideration $ (1,142 ) $ - $ - $ (1,142 ) Derivatives (250 ) - (250 ) - Total liabilities $ (1,392 ) $ - $ (250 ) $ (1,142 ) Descriptio 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 ) |
Note 7 - Segment Information (T
Note 7 - Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule Of Segment Reporting Information By Segment Statement Of Operations [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 (in thousands) Net sales: Water transmission $ 39,775 $ 38,445 $ 69,133 $ 94,687 Tubular products 2,286 15,401 6,856 44,024 Total $ 42,061 $ 53,846 $ 75,989 $ 138,711 Gross profit (loss): Water transmission $ (1,272 ) $ 1,255 $ (7,022 ) $ 8,774 Tubular products (890 ) (3,848 ) (577 ) (7,476 ) Total $ (2,162 ) $ (2,593 ) $ (7,599 ) $ 1,298 Operating loss: Water transmission (1) $ (2,648 ) $ (5,815 ) $ (9,904 ) $ (182 ) Tubular products (1,002 ) (4,254 ) (898 ) (8,871 ) Corporate (2,603 ) (3,258 ) (5,487 ) (7,357 ) Total $ (6,253 ) $ (13,327 ) $ (16,289 ) $ (16,410 ) |
Note 8 - Share-based Compensa25
Note 8 - Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Cost of sales $ 67 $ 99 $ 39 $ 180 Selling, general and administrative expenses 568 384 774 953 Total $ 635 $ 483 $ 813 $ 1,133 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Outstanding Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (In thousands) Balance, January 1, 2016 28,000 $ 25.21 Options granted - - Options exercised - - Options cancelled (2,000 ) 28.31 Balance, June 30, 2016 26,000 24.97 3.53 $ - Exercisable, June 30, 2016 26,000 24.97 3.53 $ - |
Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block] | Number of RSUs and PSAs Weighted Average Grant Date Fair Value Balance, January 1, 2016 127,852 $ 38.87 RSUs and PSAs granted 161,080 9.38 RSUs and PSAs vested (12,212 ) 31.50 RSUs and PSAs canceled (63,126 ) 36.93 Balance, June 30, 2016 213,594 17.62 |
Note 10 - Loss per Share (Table
Note 10 - Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net loss $ (6,242 ) $ (12,079 ) $ (15,825 ) $ (14,180 ) Basic weighted-average common shares outstanding 9,580 9,557 9,576 9,555 Effect of potentially dilutive common shares - - - - Diluted weighted-average common shares outstanding 9,580 9,557 9,576 9,555 Loss per basic and diluted common share $ (0.65 ) $ (1.26 ) $ (1.65 ) $ (1.48 ) |
Note 11 - Accumulated Other C27
Note 11 - Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
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, 2015 $ (1,624 ) $ 86 $ (1,538 ) Other comprehensive income (loss) before reclassifications 63 (86 ) (23 ) Amounts reclassified from accumulated other comprehensive income (loss) 136 (30 ) 106 Net current period other comprehensive income (loss) 199 (116 ) 83 Balance, June 30, 2016 $ (1,425 ) $ (30 ) $ (1,455 ) Defined Benefit Pension Items Gains (Losses) on Cash Flow Hedges Total Balance, December 31, 2014 $ (1,862 ) $ 29 $ (1,833 ) Other comprehensive income before reclassifications 111 48 159 Amounts reclassified from accumulated other comprehensive income (loss) 107 (79 ) 28 Net current period other comprehensive income (loss) 218 (31 ) 187 Balance, June 30, 2015 $ (1,644 ) $ (2 ) $ (1,646 ) |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | Six Months Ended June 30, 2016 2015 Details about Accumulated Other Comprehensive Income (Loss) Components Amount reclassified from Accumulated Other Comprehensive Income (Loss) Affected line item in the Condensed Consolidated Statement of Operations Pension liability adjustment Net periodic pension cost $ (142 ) $ (170 ) Cost of sales Associated tax benefit 6 63 Income tax benefit $ (136 ) $ (107 ) Net of tax Deferred gain on cash flow derivatives Gain on cash flow derivatives $ 48 $ 127 Net sales Hedge ineffectiveness (1 ) (1 ) Net sales Associated tax expense (17 ) (47 ) Income tax benefit $ 30 $ 79 Net of tax Total reclassifications for the period $ (106 ) $ (28 ) |
Note 2 - Components of Inventor
Note 2 - Components of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Raw materials | $ 21,302 | $ 21,486 |
Work-in-process | 1,213 | 1,901 |
Finished goods | 631 | 3,641 |
Supplies | 2,396 | 2,447 |
Total short-term inventories | 25,542 | 29,475 |
Finished goods | 789 | 823 |
Total inventories | $ 26,331 | $ 30,298 |
Note 3 - Assets Held for Sale (
Note 3 - Assets Held for Sale (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Current | $ 6,607 | $ 6,607 | |||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | $ (1,400) | $ (200) | $ (2,700) | $ 400 |
Note 4 - Assets and Liabilities
Note 4 - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 1 [Member] | ||
Financial assets | ||
Deferred compensation plan | $ 5,025 | $ 5,075 |
Derivative assets | ||
Total assets | 5,075 | |
Financial liabilities | ||
Contingent consideration | ||
Derivative liabilities | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Financial assets | ||
Deferred compensation plan | 1,333 | 1,282 |
Derivative assets | 296 | |
Total assets | 1,578 | |
Financial liabilities | ||
Contingent consideration | ||
Derivative liabilities | (250) | |
Total liabilities | (250) | |
Fair Value, Inputs, Level 3 [Member] | ||
Financial assets | ||
Deferred compensation plan | ||
Derivative assets | ||
Total assets | ||
Financial liabilities | ||
Contingent consideration | (1,142) | (2,974) |
Derivative liabilities | ||
Total liabilities | (1,142) | |
Deferred compensation plan | 6,358 | 6,357 |
Derivative assets | 296 | |
Total assets | 6,653 | |
Contingent consideration | (1,142) | $ (2,974) |
Derivative liabilities | (250) | |
Total liabilities | $ (1,392) |
Note 5 - Derivative Instrumen31
Note 5 - Derivative Instruments and Hedging Activities (Details Textual) CAD in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016CAD | Jun. 30, 2016USD ($) | Dec. 31, 2015CAD | Dec. 31, 2015USD ($) | |
Designated as Hedging Instrument [Member] | ||||||||
Derivative, Notional Amount | CAD 8.2 | $ 6,300,000 | CAD 8.7 | $ 6,300,000 | ||||
Maximum [Member] | ||||||||
Maturity Period For Forward Contracts | 1 year | |||||||
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $ 5,000 | $ 26,000 | $ (209,000) | $ 44,000 | ||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ 5,000 | $ 5,000 | $ 54,000 |
Note 6 - Commitments and Cont32
Note 6 - Commitments and Contingencies (Details Textual) $ in Millions | 1 Months Ended | 6 Months Ended | ||
Jan. 31, 2015USD ($) | Jul. 31, 2014USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2014USD ($) | |
Portland Harbor Natural Resources Trustee Council [Member] | ||||
Loss Contingency, Accrual, Current | $ 0.4 | |||
Loss Contingency Accrual, Payments | $ 0.2 | |||
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 | 1.6 | |||
Voluntary Cleanup Program [Member] | Estimated [Member] | ||||
Accrual for Environmental Loss Contingencies | $ 0.2 | |||
Estimated Time to Complete Selected EPA Remedy | 7 years | |||
Estimated Cost of EPA Selected Remedy | $ 745 | |||
Number Of Potentially Responsible Parties | 100 | |||
Insurance Recoveries | $ 2.6 | |||
Letters of Credit Outstanding, Amount | $ 2 |
Note 7 - Segment Information (D
Note 7 - Segment Information (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | |
Water Transmission Group [Member] | ||||
Goodwill, Impairment Loss | $ 5,300 | $ 5,300 | ||
Goodwill, Impairment Loss | $ 5,282 | $ 5,282 | ||
Number of Reportable Segments | 2 |
Note 7 - Segment Information Re
Note 7 - Segment Information Report of Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Water Transmission Group [Member] | Operating Segments [Member] | |||||
Net sales: | |||||
Net Sales | $ 39,775 | $ 38,445 | $ 69,133 | $ 94,687 | |
Gross profit (loss): | |||||
Gross profit (loss) | (1,272) | 1,255 | (7,022) | 8,774 | |
Operating loss: | |||||
Operating Income (loss) | [1] | (2,648) | (5,815) | (9,904) | (182) |
Tubular Products [Member] | Operating Segments [Member] | |||||
Net sales: | |||||
Net Sales | 2,286 | 15,401 | 6,856 | 44,024 | |
Gross profit (loss): | |||||
Gross profit (loss) | (890) | (3,848) | (577) | (7,476) | |
Operating loss: | |||||
Operating Income (loss) | (1,002) | (4,254) | (898) | (8,871) | |
Corporate Segment [Member] | |||||
Operating loss: | |||||
Operating Income (loss) | (2,603) | (3,258) | (5,487) | (7,357) | |
Net Sales | 42,061 | 53,846 | 75,989 | 138,711 | |
Gross profit (loss) | (2,162) | (2,593) | (7,599) | 1,298 | |
Operating Income (loss) | $ (6,253) | $ (13,327) | $ (16,289) | $ (16,410) | |
[1] | Operating loss for the Water Transmission Group for the three and six months ended June 30, 2015 includes the write-off of Water Transmission goodwill of $5.3 million. |
Note 8 - Share-based Compensa35
Note 8 - Share-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
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 | $ 1.9 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 109 days | |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number At Target Level Of Performance | 47,000 | |
Restricted Stock Units (RSUs) [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 | |
Director [Member] | ||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 22,964 | 10,464 |
Share Based Compensation Arrangement by Stock Based Payment Award Grant Date Fair Value | $ 9.58 | $ 21.02 |
Number Of Active Stock Incentive Plans | 1 | |
Number Of Inactive Stock Option Plans | 1 | |
Minimum Performance Awards Issued Multiplier | 0.00% | |
Maximum Performance Awards Issued Multiplier | 200.00% |
Note 8 - Summary of Share-based
Note 8 - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cost of Sales [Member] | ||||
Allocated share-based compensation expense | $ 67 | $ 99 | $ 39 | $ 180 |
Selling, General and Administrative Expenses [Member] | ||||
Allocated share-based compensation expense | 568 | 384 | 774 | 953 |
Allocated share-based compensation expense | $ 635 | $ 483 | $ 813 | $ 1,133 |
Note 8 - Summary of Status of C
Note 8 - Summary of Status of Company's Stock Options (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Balance (in shares) | 28,000 |
Balance (in dollars per share) | $ / shares | $ 25.21 |
Options granted (in shares) | |
Options exercised (in shares) | |
Options cancelled (in shares) | (2,000) |
Options cancelled (in dollars per share) | $ / shares | $ 28.31 |
Balance (in shares) | 26,000 |
Balance (in dollars per share) | $ / shares | $ 24.97 |
Balance | 3 years 193 days |
Exercisable, June 30, 2016 (in shares) | 26,000 |
Exercisable, June 30, 2016 (in dollars per share) | $ / shares | $ 24.97 |
Exercisable, June 30, 2016 | 3 years 193 days |
Note 8 - Summary of Status of38
Note 8 - Summary of Status of Company's RSUs and PSAs (Details) - Restricted Stock Units and Performance Stock Awards [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Balance, January 1, 2016 (in shares) | shares | 127,852 |
Balance, January 1, 2016 (in dollars per share) | $ / shares | $ 38.87 |
RSUs and PSAs granted (in shares) | shares | 161,080 |
RSUs and PSAs granted (in dollars per share) | $ / shares | $ 9.38 |
RSUs and PSAs vested (in shares) | shares | (12,212) |
RSUs and PSAs vested (in dollars per share) | $ / shares | $ 31.50 |
RSUs and PSAs canceled (in shares) | shares | (63,126) |
RSUs and PSAs canceled (in dollars per share) | $ / shares | $ 36.93 |
Balance, June 30, 2016 (in shares) | shares | 213,594 |
Balance, June 30, 2016 (in dollars per share) | $ / shares | $ 17.62 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Unrecognized Tax Benefits | $ 4.9 | $ 4.9 | $ 4.9 | ||
Effective Income Tax Rate Reconciliation, Percent | 2.10% | 10.60% | 4.00% | 16.10% |
Note 10 - Loss per Share (Detai
Note 10 - Loss per Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 209,000 | 188,000 | 151,000 | 196,000 |
Note 10 - Loss per Basic and Di
Note 10 - Loss per Basic and Diluted Weighted Average Common Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net loss | $ (6,242) | $ (12,079) | $ (15,825) | $ (14,180) |
Basic weighted-average common shares outstanding (in shares) | 9,580 | 9,557 | 9,576 | 9,555 |
Effect of potentially dilutive common shares (in shares) | ||||
Diluted weighted-average common shares outstanding (in shares) | 9,580 | 9,557 | 9,576 | 9,555 |
Loss per basic and diluted common share (in dollars per share) | $ (0.65) | $ (1.26) | $ (1.65) | $ (1.48) |
Note 11 - Components of Accumul
Note 11 - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Defined Benefit Pension Items [Member] | ||||
Balance | $ (1,624) | $ (1,862) | ||
Other comprehensive income (loss) before reclassifications | 63 | 111 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 136 | 107 | ||
Net current period other comprehensive income (loss) | 199 | 218 | ||
Balance | $ (1,425) | $ (1,644) | (1,425) | (1,644) |
Gains (Losses) on Cash Flow Hedges [Member] | ||||
Balance | 86 | 29 | ||
Other comprehensive income (loss) before reclassifications | (86) | 48 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | (30) | (79) | ||
Net current period other comprehensive income (loss) | (116) | (31) | ||
Balance | (30) | (2) | (30) | (2) |
Balance | (1,538) | (1,833) | ||
Other comprehensive income (loss) before reclassifications | (23) | 159 | ||
Amounts reclassified from accumulated other comprehensive income (loss) | 106 | 28 | ||
Net current period other comprehensive income (loss) | 115 | 93 | 83 | 187 |
Balance | $ (1,455) | $ (1,646) | $ (1,455) | $ (1,646) |
Note 11 - Schedule of Reclassif
Note 11 - Schedule of Reclassifications of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
Cost of sales | $ (142) | $ (170) | ||
Tax (expense) benefit | 6 | 63 | ||
Net loss | (136) | (107) | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | ||||
Tax (expense) benefit | (17) | (47) | ||
Net loss | 30 | 79 | ||
Net sales | 48 | 127 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Hedge Ineffectiveness [Member] | ||||
Net sales | (1) | (1) | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Net loss | (106) | (28) | ||
Cost of sales | $ (44,223) | $ (56,439) | (83,588) | (137,413) |
Tax (expense) benefit | 131 | 1,439 | 663 | 2,712 |
Net loss | (6,242) | (12,079) | (15,825) | (14,180) |
Net sales | $ 42,061 | $ 53,846 | $ 75,989 | $ 138,711 |
Note 13 - Restructuring (Detail
Note 13 - Restructuring (Details Textual) $ in Millions | 3 Months Ended |
Jun. 30, 2015USD ($) | |
Restructuring Charges | $ 0.5 |
Note 14 - Goodwill (Details Tex
Note 14 - Goodwill (Details Textual) $ in Millions | Mar. 31, 2015USD ($) |
Water Transmission Group [Member] | |
Goodwill | $ 5.3 |
Note 15 - Related Party Trans46
Note 15 - Related Party Transaction (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Raymond James & Associates [Member] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 5,000 | $ 12,000 | $ 5,000 | $ 12,000 |