Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 19, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | BROADWIND ENERGY, INC. | ||
Entity Central Index Key | 1120370 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $85,457,000 | ||
Entity Common Stock, Shares Outstanding | 14,844,554 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $12,149 | $24,936 |
Short-term investments | 8,024 | 1,143 |
Restricted cash | 83 | 83 |
Accounts receivable, net | 20,012 | 18,735 |
Inventories, net | 34,921 | 37,143 |
Prepaid expenses and other current assets | 1,815 | 2,325 |
Assets held for sale | 738 | 1,970 |
Total current assets | 77,742 | 86,335 |
LONG-TERM ASSETS: | ||
Property and equipment, net | 62,952 | 69,077 |
Intangible assets, net | 5,459 | 5,903 |
Other assets | 464 | 2,379 |
TOTAL ASSETS | 146,617 | 163,694 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt | 268 | 201 |
Current portions of capital lease obligations | 766 | 933 |
Accounts payable | 18,461 | 27,537 |
Accrued liabilities | 9,553 | 8,115 |
Customer deposits | 22,619 | 22,993 |
Liabilities held for sale | 749 | |
Total current liabilities | 51,667 | 60,528 |
LONG-TERM LIABILITIES: | ||
Long-term debt, net of current maturities | 2,650 | 2,755 |
Long-term capital lease obligations, net of current portions | 427 | 1,193 |
Other | 3,493 | 3,888 |
Total long-term liabilities | 6,570 | 7,836 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value; 30,000,000 shares authorized; 14,844,307 and 14,627,990 shares issued as of December 31, 2014 and December 31, 2013, respectively | 15 | 15 |
Treasury stock, at cost, 273,937 shares and 0 shares at December 31,2014 and 2013, respectively | -1,842 | |
Additional paid-in capital | 377,185 | 376,125 |
Accumulated deficit | -286,978 | -280,810 |
Total stockholders' equity | 88,380 | 95,330 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $146,617 | $163,694 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 14,844,307 | 14,627,990 |
Treasury stock, shares | 273,937 | 0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Revenues | $241,268 | $215,710 | $210,707 |
Cost of sales | 222,497 | 198,379 | 202,257 |
Restructuring | 1,281 | 4,986 | 1,614 |
Gross profit | 17,490 | 12,345 | 6,836 |
OPERATING EXPENSES: | |||
Selling, general and administrative | 21,181 | 21,414 | 21,634 |
Intangible amortization | 444 | 1,552 | 1,759 |
Regulatory settlement | 1,566 | 1,500 | |
Restructuring | 233 | 1,089 | 740 |
Total operating expenses | 23,424 | 25,555 | 24,133 |
Operating loss | -5,934 | -13,210 | -17,297 |
OTHER INCOME (EXPENSE), net: | |||
Interest expense, net | -728 | -985 | -1,711 |
Other income, net | 226 | 1,000 | 1,271 |
Gain (loss) on sale of assets and restructuring | 36 | 2,878 | -144 |
Total other (expense) income, net | -466 | 2,893 | -584 |
Net loss from continuing operations before provision for income taxes | -6,400 | -10,317 | -17,881 |
(Benefit) provision for income taxes | -232 | 72 | 26 |
LOSS FROM CONTINUING OPERATIONS | -6,168 | -10,389 | -17,907 |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | -110 | ||
NET LOSS | ($6,168) | ($10,499) | ($17,907) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: | |||
Loss from continuing operations (in dollars per share) | ($0.42) | ($0.72) | ($1.27) |
Loss from discontinued operations (in dollars per share) | ($0.01) | ||
Net loss (in dollars per share) | ($0.42) | ($0.73) | ($1.27) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | 14,715 | 14,457 | 14,058 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2011 | $140 | $370,123 | ($252,404) | $117,859 | |
Balance (in shares) at Dec. 31, 2011 | 13,977,920 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock issued for restricted stock (in shares) | 38,667 | ||||
Stock issued under defined contribution 401(k) retirement savings plan | 523 | 523 | |||
Stock issued under defined contribution 401(k) retirement savings plan (in shares) | 181,205 | ||||
Reclass between APIC and CS due to 10-1 Split | -126 | 126 | |||
Share-based compensation | 2,833 | 2,833 | |||
Net loss | -17,907 | -17,907 | |||
Balance at Dec. 31, 2012 | 14 | 373,605 | -270,311 | 103,308 | |
Balance (in shares) at Dec. 31, 2012 | 14,197,792 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock issued for restricted stock | 1 | 1 | |||
Stock issued for restricted stock (in shares) | 258,284 | ||||
Stock issued under stock option plans | 18 | 18 | |||
Stock issued under stock option plans (in shares) | 5,400 | ||||
Stock issued under defined contribution 401(k) retirement savings plan | 681 | 681 | |||
Stock issued under defined contribution 401(k) retirement savings plan (in shares) | 166,514 | ||||
Share-based compensation | 1,821 | 1,821 | |||
Net loss | -10,499 | -10,499 | |||
Balance at Dec. 31, 2013 | 15 | 376,125 | -280,810 | 95,330 | |
Balance (in shares) at Dec. 31, 2013 | 14,627,990 | 14,627,990 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Stock issued for restricted stock (in shares) | 196,208 | ||||
Stock issued under stock option plans | 0 | 9 | 9 | ||
Stock issued under stock option plans (in shares) | 2,863 | ||||
Stock issued under defined contribution 401(k) retirement savings plan | 0 | 163 | 163 | ||
Stock issued under defined contribution 401(k) retirement savings plan (in shares) | 17,246 | ||||
Stock repurchases under repurchase program | -1,842 | -1,842 | |||
Stock repurchases under repurchase program(shares) | -273,937 | ||||
Share-based compensation | 888 | 888 | |||
Net loss | -6,168 | -6,168 | |||
Balance at Dec. 31, 2014 | $15 | ($1,842) | $377,185 | ($286,978) | $88,380 |
Balance (in shares) at Dec. 31, 2014 | 14,844,307 | -273,937 | 14,844,307 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($6,168) | ($10,499) | ($17,907) |
Loss from discontinued operations | 110 | ||
Loss from continuing operations | -6,168 | -10,389 | -17,907 |
Adjustments to reconcile net cash used in operating activities: | |||
Depreciation and amortization expense | 12,183 | 14,856 | 16,537 |
Impairment charges | 84 | 2,365 | |
Stock-based compensation | 886 | 1,821 | 2,833 |
Allowance for (recovery of) doubtful accounts | 65 | -436 | 15 |
Common stock issued under defined contribution 401(k) plan | 163 | 681 | 523 |
(Gain) loss on disposal of assets | -154 | -3,503 | 548 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -1,266 | 1,808 | 5,257 |
Inventories | 2,222 | -15,155 | 1,367 |
Prepaid expenses and other current assets | 2,228 | 1,411 | 519 |
Accounts payable | -8,578 | 11,671 | -1,165 |
Accrued liabilities | 1,438 | 2,208 | 170 |
Customer deposits | -323 | 18,930 | -13,256 |
Other non-current assets and liabilities | -279 | -14 | 1,677 |
Net cash provided by (used in) operating activities of continued operations | 2,501 | 26,254 | -2,882 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from the sale of logistics business and related note receivable | 250 | 375 | |
Purchases of available for sale securities | -15,088 | -1,983 | |
Sales of available for sale securities | 1,101 | 60 | |
Maturities of available for sale securities | 7,106 | 780 | |
Purchases of property and equipment | -6,504 | -6,950 | -5,738 |
Proceeds from disposals of property and equipment | 1,065 | 13,249 | 113 |
Decrease in restricted cash | 248 | 546 | |
Net cash provided (used in) by investing activities of continued operations | -12,320 | 5,654 | -4,704 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from issuance of stock | 9 | 18 | |
Proceeds used in repurchasing of common stock | -1,842 | ||
Payments on lines of credit and notes payable | -16,051 | -80,376 | -78,785 |
Payments on related party notes payable | -2,791 | ||
Proceeds from lines of credit and notes payable | 15,850 | 75,208 | 77,620 |
Payments for debt issuance costs | -638 | ||
Principal payments on capital leases | -934 | -2,338 | -644 |
Net cash used in financing activities of continued operations | -2,968 | -7,488 | -5,238 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -12,787 | 24,420 | -12,824 |
CASH AND CASH EQUIVALENTS, beginning of the year | 24,936 | 516 | 13,340 |
CASH AND CASH EQUIVALENTS, end of the year | 12,149 | 24,936 | 516 |
Supplemental cash flow information: | |||
Interest paid | 601 | 789 | 1,503 |
Income taxes paid | 62 | 22 | 26 |
Non-cash investing and financing activities: | |||
Issuance of restricted stock grants | 661 | 1,328 | 1,815 |
Equipment addition via capital lease | $1,485 |
DESCRIPTION_OF_BUSINESS_AND_SU
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||
Description of Business | |||||||||||
Broadwind Energy, Inc. (the "Company") provides technologically advanced high-value products and services to energy, mining and infrastructure sector customers, primarily in the U.S. The Company's most significant presence is within the U.S. wind energy industry, although the Company has diversified into other industrial markets in order to improve its capacity utilization and reduce its exposure to uncertainty related to favorable governmental policies currently supporting the U.S. wind energy industry. The Company's product and service portfolio provides its wind energy customers, including wind turbine manufacturers, wind farm developers and wind farm operators, with access to a broad array of component and service offerings. Outside of the wind energy market, the Company provides precision gearing and specialty weldments to a broad range of industrial customers for oil and gas, mining and other industrial applications. The Company has three reportable operating segments: Towers and Weldments, Gearing, and Services. | |||||||||||
Towers and Weldments | |||||||||||
The Company manufactures towers for wind turbines, specifically the large and heavier wind towers that are designed for multiple megawatt ("MW") wind turbines. Production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S. domestic wind energy and equipment manufacturing hubs. The two facilities have a combined annual tower production capacity of up to approximately 500 towers, sufficient to support turbines generating more than 1,000 MW of power. This product segment also encompasses the manufacture of specialty fabrications and specialty weldments for mining and other industrial customers. | |||||||||||
Gearing | |||||||||||
The Company engineers, builds and remanufactures precision gears and gearing systems for oil and gas, wind energy, mining, steel and other industrial applications. The Company uses an integrated manufacturing process, which includes machining and finishing processes in Cicero, Illinois, and heat treatment in Neville Island, Pennsylvania. | |||||||||||
Services | |||||||||||
The Company offers a comprehensive range of services, primarily to wind farm developers and operators. The Company specializes in non-routine maintenance services for both kilowatt and MW wind turbines. The Company also offers comprehensive field services to the wind energy industry. The Company is increasingly focusing its efforts on the identification and/or development of product and service offerings which will improve the reliability and efficiency of wind turbines, and therefore enhance the economic benefits to its customers. The Company provides wind services across the U.S., with primary service locations in South Dakota and Texas. | |||||||||||
Liquidity | |||||||||||
The Company has $20,173 in cash, cash equivalents and short-term investments and $4,111 of debt and capital leases as of December 31, 2014. The Company has a limited history of operations and has incurred operating losses since inception. The Company anticipates that current cash resources and cash to be generated from operations in 2015 will be adequate to meet the Company's liquidity needs for at least the next twelve months. As discussed further in Note 11, "Debt and Credit Agreements" of these consolidated financial statements, the Company is obligated to make principal payments on outstanding debt totaling $268 during 2015. If sales and subsequent collections from several of the Company's large customers, as well as revenues generated from new customer orders, are not materially consistent with management's plans, the Company may encounter cash flow and liquidity issues. Additional funding may not be available when needed or on terms acceptable to the Company, which could affect its overall operations. Any additional equity financing, if available, may be dilutive to stockholders, and additional debt financing, if available, will likely require financial covenants or other restrictions on the Company. There can be no assurances the Company's efforts to generate sufficient cash flow will be successful. | |||||||||||
Summary of Significant Accounting Policies | |||||||||||
Principles of Consolidation and Basis of Presentation | |||||||||||
These consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. All significant intercompany transactions and balances have been eliminated in consolidation. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity ("VIE"). | |||||||||||
When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a VIE, and if the Company is deemed to be the primary beneficiary, in accordance with the accounting standard for the consolidation of VIE's. The accounting standard for the consolidation of VIE's requires the Company to qualitatively assess if the Company was the primary beneficiary of the VIE based on whether the Company had (i) the power to direct those matters that most significantly impacted the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant. Refer to Note 19, "New Markets Tax Credit Transaction" of these consolidated financial statements for a description of two VIE's included in the Company's consolidated financial statements. | |||||||||||
Management's Use of Estimates | |||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include revenue recognition, future tax rates, inventory reserves, warranty reserves, impairment of property and equipment and intangibles, and allowance for doubtful accounts. Although these estimates are based upon management's best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates. | |||||||||||
Cash and Cash Equivalents and Short-Term Investments | |||||||||||
Cash and cash equivalents typically comprise cash balances and readily marketable investments with original maturities of three months or less, such as money market funds, short-term government bonds, Treasury bills, marketable securities and commercial paper. Marketable investments with original maturities between three and twelve months are recorded as short-term investments. The Company's treasury policy is to invest excess cash in money market funds or other investments, which are generally of a short-term duration based upon operating requirements. Income earned on these investments is recorded to interest income in the Company's consolidated statements of operations. As of December 31, 2014 and December 31, 2013, cash and cash equivalents totaled $12,149 and $24,936, respectively, and short-term investments totaled $8,024 and $1,143, respectively. For the years ended December 31, 2014, 2013 and 2012, interest income was $21, $8 and $5, respectively. | |||||||||||
Restricted Cash | |||||||||||
Restricted cash balances relate primarily to provisions contained in certain vendor agreements. The Company anticipates that all restricted cash balances will be used for current purposes. As of December 31, 2014 and 2013, the Company had restricted cash in the amounts of $83 and $83, respectively. | |||||||||||
Revenue Recognition | |||||||||||
The Company recognizes revenue when the earnings process is complete and when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable, collectability is reasonably assured and delivery has occurred per the terms of the contract. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are presumed to be classified as reductions of revenue in our statement of operations. | |||||||||||
In some instances, typically within the Company's Towers and Weldments segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition. The Company recognizes revenue under these arrangements only when the buyer requests the arrangement, a fixed schedule for delivery exists, the ordered goods are segregated from inventory and not available to fill other orders and the goods are complete and ready for shipment. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance. | |||||||||||
Cost of Sales | |||||||||||
Cost of sales represents all direct and indirect costs associated with the production of products for sale to customers. These costs include operation, repair and maintenance of equipment, materials, direct and indirect labor and benefit costs, insurance, equipment rentals, freight in and depreciation. Freight out to customers is at times classified as a selling expense and is then excluded from cost of sales. For each of the years ended December 31, 2014, 2013 and 2012, freight out included in selling, general and administrative expenses was $0. | |||||||||||
Selling, General and Administrative Expenses | |||||||||||
Selling, general and administrative expenses include all corporate and administrative functions such as sales and marketing, legal, human resource management, finance, investor and public relations, information technology and senior management. These functions serve to support the Company's current and future operations and provide an infrastructure to support future growth. Major expense items in this category include management and staff wages and benefits, share-based compensation and professional services. | |||||||||||
Accounts Receivable | |||||||||||
The Company generally grants uncollateralized credit to customers on an individual basis based upon the customer's financial condition and credit history. Credit is typically on net 30-day terms and customer deposits are frequently required at various stages of the production process to minimize credit risk. | |||||||||||
Historically, the Company's accounts receivable ("A/R") are highly concentrated with a select number of customers. During the year ended December 31, 2014, the Company's five largest customers accounted for 87% of its consolidated revenues and 80% of outstanding A/R balances, compared to the year ended December 31, 2013 when the Company's five largest customers accounted for 83% of its consolidated revenues and 63% of its outstanding A/R balances. | |||||||||||
Allowance for Doubtful Accounts | |||||||||||
Based upon past experience and judgment, the Company establishes an allowance for doubtful accounts with respect to A/R. The Company's standard allowance estimation methodology considers a number of factors that, based on its collections experience, the Company believes will have an impact on its credit risk and the realizability of its A/R. These factors include individual customer circumstances, history with the Company and other relevant criteria. A/R balances that remain outstanding after the Company has exhausted reasonable collection efforts are written off through a charge to the valuation allowance and a credit to A/R. | |||||||||||
The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes may impact the realizability of its A/R, as noted above, or modifications to the Company's credit standards, collection practices and other related policies may impact its allowance for doubtful accounts and its financial results. Bad debt expense for the years ended December 31, 2014, 2013 and 2012 was $81, $107 and $136, respectively. | |||||||||||
Inventories | |||||||||||
Inventories are stated at the lower of cost or market. Cost is determined either based on the first-in, first-out ("FIFO") method, or on a standard cost basis that approximates the FIFO method. Market is determined based on net realizable value. Any excess of cost over market value is included in the Company's inventory allowance. Market value of inventory, and management's judgment of the need for reserves, encompasses consideration of other business factors including physical condition, inventory holding period, contract terms and usefulness. | |||||||||||
Inventories consist of raw materials, work-in-process and finished goods. Raw materials consist of components and parts for general production use. Work-in-process consists of labor and overhead, processing costs, purchased subcomponents and materials purchased for specific customer orders. Finished goods consist of components purchased from third parties as well as components manufactured by the Company that will be used to produce final customer products. | |||||||||||
Property and Equipment | |||||||||||
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes, and generally an accelerated method for income tax reporting purposes. Depreciation expense and amortization related to property and equipment for the years ended December 31, 2014, 2013 and 2012 was $12,183, $12,410 and $13,919, respectively. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs that do not improve or extend the useful lives of the respective assets are expensed as incurred. The Company has in the past capitalized interest costs incurred on indebtedness used to construct property and equipment. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset's estimated useful life. There was no interest cost capitalized during the years ended December 31, 2014, 2013 or 2012. Property or equipment sold or disposed of is removed from the respective property accounts, with any corresponding gains and losses recorded to other income or expense in the Company's consolidated statement of operations. | |||||||||||
Property and equipment and other long-lived assets are reviewed for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. If such events or changes in circumstances occur, the Company will recognize an impairment loss if the undiscounted future cash flows expected to be generated by the assets are less than the carrying value of the related asset. The impairment loss would adjust the asset to its fair value. | |||||||||||
In evaluating the recoverability of long-lived assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of such assets. If the Company's fair value estimates or related assumptions change in the future, the Company may be required to record impairment charges related to property and equipment and other long-lived assets. Asset recoverability is first measured by comparing the assets' carrying amounts to their expected future undiscounted net cash flows to determine if the assets are impaired. If such assets are considered to be impaired, the impairment recognized is measured based on the amount by which the carrying amount of the assets exceeds the fair value. To the extent the projections used in its analysis are not achieved, there may be a negative effect on the valuation of these assets. | |||||||||||
Intangible Assets | |||||||||||
The Company reviews intangible assets for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. If such events or changes in circumstances occur an impairment loss is recognized if the undiscounted future cash flows expected to be generated by the assets are less than the carrying value of the related asset. The impairment loss would adjust the asset to its fair value. | |||||||||||
In evaluating the recoverability of definite-lived intangible assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of such assets. If fair value estimates or related assumptions change in the future, the Company may be required to record impairment charges related to intangible assets. Asset recoverability is first measured by comparing the assets' carrying amounts to their expected future undiscounted net cash flows to determine if the assets are impaired. If such assets are considered to be impaired, the impairment recognized is measured based on the amount by which the carrying amount of the assets exceeds the fair value. To the extent the projections used in its analysis are not achieved, there may be a negative effect on the valuation of these assets. | |||||||||||
Warranty Liability | |||||||||||
The Company provides warranty terms that generally range from one to five years for various products and services relating to workmanship and materials supplied by the Company. In certain contracts, the Company has recourse provisions for items that would enable the Company to pursue recovery from third parties for amounts paid to customers under warranty provisions. Warranty liability is recorded in accrued liabilities within the consolidated balance sheet. The Company estimates the warranty accrual based on various factors, including historical warranty costs, current trends, product mix and sales. The changes in the carrying amount of the Company's total product warranty liability for the years ended December 31, 2014, 2013 and 2012 were as follows: | |||||||||||
As of December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance, beginning of year | $ | 457 | $ | 707 | $ | 983 | |||||
Warranty expense | 955 | (183 | 52 | ||||||||
) | |||||||||||
Warranty claims | (214 | ) | (67 | ) | (195 | ) | |||||
Other adjustments | — | — | (133 | ) | |||||||
| | | | | | | | | | | |
Balance, end of year | $ | 1,198 | $ | 457 | $ | 707 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
As of December 31, 2014, the increase in the warranty liabilities was due primarily to a $371 obligation to a specific customer. | |||||||||||
Income Taxes | |||||||||||
The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted. | |||||||||||
In connection with the preparation of its consolidated financial statements, the Company is required to estimate its income tax liability for each of the tax jurisdictions in which the Company operates. This process involves estimating the Company's actual current income tax expense and assessing temporary differences resulting from differing treatment of certain income or expense items for income tax reporting and financial reporting purposes. The Company also recognizes as deferred income tax assets the expected future income tax benefits of net operating loss ("NOL") carryforwards. In evaluating the realizability of deferred income tax assets associated with NOL carryforwards, the Company considers, among other things, expected future taxable income, the expected timing of the reversals of existing temporary reporting differences and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Changes in, among other things, income tax legislation, statutory income tax rates or future taxable income levels could materially impact the Company's valuation of income tax assets and liabilities and could cause its income tax provision to vary significantly among financial reporting periods. | |||||||||||
The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable pronouncement guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in these income tax positions. | |||||||||||
Share-Based Compensation | |||||||||||
The Company grants incentive stock options and restricted stock units to certain officers, directors, and employees. The Company accounts for share-based compensation related to these awards based on the estimated fair value of the equity award and recognizes expense ratably over the vesting term of the award. See Note 16 "Share-Based Compensation" of these consolidated financial statements for further discussion of the Company's share-based compensation plans, the nature of share-based awards issued and the Company's accounting for share-based compensation. | |||||||||||
Net Loss Per Share | |||||||||||
The Company presents both basic and diluted net loss per share. Basic net loss per share is based solely upon the weighted average number of common shares outstanding and excludes any dilutive effects of options, warrants and convertible securities. Diluted net loss per share is based upon the weighted average number of common shares and common-share equivalents outstanding during the year excluding those common-share equivalents where the impact to basic net loss per share would be anti-dilutive. | |||||||||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
EARNINGS PER SHARE | |||||||||||
EARNINGS PER SHARE | 2. EARNINGS PER SHARE | ||||||||||
The following table presents a reconciliation of basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012 as follows: | |||||||||||
For the Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Basic earnings per share calculation: | |||||||||||
Net loss to common stockholders | (6,168 | (10,499 | (17,907 | ||||||||
$ | ) | $ | ) | $ | ) | ||||||
Weighted average common shares outstanding | 14,715 | 14,457 | 14,058 | ||||||||
Basic net loss per share | $ | (0.42 | ) | $ | (0.73 | ) | $ | (1.27 | ) | ||
Diluted earnings per share calculation: | |||||||||||
Net loss to common stockholders | (6,168 | (10,499 | (17,907 | ||||||||
$ | ) | $ | ) | $ | ) | ||||||
Weighted average common shares outstanding | 14,715 | 14,457 | 14,058 | ||||||||
Common stock equivalents: | |||||||||||
Stock options and non-vested stock awards(1) | — | — | — | ||||||||
| | | | | | | | | | | |
Weighted average common shares outstanding | 14,715 | 14,457 | 14,058 | ||||||||
Diluted net loss per share | $ | (0.42 | ) | $ | (0.73 | ) | $ | (1.27 | ) | ||
-1 | Stock options and restricted stock units granted and outstanding of 673,756, 878,113 and 1,048,117 as of December 31, 2014, 2013 and 2012, respectively, are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company's net loss for these respective years. | ||||||||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
DISCONTINUED OPERATIONS | |||||||||||
DISCONTINUED OPERATIONS | 3. DISCONTINUED OPERATIONS | ||||||||||
In December 2010, the Company's Board of Directors (the "Board") approved a plan to divest the Company's wholly-owned subsidiary Badger Transport, Inc. ("Badger"), which formerly comprised the Company's Logistics segment. In March 2011, the Company completed the sale of Badger to BTI Logistics, LLC. As a component of the proceeds from the sale, the Company received a $1,500 secured promissory note payable from the purchaser. During the first quarter of 2013, the Company recorded a $210 discontinued operations charge to adjust the net balance of the Company's note receivable down to the $150 estimated value of the Company's security interest. During the third quarter of 2013, the Company received a payment under the note in excess of the $150 net receivable recorded, and recorded a discontinued operations gain of $100 to reflect the additional amount received. There is a balance of $860 outstanding on the note receivable, all of which is considered past due. As a result of the uncertainty related to any future expected payments from the purchaser, the note was fully reserved for at December 31, 2013. | |||||||||||
Results of operations associated with Badger, which are reflected as discontinued operations in the Company's consolidated statements of income for the twelve months ended December 31, 2014, 2013 and 2012, were as follows: | |||||||||||
For the Years Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Revenues | $ | — | $ | — | $ | — | |||||
Loss before provision (benefit) for income taxes | — | (110 | ) | — | |||||||
Income tax provision (benefit) | — | — | — | ||||||||
| | | | | | | | | | | |
Loss from discontinued operations | $ | — | $ | (110 | ) | $ | — | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2014 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | 4. RECENT ACCOUNTING PRONOUNCEMENTS |
The Company reviews new accounting standards as issued. Although some of the accounting standards issued or effective in the current fiscal year may be applicable to it, the Company believes that none of the new standards have a significant impact on its consolidated financial statements, except as discussed below. The Company is currently evaluating the impact of the new standards on its condensed consolidated financial statements. | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers, which amends the guidance in former ASC Topic 605, Revenue Recognition, and provides a single, comprehensive revenue recognition model for all contracts with customers. This standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The entity will recognize revenue to reflect the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The Company will adopt the provisions of ASU 2014-09 for the fiscal year beginning January 1, 2017, and is currently evaluating the impact on its consolidated financial statements. | |
CASH_AND_CASH_EQUIVALENTS_AND_
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | ||||||||
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 5. CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | |||||||
The components of cash and cash equivalents and short-term investments as of December 31, 2014 and December 31, 2013 are summarized as follows: | ||||||||
As of | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Cash and cash equivalents: | ||||||||
Cash | $ | 8,744 | $ | 12,021 | ||||
Money market funds | 877 | 7,423 | ||||||
Municipal bonds | 2,528 | 5,492 | ||||||
| | | | | | | | |
Total cash and cash equivalents | 12,149 | 24,936 | ||||||
| | | | | | | | |
Short-term investments (available-for-sale): | ||||||||
Municipal bonds | 8,024 | 1,143 | ||||||
| | | | | | | | |
Total cash and cash equivalents and short-term investments | 20,173 | 26,079 | ||||||
| | | | | | | | |
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT
ALLOWANCE FOR DOUBTFUL ACCOUNTS | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | 6. ALLOWANCE FOR DOUBTFUL ACCOUNTS | ||||||||||
The activity in the A/R allowance from operations for the years ended December 31, 2014, 2013 and 2012 consists of the following: | |||||||||||
For the Years Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance at beginning of year | $ | 17 | $ | 453 | $ | 438 | |||||
Bad debt expense | 81 | 107 | 136 | ||||||||
Write-offs | (8 | ) | (543 | ) | (121 | ) | |||||
Other adjustments | (8 | ) | — | — | |||||||
| | | | | | | | | | | |
Balance at end of year | $ | 82 | $ | 17 | $ | 453 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INVENTORIES | ||||||||
INVENTORIES | 7. INVENTORIES | |||||||
The components of inventories from operations as of December 31, 2014 and 2013 are summarized as follows: | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 21,385 | $ | 21,859 | ||||
Work-in-process | 9,565 | 11,212 | ||||||
Finished goods | 6,769 | 6,381 | ||||||
| | | | | | | | |
37,719 | 39,452 | |||||||
Less: Inventory Reserve | (2,798 | ) | (2,309 | ) | ||||
| | | | | | | | |
Net inventories | $ | 34,921 | $ | 37,143 | ||||
| | | | | | | | |
| | | | | | | | |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
PROPERTY AND EQUIPMENT | |||||||||
PROPERTY AND EQUIPMENT | 8. PROPERTY AND EQUIPMENT | ||||||||
The cost basis and estimated lives of property and equipment from continuing operations as of December 31, 2014 and 2013 are as follows: | |||||||||
As of December 31, | |||||||||
2014 | 2013 | Life | |||||||
Land | $ | 2,002 | $ | 1,838 | |||||
Buildings | 21,218 | 21,218 | 39 years | ||||||
Machinery and equipment | 106,436 | 100,714 | 2-10 years | ||||||
Office furniture and equipment | 3,574 | 3,194 | 3-7 years | ||||||
Leasehold improvements | 9,583 | 4,540 | Asset life or life of lease | ||||||
Construction in progress | 1,448 | 8,495 | |||||||
| | | | | | | | | |
144,261 | 139,999 | ||||||||
Less-accumulated depreciation and amortization | (81,309 | ) | (70,922 | ) | |||||
| | | | | | | | | |
$ | 62,952 | $ | 69,077 | ||||||
| | | | | | | | | |
| | | | | | | | | |
During the fourth quarter of 2014, the Company continued to experience triggering events associated with the Gearing and Services segments' current period operating losses combined with their history of continued operating losses. As a result, the Company evaluated the recoverability of certain of its long-lived assets associated with the Gearing and Services segments. Based upon the Company's assessment, the recoverable amount of undiscounted cash flows based upon the Company's most recent projections substantially exceeded the carrying amount of relevant asset groups within the Gearing and Services segments respectively, and no impairment to these assets was indicated as of December 31, 2014. | |||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
INTANGIBLE ASSETS | ||||||||||||||||||||||||||
INTANGIBLE ASSETS | 9. INTANGIBLE ASSETS | |||||||||||||||||||||||||
As of December 31, 2014 and 2013, the cost basis, accumulated amortization and net book value of intangible assets were as follows: | ||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Cost | Accumulated | Net | Weighted | Cost | Accumulated | Net | Weighted | |||||||||||||||||||
Amortization | Book | Average | Amortization | Book | Average | |||||||||||||||||||||
Value | Amortization | Value | Amortization | |||||||||||||||||||||||
Period | Period | |||||||||||||||||||||||||
Intangible assets: | ||||||||||||||||||||||||||
Customer relationships | $ | 3,979 | $ | (3,639 | ) | $ | 340 | 7.2 | $ | 3,979 | $ | (3,595 | ) | $ | 384 | 7.2 | ||||||||||
Trade names | 7,999 | (2,880 | ) | 5,119 | 20 | 7,999 | (2,480 | ) | 5,519 | 20 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets | $ | 11,978 | $ | (6,519 | ) | $ | 5,459 | 15.8 | $ | 11,978 | $ | (6,075 | ) | $ | 5,903 | 15.8 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
During the fourth quarter of 2014, the Company continued to experience a triggering event associated with the Gearing segment's current period operating loss combined with its history of continued operating losses. As a result, the Company evaluated the recoverability of certain of its intangible assets associated with the Gearing segment. Based upon the Company's assessment, the recoverable amount was substantially in excess of the carrying amount, and no impairment to these assets was indicated as of December 31, 2014. | ||||||||||||||||||||||||||
Intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from 10 to 20 years. Amortization expense was $444, $1,552 and $1,759 for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, estimated future amortization expense is as follows: | ||||||||||||||||||||||||||
2015 | $ | 444 | ||||||||||||||||||||||||
2016 | 444 | |||||||||||||||||||||||||
2017 | 444 | |||||||||||||||||||||||||
2018 | 444 | |||||||||||||||||||||||||
2019 | 444 | |||||||||||||||||||||||||
2020 and thereafter | 3,239 | |||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
Total | $ | 5,459 | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCRUED LIABILITIES | ||||||||
ACCRUED LIABILITIES | 10. ACCRUED LIABILITIES | |||||||
Accrued liabilities as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accrued payroll and benefits | $ | 3,316 | $ | 5,144 | ||||
Accrued property taxes | 86 | 143 | ||||||
Income taxes payable | 198 | 493 | ||||||
Accrued professional fees | 126 | 36 | ||||||
Accrued warranty liability | 1,198 | 457 | ||||||
Accrued regulatory settlement | 2,066 | — | ||||||
Accrued environmental reserve | 513 | 500 | ||||||
Accrued self-insurance reserve | 1,411 | 803 | ||||||
Accrued other | 639 | 539 | ||||||
| | | | | | | | |
Total accrued liabilities | $ | 9,553 | $ | 8,115 | ||||
| | | | | | | | |
| | | | | | | | |
DEBT_AND_CREDIT_AGREEMENTS
DEBT AND CREDIT AGREEMENTS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
DEBT AND CREDIT AGREEMENTS | ||||||||
DEBT AND CREDIT AGREEMENTS | 11. DEBT AND CREDIT AGREEMENTS | |||||||
The Company's outstanding debt balances as of December 31, 2014 and 2013 consisted of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Line of credit | — | — | ||||||
Term loans and notes payable | 2,918 | 2,956 | ||||||
Less—Current portion | (268 | ) | (201 | ) | ||||
| | | | | | | | |
Long-term debt, net of current maturities | $ | 2,650 | $ | 2,755 | ||||
| | | | | | | | |
| | | | | | | | |
As of December 31, 2014, future annual principal payments on the Company's outstanding debt obligations were as follows: | ||||||||
2015 | $ | 268 | ||||||
2016 | 50 | |||||||
2017 | — | |||||||
2018 | 2,600 | |||||||
2019 | — | |||||||
2020 and thereafter | — | |||||||
| | | | | ||||
Total | $ | 2,918 | ||||||
| | | | | ||||
| | | | | ||||
Credit Facilities | ||||||||
AloStar Credit Facility | ||||||||
The Credit Facility is a secured three-year-asset based revolving credit facility, pursuant to which AloStar will advance funds when requested against a borrowing base consisting of approximately 85% of the face value of eligible accounts receivable of the Company and approximately 50% of the book value of eligible inventory of the Company. Borrowings under the Credit Facility bear interest at a per annum rate equal to the one month London Interbank Offered Rate plus a margin of 4.25%, with a minimum interest rate of 5.25% per annum. The Company must also pay an unused facility fee to AloStar equal to 0.50% per annum on the unused portion of the Credit Facility along with other standard fees. | ||||||||
The initial term of the August 23, 2012 Loan and Security Agreement establishing the Credit Facility (the "Loan Agreement") ends on August 23, 2015. The Loan Agreement contains customary representations and warranties. It also contains a requirement that the Company, on a consolidated basis, maintain a minimum monthly fixed charge coverage ratio and minimum monthly earnings before interest, taxes, depreciation, amortization, restructuring and share-based payments ("Adjusted EBITDA"), along with other customary restrictive covenants, certain of which are subject to materiality thresholds, baskets and customary exceptions and qualifications. | ||||||||
The obligations under the Loan Agreement are secured by, subject to certain exclusions, (i) a first priority security interest in all of the A/R, inventory, chattel paper, payment intangibles, cash and cash equivalents and other working capital assets and stock or other equity interests in the Subsidiaries, and (ii) a first priority security interest in all of the equipment of the Company's wholly-owned subsidiary Brad Foote Gear Works, Inc. ("Brad Foote"). | ||||||||
The Company intends to negotiate a new facility in anticipation of the scheduled expiration of this Credit Facility on August 23, 2015. As of December 31, 2014, there was no outstanding indebtedness under the Credit Facility. The Company had the ability to borrow up to $14,452 under the Credit Facility as of December 31, 2014, and the per annum interest rate would have been 5.25%. The Company was in compliance with all applicable covenants under the Loan Agreement as of December 31, 2014. | ||||||||
Other | ||||||||
Included in Long Term Debt, Net of Current Maturities is $2,600 associated with the New Markets Tax Credit transaction described further in Note 19, "New Markets Tax Credit Transaction" of these condensed consolidated financial statements. Additionally, the Company has approximately $318 of other term loans outstanding. | ||||||||
LEASES
LEASES | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
LEASES | |||||||||||
LEASES | 12. LEASES | ||||||||||
The Company leases various property and equipment under operating lease arrangements. Lease terms generally range from 3 to 15 years with renewal options for extended terms. Certain leases contain rent escalation clauses that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Any lease concessions received by the Company are deferred and recognized as an adjustment to rent expense ratably over the minimum lease term. The Company is required to make additional payments under certain property leases for taxes, insurance and other operating expenses incurred during the operating lease period. Rental expense for the years ended December 31, 2014, 2013 and 2012 was $3,333, $3,278 and $3,824, respectively. | |||||||||||
In addition, the Company has entered into capital lease arrangements to finance property and equipment and assumed capital lease obligations in connection with certain acquisitions. During 2013, many of the Company's capital leases expired, resulting in a reduced number of assets subject to capital leases. The cost basis and accumulated depreciation of assets recorded under capital leases, which are included in property and equipment, are as follows as of December 31, 2014 and 2013: | |||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Cost | $ | 2,892 | $ | 2,892 | |||||||
Accumulated depreciation | (1,081 | ) | (571 | ) | |||||||
| | | | | | | | ||||
Net book value | $ | 1,811 | $ | 2,321 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Depreciation expense recorded in connection with assets recorded under capital leases was $362, $801 and $687 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||
As of December 31, 2014, future minimum lease payments under capital leases and operating leases are as follows: | |||||||||||
Capital | Operating | Total | |||||||||
Leases | Leases | ||||||||||
2015 | $ | 806 | $ | 3,252 | $ | 4,058 | |||||
2016 | 435 | 3,237 | 3,672 | ||||||||
2017 | — | 3,129 | 3,129 | ||||||||
2018 | — | 2,991 | 2,991 | ||||||||
2019 | — | 2,741 | 2,741 | ||||||||
2020 and thereafter | — | 15,168 | 15,168 | ||||||||
| | | | | | | | | | | |
Total | 1,241 | $ | 30,518 | $ | 31,759 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Less—portion representing interest at a weighted average annual rate of 5.0% | (48 | ) | |||||||||
| | | | | | | | | | | |
Principal | 1,193 | ||||||||||
Less—current portion | (766 | ) | |||||||||
| | | | | | | | | | | |
Capital lease obligations, noncurrent portion | $ | 427 | |||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES |
Legal Proceedings | |
From time to time, the Company is subject to legal proceedings or claims arising from its normal course of operations. The Company accrues for costs related to loss contingencies when such costs are probable and reasonably estimable. Except as otherwise noted, as of December 31, 2014, the Company is not aware of any material pending legal proceedings or threatened litigation that would have a material adverse effect on the Company's financial condition or results of operations, although no assurance can be given with respect to the ultimate outcome of pending actions. Refer to Note 22, "Legal Proceedings" of these consolidated financial statements for further discussion of legal proceedings. | |
Environmental Compliance and Remediation Liabilities | |
The Company's operations and products are subject to a variety of environmental laws and regulations in the jurisdictions in which the Company operates and sells products governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous materials, soil and groundwater contamination, employee health and safety, and product content, performance and packaging. Also, certain environmental laws can impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites. Refer to Note 22, "Legal Proceedings" of these consolidated financial statements for further discussion of environmental compliance and remediation liabilities. | |
In connection with the Company's restructuring initiatives, during the third quarter of 2012, the Company identified a liability associated with the planned sale of one of our gearing facilities located in Cicero, Illinois (the "Cicero Avenue Facility"). The liability is associated with environmental remediation costs that were identified while preparing the site for sale. During 2013, the Company applied for and was accepted into the Illinois Environmental Protection Agency ("IEPA") voluntary site remediation program. In the first quarter of 2014, the Company completed a comprehensive review of remedial options for the Cicero Avenue Facility and selected a preferred remediation technology. As part of the voluntary site remediation program, the Company has submitted a plan to the IEPA for approval to conduct a pilot study to test the effectiveness of the selected remediation technology. On July 23, 2014, the Company received comments from the IEPA on the proposed site remediation plan. The Company has provided additional information to the IEPA in response to those questions, but no change to the remediation plan or the financial reserve is needed at this time. The Company will continue to reevaluate its reserve balance associated with this matter as it gathers additional information. As of December 31, 2014, the accrual balance associated with this matter totaled $513. | |
Collateral | |
In select instances, the Company has pledged specific inventory and machinery and equipment assets to serve as collateral on related payable or financing obligations. | |
Warranty Liability | |
The Company provides warranty terms that generally range from one to five years for various products and services relating to workmanship and materials supplied by the Company. In certain contracts, the Company has recourse provisions for items that would enable the Company to pursue recovery from third parties for amounts paid to customers under warranty provisions. | |
Liquidated Damages | |
In certain customer contracts, the Company has agreed to pay liquidated damages in the event of qualifying delivery or production delays. These damages are typically limited to a specific percentage of the value of the product in question and dependent on actual losses sustained by the customer. When the damages are determined to be probable and estimable, the damages are recorded as a reduction to revenue. During 2014, the Company incurred $1,200 of liquidated damages. There was no reserve for liquidated damages as of December 31, 2014. | |
Workers' Compensation Reserves | |
At the beginning of the third quarter of 2013, the Company began to self-insure for its workers' compensation liabilities, including reserves for self-retained losses. Historical loss experience combined with actuarial evaluation methods and the application of risk transfer programs are used to determine required workers' compensation reserves. The Company takes into account claims incurred but not reported when determining its workers' compensation reserves. Although the ultimate outcome of these matters may exceed the amounts recorded and additional losses may be incurred, the Company does not believe that any additional potential exposure for such liabilities will have a material adverse effect on the Company's consolidated financial position or results of operations. As of December 31, 2014, the Company had $1,411 accrued for self-insured workers' compensation. | |
Other | |
As of December 31, 2014, approximately 15% of the Company's employees were covered by two collective bargaining agreements with local unions at the Company's Cicero, Illinois and Neville Island, Pennsylvania locations. The current collective bargaining agreement with the Cicero union is expected to remain in effect through February 2018. The current collective bargaining agreement with the Neville Island union is expected to remain in effect through October 2017. | |
See Note 19, "New Markets Tax Credit Transaction" of these consolidated financial statements related to a strategic financing transaction (the "NMTC Transaction") relating to the Company's drivetrain service center in Abilene, Texas (the "Abilene Gearbox Facility"), which is focused on servicing the growing installed base of MW wind turbines as they come off warranty and, to a limited extent, industrial gearboxes requiring precision repair and testing. Pursuant to the NMTC Transaction, the gross loan and investment in the Abilene Gearbox Facility of $10,000 is expected to generate $3,900 in tax credits over a period of seven years, which the NMTC Transaction makes available to Capital One, National Association ("Capital One"). The Abilene Gearbox Facility must operate and be in compliance with the terms and conditions of the NMTC Transaction during the seven year compliance period, or the Company may be liable for the recapture of $3,900 in tax credits to which Capital One is otherwise entitled. The Company does not anticipate any credit recaptures will be required in connection with the NMTC Transaction. | |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
FAIR VALUE MEASUREMENTS | 14. FAIR VALUE MEASUREMENTS | |||||||||||||
The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, the Company is required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. Financial instruments are assessed quarterly to determine the appropriate classification within the fair value hierarchy. Transfers between fair value classifications are made based upon the nature and type of the observable inputs. The fair value hierarchy is defined as follows: | ||||||||||||||
Level 1—Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. | ||||||||||||||
Level 2—Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. For the Company's municipal bonds and money market funds, although quoted prices are available and used to value said assets, they are traded less frequently. | ||||||||||||||
Level 3—Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate of what market participants would use in valuing the asset or liability at the measurement date. The Company used market negotiations to value its Gearing assets. The Company used real estate appraisals to value its Clintonville, Wisconsin facility (the "Clintonville Facility"). | ||||||||||||||
The following table represents the Company's assets measured at fair values as of December 31, 2014 and 2013: | ||||||||||||||
December 31, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Assets measured on a recurring basis: | ||||||||||||||
Municipal bonds and money market funds | $ | — | $ | 11,429 | $ | — | $ | 11,429 | ||||||
Assets measured on a nonrecurring basis: | ||||||||||||||
Clintonville, WI facility | — | — | 738 | 738 | ||||||||||
Gearing Cicero Ave. facility | — | — | 560 | 560 | ||||||||||
| | | | | | | | | | | | | | |
Total assets at fair value | $ | — | $ | 11,429 | $ | 1,298 | $ | 12,727 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
December 31, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Assets measured on a recurring basis: | ||||||||||||||
Municipal bonds and money market funds | $ | — | $ | 14,058 | $ | — | $ | 14,058 | ||||||
Assets measured on a nonrecurring basis: | ||||||||||||||
Gearing equipment | — | — | 1,149 | 1,149 | ||||||||||
Clintonville, WI facility | — | — | 821 | 821 | ||||||||||
Gearing Cicero Ave. facility | — | — | 560 | 560 | ||||||||||
| | | | | | | | | | | | | | |
Total assets at fair value | $ | — | $ | 14,058 | $ | 2,530 | $ | 16,588 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Fair value of financial instruments | ||||||||||||||
The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, restricted cash, short-term investments, A/R, A/P and customer deposits, approximate their respective fair values due to the relatively short-term nature of these instruments. Based upon interest rates currently available to the Company for debt with similar terms, the carrying value of the Company's long-term debt is approximately equal to its fair value. | ||||||||||||||
Assets measured at fair value on a nonrecurring basis | ||||||||||||||
The fair value measurement approach for long-lived assets utilizes a number of significant unobservable inputs or Level 3 assumptions. These assumptions include, among others, projections of the Company's future operating results, the implied fair value of these assets using an income approach by preparing a discounted cash flow analysis and a market-based approach based on the Company's market capitalization, and other subjective assumptions. To the extent projections used in the Company's evaluations are not achieved, there may be a negative effect on the valuation of these assets. | ||||||||||||||
Due to the Company's operating losses in 2014 combined with its history of continued operating losses, the Company continues to evaluate the recoverability of certain of its identifiable intangible assets and certain property and equipment assets. Based upon the Company's December 31, 2014 assessment, the recoverable amount of undiscounted cash flows based upon the Company's most recent projections substantially exceeded the carrying amount for the Gearing and Services segments, respectively, and no impairment to these assets was indicated. | ||||||||||||||
During the first half of 2013, the Company took a $288 charge to adjust the carrying value of the Clintonville Facility assets to fair value, and reclassified the resulting carrying value from property and equipment to Assets Held for Sale. This treatment was due to the decision to list the Clintonville Facility for sale as a result of management's determination that the Clintonville Facility was no longer required in the Company's operations. The Company also took a $345 charge to adjust the carrying value of certain Gearing equipment to fair value, and reclassified the resulting carrying value to Assets Held for Sale as a result of a decision to sell this equipment. Additionally, during the fourth quarter of 2013, the Company recorded a $1,732 charge to adjust the carrying value of the Cicero Avenue Facility's land and building down to fair value. This treatment was in response to the Cicero Avenue Facility being taken substantially offline in conjunction with the Company's plant consolidation initiative. As the Cicero Avenue Facility is not immediately available for sale, it has not been classified as Assets Held for Sale. The three aforementioned impairment charges were recorded as Restructuring expenses within the Statement of Operations. The Clintonville Facility remains as Assets Held For Sale as of December 31, 2014 and due to depressed commercial real estate values, the Company has recorded an additional impairment of $83 in 2014 to value the property at its fair value. | ||||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INCOME TAXES | |||||||||||
INCOME TAXES | 15. INCOME TAXES | ||||||||||
The provision for income taxes for the years ended December 31, 2014, 2013 and 2012 consists of the following: | |||||||||||
For the Years Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current provision | |||||||||||
Federal | $ | — | $ | — | $ | — | |||||
Foreign | — | — | — | ||||||||
State | (232 | ) | 72 | 26 | |||||||
| | | | | | | | | | | |
Total current (benefit) provision | (232 | ) | 72 | 26 | |||||||
| | | | | | | | | | | |
Deferred credit | |||||||||||
Federal | (278 | ) | (2,844 | ) | (5,882 | ) | |||||
State | 1,300 | (585 | ) | (386 | ) | ||||||
| | | | | | | | | | | |
Total deferred credit | 1,022 | (3,429 | ) | (6,268 | ) | ||||||
| | | | | | | | | | | |
Increase in deferred tax valuation allowance | (1,022 | ) | 3,429 | 6,268 | |||||||
| | | | | | | | | | | |
Total provision (benefit) for income taxes | $ | (232 | ) | $ | 72 | $ | 26 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The (decrease) increase in the deferred tax valuation allowance was ($1,022), $3,429 and $6,268 for the years ended December 31, 2014, 2013 and 2012, respectively. The changes in the deferred tax valuation allowances in 2014, 2013 and 2012 were primarily the result of (decreases) increases to the deferred tax assets pertaining to federal and state NOLs. | |||||||||||
The tax effects of the temporary differences and NOLs that give rise to significant portions of deferred tax assets and liabilities are as follows: | |||||||||||
As of December 31, | |||||||||||
2014 | 2013 | ||||||||||
Current deferred income tax assets: | |||||||||||
Accrual and reserves | $ | 5,607 | $ | 5,231 | |||||||
| | | | | | | | ||||
Total current deferred tax assets | 5,607 | 5,231 | |||||||||
Valuation allowance | (5,607 | ) | (5,231 | ) | |||||||
| | | | | | | | ||||
Current deferred tax assets, net of valuation allowance | — | — | |||||||||
Noncurrent deferred income tax assets: | |||||||||||
Net operating loss carryforwards | $ | 68,685 | $ | 66,905 | |||||||
Intangible assets | 26,315 | 30,445 | |||||||||
Other | 87 | 182 | |||||||||
| | | | | | | | ||||
Total noncurrent deferred tax assets | 95,087 | 97,532 | |||||||||
Valuation allowance | (94,161 | ) | (95,559 | ) | |||||||
| | | | | | | | ||||
Noncurrent deferred tax assets, net of valuation allowance | 926 | 1,973 | |||||||||
Noncurrent deferred income tax liabilities: | |||||||||||
Fixed assets | $ | (926 | ) | $ | (1,973 | ) | |||||
Intangible assets | — | — | |||||||||
| | | | | | | | ||||
Total noncurrent deferred tax liabilities | (926 | ) | (1,973 | ) | |||||||
| | | | | | | | ||||
Net deferred income tax liability | $ | — | $ | — | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Valuation allowances of $99,768 and $100,790 have been provided for deferred income tax assets for which realization is uncertain as of December 31, 2014 and 2013, respectively. A reconciliation of the beginning and ending amounts of the valuation is as follows: | |||||||||||
Valuation allowance as of December 31, 2013 | $ | (100,790 | ) | ||||||||
Gross increase for current year activity | 1,022 | ||||||||||
| | | | | |||||||
Valuation allowance as of December 31, 2014 | $ | (99,768 | ) | ||||||||
| | | | | |||||||
| | | | | |||||||
As of December 31, 2014, the Company had federal NOL carryforwards of approximately $173,823 expiring in various years through 2034. The majority of the NOL carryforwards will expire in various years from 2028 through 2034. | |||||||||||
As of December 31, 2014, the Company had unapportioned state NOLs in the aggregate of approximately $173,823, expiring in various years from 2021 through 2034, based upon various NOL carryforward periods as designated by the different taxing jurisdictions. | |||||||||||
The reconciliation between the statutory U.S. federal income tax rate and the Company's effective income tax rate is as follows: | |||||||||||
For the Year Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Statutory U.S. federal income tax rate | 34 | % | 34 | % | 34 | % | |||||
State and local income taxes, net of federal income tax benefit | 1.5 | 3.4 | 1.3 | ||||||||
Permanent differences | (9.8 | ) | (6.0 | ) | (1.3 | ) | |||||
Change in valuation allowance | (24.5 | ) | (31.9 | ) | (34.1 | ) | |||||
Change in uncertain tax positions | 2.7 | (0.3 | ) | (0.1 | ) | ||||||
Other | (0.3 | ) | 0.1 | 0.1 | |||||||
| | | | | | | | | | | |
Effective income tax rate | 3.6 | % | (0.7 | )% | (0.1 | )% | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Company accounts for the uncertainty in income taxes by prescribing a minimum recognition threshold for a tax position taken, or expected to be taken, in a tax return that is required to be met before being recognized in the financial statements. The changes in the Company's uncertain income tax positions for the years ended December 31, 2014 and 2013 consisted of the following: | |||||||||||
For the Year | |||||||||||
Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Beginning balance | $ | 286 | $ | 286 | |||||||
Tax positions related to current year: | |||||||||||
Additions | — | — | |||||||||
Reductions | — | — | |||||||||
| | | | | | | | ||||
— | — | ||||||||||
Tax positions related to prior years: | |||||||||||
Additions | — | — | |||||||||
Reductions | — | — | |||||||||
Settlements | (192 | ) | — | ||||||||
Lapses in statutes of limitations | (13 | ) | — | ||||||||
Additions from current year acquisitions | — | — | |||||||||
| | | | | | | | ||||
(205 | ) | — | |||||||||
| | | | | | | | ||||
Ending balance | $ | 81 | $ | 286 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The amount of unrecognized tax benefits at December 31, 2014 that would affect the effective tax rate if the tax benefits were recognized was $131. | |||||||||||
It is the Company's policy to include interest and penalties in tax expense. During the years ended December 31, 2014 and 2013, the Company recognized and accrued approximately $16 and $41, respectively, of interest and penalties. | |||||||||||
The Company files income tax returns in the U.S. federal and state jurisdictions. As of December 31, 2014, open tax years in the federal and some state jurisdictions date back to 1996 due to the taxing authorities' ability to adjust NOL carryforwards. The Company's 2008 and 2009 federal tax returns were examined in 2011 and no material adjustments were identified related to any of the Company's tax positions. Although these periods have been audited, they continue to remain open until all NOLs generated in those tax years have either been utilized or expire. | |||||||||||
Section 382 of the Internal Revenue Code of 1986, as amended (the "IRC"), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. The Company's ability to utilize NOL carryforwards and built-in losses may be limited, under this section or otherwise, by the Company's issuance of common stock or by other changes in stock ownership. Upon completion of the Company's analysis of IRC Section 382, the Company has determined that aggregate changes in stock ownership have triggered an annual limitation on NOL and built-in losses available for utilization. To the extent the Company's use of NOL carryforwards and associated built-in losses is significantly limited in the future due to additional changes in stock ownership, the Company's income could be subject to U.S. corporate income tax earlier than it would if the Company were able to use NOL carryforwards and built-in losses without such annual limitation, which could result in lower profits and the loss of benefits from these attributes. | |||||||||||
The Company announced on February 13, 2013, that its Board had adopted a Stockholder Rights Plan (the "Rights Plan") for a three year period designed to preserve the Company's substantial tax assets associated with NOL carryforwards under IRC Section 382. The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, being or becoming the beneficial owner of 4.9% or more of the Company's common stock and thereby triggering a further limitation of the Company's available NOL carryforwards. In connection with the adoption of the Rights Plan, the Board declared a non-taxable dividend of one preferred share purchase right (a "Right") for each outstanding share of the Company's common stock to the Company's stockholders of record as of the close of business on February 22, 2013. Each Right entitles its holder to purchase from the Company one-thousandth of a share of the Company's Series A Junior Participating Preferred Stock at an exercise price of $14.00 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9% or more of the Company's common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9% or more of the outstanding shares of the Company's common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares. The Rights Plan was subsequently approved by the Company's stockholders at the Company's 2013 Annual Meeting of Stockholders. | |||||||||||
As of December 31, 2014, the Company had $199 of unrecognized tax benefits, all of which would have a favorable impact on income tax expense. It is reasonably possible that unrecognized tax benefits will decrease by up to approximately $63 as a result of the expiration of the applicable statutes of limitations within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. The Company had accrued interest and penalties of $118 as of December 31, 2014. As of December 31, 2013, the Company had unrecognized tax benefits of $495, of which $209 represented accrued interest and penalties. | |||||||||||
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
SHARE-BASED COMPENSATION | ||||||||||||||||
SHARE-BASED COMPENSATION | 16. SHARE-BASED COMPENSATION | |||||||||||||||
Overview of Share-Based Compensation Plan | ||||||||||||||||
2007 Equity Incentive Plan | ||||||||||||||||
The Company has granted incentive stock options and other equity awards pursuant to the Amended and Restated Broadwind Energy, Inc. 2007 Equity Incentive Plan (the "2007 EIP"), which was approved by the Board in October 2007 and by the Company's stockholders in June 2008. The 2007 EIP has been amended periodically since its original approval. | ||||||||||||||||
The 2007 EIP reserved 691,051 shares of the Company's common stock for grants to officers, directors, employees, consultants and advisors upon whose efforts the success of the Company and its affiliates depends to a large degree. As of December 31, 2014, the Company had reserved 57,783 shares for issuance upon the exercise of stock options outstanding and 14,822 shares for issuance upon the vesting of restricted stock unit ("RSU") awards outstanding. As of December 31, 2014, 244,334 shares of common stock reserved for stock options and RSU awards under the 2007 EIP have been issued in the form of common stock. | ||||||||||||||||
2012 Equity Incentive Plan | ||||||||||||||||
On March 8, 2012, the Board approved the Broadwind Energy, Inc. 2012 Equity Incentive Plan (the "2012 EIP;" together with the 2007 EIP, the "Equity Incentive Plans"), and at the Company's Annual Meeting of Stockholders on May 4, 2012, the Company's stockholders approved the adoption of the 2012 EIP. The purposes of the 2012 EIP are (i) to align the interests of the Company's stockholders and recipients of awards under the 2012 EIP by increasing the proprietary interest of such recipients in the Company's growth and success; (ii) to advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors and independent contractors; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the 2012 EIP, the Company may grant (i) non-qualified stock options; (ii) "incentive stock options" (within the meaning of IRC Section 422); (iii) stock appreciation rights; (iv) restricted stock and RSUs; and (v) performance awards. | ||||||||||||||||
The 2012 EIP reserves 1,200,000 shares of the Company's common stock for grants to officers, directors, employees, consultants and advisors upon whose efforts the success of the Company and its affiliates will depend to a large degree. As of December 31, 2014, the Company had reserved 100,935 shares for issuance upon the exercise of stock options outstanding and 500,216 shares for issuance upon the vesting of RSU awards outstanding. As of December 31, 2014, 309,079 shares of common stock reserved for stock options and RSU awards under the 2012 EIP have been issued in the form of common stock. | ||||||||||||||||
Stock Options. The exercise price of stock options granted under the Equity Incentive Plans is equal to the closing price of the Company's common stock on the date of grant. Stock options generally become exercisable on the anniversary of the grant date, with vesting terms that may range from one to five years from the date of grant. Additionally, stock options expire ten years after the date of grant. The fair value of stock options granted is expensed ratably over their vesting term. | ||||||||||||||||
Restricted Stock Units (RSUs). The granting of RSUs is provided for under the Equity Incentive Plans. RSUs generally vest on the anniversary of the grant date, with vesting terms that may range from one to five years from the date of grant. The fair value of each RSU granted is equal to the closing price of the Company's common stock on the date of grant and is generally expensed ratably over the vesting term of the RSU award. | ||||||||||||||||
Stock option activity during the years ended December 31, 2014, 2013 and 2012 under the Equity Incentive Plans was as follows: | ||||||||||||||||
Options | Weighted Average | Weighted Average | Aggregate Intrinsic | |||||||||||||
Exercise Price | Remaining | Value | ||||||||||||||
Contractual Term | (in thousands) | |||||||||||||||
Outstanding as of December 31, 2011 | 127,505 | $ | 60.1 | |||||||||||||
| | | | | | | | | | | | | | |||
Granted | 164,997 | 3.39 | ||||||||||||||
Exercised | — | — | ||||||||||||||
Forfeited | (6,047 | ) | 89.61 | |||||||||||||
Cancelled | — | — | ||||||||||||||
| | | | | | | | | | | | | | |||
Outstanding as of December 31, 2012 | 286,455 | $ | 26.8 | |||||||||||||
| | | | | | | | | | | | | | |||
Granted | — | — | ||||||||||||||
Exercised | (5,400 | ) | ||||||||||||||
Forfeited | (59,241 | ) | 12.81 | |||||||||||||
Cancelled | (14,039 | ) | 103.43 | |||||||||||||
| | | | | | | | | | | | | | |||
Outstanding as of December 31, 2013 | 207,775 | $ | 26.22 | |||||||||||||
| | | | | | | | | | | | | | |||
Granted | — | — | ||||||||||||||
Exercised | (2,863 | ) | 3.39 | |||||||||||||
Forfeited | (9,624 | ) | 5.12 | |||||||||||||
Cancelled | (36,570 | ) | 75.12 | |||||||||||||
| | | | | | | | | | | | | | |||
Outstanding as of December 31, 2014 | 158,718 | $ | 16.64 | 6.62 | $ | 201 | ||||||||||
| | | | | | | | | | | | | | |||
Exercisable as of December 31, 2014 | 104,083 | $ | 23.19 | 6.28 | $ | 101 | ||||||||||
| | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | |||
The following table summarizes information with respect to all outstanding and exercisable stock options under the Equity Incentive Plans as of December 31, 2014: | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Exercise Price or Range | Number of options | Weighted Average | Weighted Average | Number | Weighted Average | |||||||||||
outstanding | Exercise Price | Remaining | Exercisable | Exercise Price | ||||||||||||
Contractual Term | ||||||||||||||||
$3.40 - $13.50 | 115,845 | $ | 4.69 | 7.2 years | 61,648 | $ | 5.23 | |||||||||
$14.20 - $54.40 | 29,073 | 24.26 | 5.8 years | 28,635 | 24.40 | |||||||||||
$80.00 - $128.50 | 13,800 | 100.92 | 3.5 years | 13,800 | 100.92 | |||||||||||
| | | | | | | | | | | | | | | | |
158,718 | $ | 16.64 | 6.6 years | 104,083 | $ | 23.19 | ||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
The following table summarizes information with respect to outstanding RSU's as of December 31, 2014, 2013 and 2012: | ||||||||||||||||
Number of Shares | Weighted Average | |||||||||||||||
Grant-Date Fair Value | ||||||||||||||||
Per Share | ||||||||||||||||
Outstanding as of December 31, 2011 | 364,600 | $ | 13.16 | |||||||||||||
| | | | | | | | |||||||||
Granted | 515,070 | $ | 3.08 | |||||||||||||
Vested | (50,549 | ) | $ | 21.72 | ||||||||||||
Forfeited | (67,459 | ) | $ | 10.48 | ||||||||||||
| | | | | | | | |||||||||
Outstanding as of December 31, 2012 | 761,662 | $ | 6.01 | |||||||||||||
| | | | | | | | |||||||||
| | | | | | | | |||||||||
Granted | 463,218 | $ | 3.68 | |||||||||||||
Vested | (326,643 | ) | $ | 6.6 | ||||||||||||
Forfeited | (227,899 | ) | $ | 4.72 | ||||||||||||
| | | | | | | | |||||||||
Outstanding as of December 31, 2013 | 670,338 | $ | 4.47 | |||||||||||||
| | | | | | | | |||||||||
| | | | | | | | |||||||||
Granted | 198,541 | $ | 9.15 | |||||||||||||
Vested | (279,415 | ) | $ | 5.1 | ||||||||||||
Forfeited | (74,426 | ) | $ | 5.51 | ||||||||||||
| | | | | | | | |||||||||
Outstanding as of December 31, 2014 | 515,038 | $ | 5.78 | |||||||||||||
| | | | | | | | |||||||||
| | | | | | | | |||||||||
The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of each stock option is affected by the Company's stock price on the date of grant, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company's expected stock price volatility over the expected life of the awards and actual and projected stock option exercise behavior. There were no stock options granted during the twelve months ended December 31, 2014. | ||||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company utilized a forfeiture rate of 25% for estimating the forfeitures of stock compensation granted. | ||||||||||||||||
The following table summarizes share-based compensation expense, net of taxes withheld, included in the Company's consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012 as follows: | ||||||||||||||||
For the Years Ended | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Share-based compensation expense : | ||||||||||||||||
Cost of sales | $ | 159 | $ | 228 | $ | — | ||||||||||
Selling, general and administrative | 728 | 1,593 | 2,833 | |||||||||||||
Income tax benefit(1) | — | — | — | |||||||||||||
| | | | | | | | | | | ||||||
Net effect of share-based compensation expense on net loss | $ | 887 | $ | 1,821 | $ | 2,833 | ||||||||||
| | | | | | | | | | | ||||||
| | | | | | | | | | | ||||||
Reduction in earnings per share: | ||||||||||||||||
Basic and diluted earnings per share(2) | $ | 0.06 | $ | 0.13 | $ | 0.20 | ||||||||||
-1 | Income tax benefit is not illustrated because the Company is currently operating at a loss and an actual income tax benefit was not realized for the years ended December 31, 2014, 2013 and 2012. The result of the loss situation creates a timing difference, resulting in a deferred tax asset, which is fully reserved for in the valuation allowance. | |||||||||||||||
-2 | Diluted earnings per share for the years ended December 31, 2014, 2013 and 2012 does not include common stock equivalents due to their anti-dilutive nature as a result of the Company's net losses for these respective periods. Accordingly, basic earnings per share and diluted earnings per share are identical for all periods presented. | |||||||||||||||
As of December 31, 2014, the Company estimates that pre-tax compensation expense for all unvested share-based awards, including both stock options and RSUs, in the amount of approximately $2,055 will be recognized through the year 2017. The Company expects to satisfy the exercise of stock options and future distribution of shares of restricted stock by issuing new shares of common stock. | ||||||||||||||||
SEGMENT_REPORTING
SEGMENT REPORTING | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
SEGMENT REPORTING | ||||||||||||||||||||
SEGMENT REPORTING | 17. SEGMENT REPORTING | |||||||||||||||||||
The Company is organized into reporting segments based on the nature of the products and services offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company's chief operating decision maker. The Company's segments and their product and service offerings are summarized below: | ||||||||||||||||||||
Towers and Weldments | ||||||||||||||||||||
The Company manufactures towers for wind turbines, specifically the large and heavier wind towers that are designed for multiple MW wind turbines. Production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S. domestic wind energy and equipment manufacturing hubs. The two facilities have a combined annual tower production capacity of up to approximately 500 towers, sufficient to support turbines generating more than 1,000 MW of power. This product segment also encompasses the manufacture of specialty weldments for mining and other industrial customers. | ||||||||||||||||||||
Gearing | ||||||||||||||||||||
The Company engineers, builds and remanufactures precision gears and gearing systems for oil and gas, wind, mining, steel and other industrial applications. The Company uses an integrated manufacturing process, which includes machining and finishing processes in Cicero, Illinois, and heat treatment in Neville Island, Pennsylvania. | ||||||||||||||||||||
Services | ||||||||||||||||||||
The Company offers a comprehensive range of services, primarily to wind farm developers and operators. The Company specializes in non-routine maintenance services for both kilowatt and MW turbines. The Company also offers comprehensive field services to the wind energy industry. The Company is increasingly focusing its efforts on the identification and/or development of product and service offerings which will improve the reliability and efficiency of wind turbines, and therefore enhance the economic benefits to its customers. The Company provides wind services across the U.S., with primary service locations in South Dakota and Texas. The Company operates drivetrain service centers in these two locations, focused on servicing the growing installed base of MW wind turbines as they come off warranty and, to a limited extent, industrial gearboxes requiring precision repair and testing. | ||||||||||||||||||||
Corporate and Other | ||||||||||||||||||||
"Corporate" includes the assets and selling, general and administrative expenses of the Company's corporate office. "Eliminations" comprises adjustments to reconcile segment results to consolidated results. | ||||||||||||||||||||
The accounting policies of the reportable segments are the same as those referenced in Note 1, "Description of Business and Summary of Significant Accounting Policies" of these consolidated financial statements. Summary financial information by reportable segment is as follows: | ||||||||||||||||||||
Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | |||||||||||||||
Weldments | ||||||||||||||||||||
2014:00:00 | ||||||||||||||||||||
Revenues from external customers | $ | 184,464 | $ | 41,365 | $ | 15,439 | $ | — | $ | — | $ | 241,268 | ||||||||
Intersegment revenues(1) | 440 | 888 | 121 | — | (1,449 | ) | — | |||||||||||||
Net revenues | 184,904 | 42,253 | 15,560 | — | (1,449 | ) | 241,268 | |||||||||||||
Operating profit (loss) | 18,065 | (9,423 | ) | (4,493 | ) | (10,115 | ) | 32 | (5,934 | ) | ||||||||||
Depreciation and amortization | 3,993 | 6,816 | 1,239 | 135 | — | 12,183 | ||||||||||||||
Capital expenditures | 4,118 | 1,814 | 207 | 365 | — | 6,504 | ||||||||||||||
Assets held for sale | 738 | — | — | — | — | 738 | ||||||||||||||
Total assets | 51,429 | 50,238 | 10,884 | 297,754 | (263,688 | ) | 146,617 | |||||||||||||
Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | |||||||||||||||
Weldments | ||||||||||||||||||||
2013:00:00 | ||||||||||||||||||||
Revenues from external customers | $ | 159,269 | $ | 39,213 | $ | 17,228 | $ | — | $ | 215,710 | ||||||||||
Intersegment revenues(1) | 209 | 3,937 | 15 | — | (4,161 | ) | — | |||||||||||||
Net revenues | 159,478 | 43,150 | 17,243 | — | (4,161 | ) | 215,710 | |||||||||||||
Operating profit (loss) | 19,550 | (17,916 | ) | (4,721 | ) | (10,192 | ) | 69 | (13,210 | ) | ||||||||||
Depreciation and amortization | 3,872 | 9,535 | 1,398 | 51 | — | 14,856 | ||||||||||||||
Capital expenditures | 1,811 | 4,262 | 301 | 576 | — | 6,950 | ||||||||||||||
Assets held for sale | 821 | 1,149 | — | — | — | 1,970 | ||||||||||||||
Total assets | 52,755 | 67,357 | 14,800 | 300,835 | (272,051 | ) | 163,694 | |||||||||||||
Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | |||||||||||||||
Weldments | ||||||||||||||||||||
2012:00:00 | ||||||||||||||||||||
Revenues from external customers | $ | 135,221 | $ | 53,566 | $ | 21,920 | $ | — | $ | — | $ | 210,707 | ||||||||
Intersegment revenues(1) | — | 2,094 | 186 | — | (2,280 | ) | — | |||||||||||||
Net revenues | 135,221 | 55,660 | 22,106 | — | (2,280 | ) | 210,707 | |||||||||||||
Operating profit (loss) | 2,766 | (7,626 | ) | (4,185 | ) | (8,260 | ) | 8 | (17,297 | ) | ||||||||||
Depreciation and amortization | 3,676 | 10,955 | 1,841 | 65 | — | 16,537 | ||||||||||||||
Capital expenditures | 629 | 3,175 | 1,307 | 627 | — | 5,738 | ||||||||||||||
Assets held for sale | 8,042 | — | — | — | — | 8,042 | ||||||||||||||
Total assets | 58,843 | 71,371 | 13,976 | 308,336 | (309,616 | ) | 142,910 | |||||||||||||
-1 | Intersegment revenues primarily consist of sales from Gearing to Services. Sales from Gearing to Services totaled $888, $3,937 and $2,094 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||
The Company generates revenues entirely from transactions completed in the U.S. and its long-lived assets are all located in the U.S. All intercompany revenue is eliminated in consolidation. During 2014, two customers each accounted for more than 10% of total net revenues. These two customers accounted for revenues of $128,337 and $53,955 for fiscal year 2014 and were reported within the Towers and Weldments segment. During the years ended December 31, 2014, 2013, and 2012, five customers accounted for 87%, 83% and 67%, respectively, of total net revenues. | ||||||||||||||||||||
EMPLOYEE_BENEFIT_PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2014 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | 18. EMPLOYEE BENEFIT PLANS |
Retirement Savings and Profit Sharing Plans | |
Retirement Savings and Profit Sharing Plans | |
The Company offers a 401(k) retirement savings plan to all eligible employees who may elect to contribute a portion of their salary on a pre-tax basis, subject to applicable statutory limitations. Participating non-union employees are eligible to receive safe harbor matching contributions equal to 100% of the first 3% of the participant's elective deferral contributions and 50% of the next 2% of the participant's elective deferral contributions. In accordance with the collective bargaining agreements in place at its two union locations, the Company's Illinois-based union employees are eligible to receive a discretionary match in an amount up to 50% of each participant's first 4% of elective deferral contributions, and the Company's Pennsylvania-based union employees are eligible to receive a discretionary match in an amount up to 100% of each participant's first 3% and 50% of the next 2% of elective deferral contributions. The Company has the discretion, subject to applicable statutory requirements, to fund any matching contribution with a contribution to the plan of the Company's common stock. Beginning with the first quarter of 2012, the Company funded the matching contributions in the form of the Company's common stock. Starting in the first quarter of 2014, the Company resumed funding the matching contributions in cash. Under the plan, elective deferrals and basic Company matching will be 100% vested at all times. | |
For the years ended December 31, 2014, 2013 and 2012, the Company recorded expense under these plans of approximately $701, $705 and $661, respectively. | |
Deferred Compensation Plan | |
The Company maintains a deferred compensation plan for certain key employees and nonemployee directors, whereby certain wages earned, compensation for services rendered, and discretionary company-matching contributions may be deferred and deemed to be invested in the Company's common stock. Changes in the fair value of the plan liability are recorded as charges or credits to compensation expense. Compensation expense associated with the deferred compensation plan recorded during the years ended December 31, 2014, 2013, and 2012, was ($23), $41 and ($26), respectively. The fair value of the plan liability to the Company is included in accrued liabilities in the Company's consolidated balance sheets. As of December 31, 2014 and 2013, the fair value of plan liability to the Company was $31 and $54, respectively. | |
In addition to the employee benefit plans described above, the Company participates in certain customary employee benefits plans, including those which provide health and life insurance benefits to employees. | |
NEW_MARKETS_TAX_CREDIT_TRANSAC
NEW MARKETS TAX CREDIT TRANSACTION | 12 Months Ended |
Dec. 31, 2014 | |
NEW MARKETS TAX CREDIT TRANSACTION | |
NEW MARKETS TAX CREDIT TRANSACTION | 19. NEW MARKETS TAX CREDIT TRANSACTION |
On July 20, 2011, the Company executed the NMTC Transaction involving the following third parties: AMCREF Fund VII, LLC ("AMCREF"), a registered community development entity; COCRF Investor VIII, LLC ("COCRF"); and Capital One. The NMTC Transaction allows the Company to receive below market interest rate funds through the federal New Markets Tax Credit ("NMTC") program. The Company received $2,280 in proceeds via the NMTC Transaction. The NMTC Transaction qualifies under the NMTC program and included a gross loan from AMCREF to the Company's wholly-owned subsidiary Broadwind Services, LLC in the principal amount of $10,000, with a term of fifteen years and interest payable at the rate of 1.4% per annum, largely offset by a gross loan in the principal amount of $7,720 from the Company to COCRF, with a term of fifteen years and interest payable at the rate of 2.5% per annum. | |
The NMTC regulations permit taxpayers to claim credits against their federal income taxes for up to 39% of qualified investments in the equity of community development entities. The NMTC Transaction could generate $3,900 in tax credits, which the Company has made available under the structure by passing them through to Capital One. The proceeds have been applied to the Company's investment in the Abilene Gearbox Facility assets and operating costs, as permitted under the NMTC program. | |
The Abilene Gearbox Facility must operate and be in compliance with various regulations and restrictions through September 2018, the end of the seven year period, to comply with the terms of the NMTC Transaction, or the Company may be liable under its indemnification agreement with Capital One for the recapture of tax credits. In the event the Company does not comply with these regulations and restrictions, the NMTC program tax credits may be subject to 100% recapture for a period of seven years as provided in the IRC. The Company does not anticipate that any tax credit recapture events will occur or that it will be required to make any payments to Capital One under the indemnification agreement. | |
The Capital One contribution, including a loan origination payment of $320, has been included as other assets in the Company's condensed consolidated balance sheet as of December 31, 2014. The NMTC Transaction includes a put/call provision whereby the Company may be obligated or entitled to repurchase Capital One's interest in the third quarter of 2018. Capital One may exercise an option to put its investment and receive $130 from the Company. If Capital One does not exercise its put option, the Company can exercise a call option at the then fair market value of the call. The Company expects that Capital One will exercise the put option at the end of the tax credit recapture period. The Capital One contribution other than the amount allocated to the put obligation will be recognized as income only after the put/call is exercised and when Capital One has no ongoing interest. However, there is no legal obligation for Capital One to exercise the put, and the Company has attributed only an insignificant value to the put option included in this transaction structure. | |
The Company has determined that two pass-through financing entities created under this transaction structure are variable interest entities ("VIEs"). The ongoing activities of the VIEs—collecting and remitting interest and fees and complying with NMTC program requirements—were considered in the initial design of the NMTC Transaction and are not expected to significantly affect economic performance throughout the life of the VIEs. In making this determination, management also considered the contractual arrangements that obligate the Company to deliver tax benefits and provide various other guarantees under the transaction structure, Capital One's lack of a material interest in the underlying economics of the project, and the fact that the Company is obligated to absorb losses of the VIEs. The Company has concluded that it is required to consolidate the VIEs because the Company has both (i) the power to direct those matters that most significantly impact the activities of each VIE, and (ii) the obligation to absorb losses or the right to receive benefits of each VIE. | |
The $262 of issue costs paid to third parties in connection with the NMTC Transaction are recorded as prepaid expenses, and are being amortized over the expected seven year term of the NMTC arrangement. Capital One's net contribution of $2,600 is included in Long Term Debt, Net of Current Maturities in the consolidated balance sheet. Incremental costs to maintain the transaction structure during the compliance period will be recognized as they are incurred. | |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
RESTRUCTURING | |||||||||||||||||
RESTRUCTURING | 20. RESTRUCTURING | ||||||||||||||||
The Company's total net restructuring charges are detailed below: | |||||||||||||||||
2011 | 2012 | 2013 | 2014 | Total | |||||||||||||
Actual | Actual | Actual | Actual | Incurred | |||||||||||||
Restructuring charges: | |||||||||||||||||
Capital expenditures | $ | 5 | $ | 2,596 | $ | 2,352 | $ | 674 | $ | 5,627 | |||||||
Gain on sale of Brandon Facility | — | — | (3,585 | ) | — | (3,585 | ) | ||||||||||
Accelerated depreciation | — | 819 | 898 | — | 1,717 | ||||||||||||
Severance | 430 | — | 435 | — | 865 | ||||||||||||
Impairment charges | — | — | 2,365 | — | 2,365 | ||||||||||||
Moving and other exit-related costs | 439 | 1,677 | 3,085 | 1,479 | 6,680 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total | 874 | 5,092 | 5,550 | 2,153 | 13,669 | ||||||||||||
During the third quarter of 2011, the Company conducted a review of its business strategies and product plans based on the outlook for the economy at large, the forecast for the industries it serves, and its business environment. The Company concluded that its manufacturing footprint and fixed cost base were too large and expensive for its medium-term needs and began restructuring its facility capacity and its management structure to consolidate and increase the efficiencies of its operations. | |||||||||||||||||
The Company has made substantial progress in executing a plan to reduce its facility footprint by approximately 40% through the sale and/or closure of facilities comprising a total of approximately 600,000 square feet. As part of this plan, in the third quarter of 2011, the Company determined that its idle Brandon, South Dakota tower manufacturing facility (the "Brandon Facility") should be sold, and as a result the Company reclassified the Brandon Facility property and equipment to Assets Held for Sale and the related indebtedness to Liabilities Held for Sale. In April 2013, the Company completed the sale of the Brandon Facility, generating a gain on sale of $3,585 and approximately $8,000 in net proceeds after closing costs and the repayment of the mortgage on the Brandon Facility. Including the sale of the Brandon Facility, the Company has so far closed or reduced its leased presence at six facilities and achieved a reduction of approximately 400,000 square feet. During 2013, the Company determined that the Clintonville Facility was no longer required in its operations and reclassified the property and equipment associated with the Clintonville Facility, as well as certain Gearing equipment, to Assets Held for Sale. The most significant remaining reduction relates to the environmental remediation and disposition of the Cicero Avenue Facility. The use of the Cicero Avenue Facility in our production was significantly curtailed at the end of 2013, and we recorded a related $1,732 impairment, primarily in cost of sales in the fourth quarter of 2013. The Company believes its remaining locations will be sufficient to support its Towers and Weldments, Gearing, Services and general corporate and administrative activities, while allowing for growth for the next several years. | |||||||||||||||||
In the third quarter of 2012, the Company identified a $352 liability associated with the planned sale of the Cicero Avenue Facility. The Company further adjusted the liability in the fourth quarter of 2013 by recording an additional $258 charge. The liability is associated with environmental remediation costs that were originally identified while preparing the site for sale. The expenses associated with this liability have been recorded as restructuring charges, and as of December 31, 2014, the accrual balance remaining is $513. | |||||||||||||||||
The Company has completed the expenditures relating to its restructuring plan. The Company incurred total costs of approximately $13,700. The Company's restructuring charges generally include costs to close or exit facilities, costs to move equipment, the related costs of building infrastructure for moved equipment and employee related costs. Of the total restructuring costs incurred, a total of approximately $4,800 consists of non-cash charges. Restructuring costs also include $900 of severance and $1,750 of accelerated depreciation of the Cicero Avenue Facility. During 2013, the Company incurred restructuring-related impairment charges of $1,732 related to the Cicero Avenue Facility, $288 related to the Clintonville Facility and $345 related to certain Gearing segment machinery and equipment. The table below details the Company's total net restructuring charges incurred as of December 31, 2014: | |||||||||||||||||
2011 | 2012 | 2013 | 2014 | Total | |||||||||||||
Actual | Actual | Actual | Actual | Incurred | |||||||||||||
Capital expenditures: | |||||||||||||||||
Gearing | $ | 5 | $ | 2,072 | $ | 2,075 | $ | 674 | $ | 4,826 | |||||||
Corporate | — | 524 | 277 | — | 801 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total capital expenditures | 5 | 2,596 | 2,352 | 674 | 5,627 | ||||||||||||
Cash expenses: | |||||||||||||||||
Cost of sales: | |||||||||||||||||
Gearing | 131 | 308 | 2,176 | 1,281 | 3,896 | ||||||||||||
Services | — | 225 | 234 | — | 459 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total cost of sales | 131 | 533 | 2,410 | 1,281 | 4,355 | ||||||||||||
Selling, general, and administrative expenses: | |||||||||||||||||
Towers and Weldments | — | 130 | 176 | 47 | 353 | ||||||||||||
Gearing | 35 | 520 | 451 | 186 | 1,192 | ||||||||||||
Services | — | 40 | — | — | 40 | ||||||||||||
Corporate | 406 | 49 | 462 | — | 917 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total selling, general and administrative expenses | 441 | 739 | 1,089 | 233 | 2,502 | ||||||||||||
Other—Towers and Weldments gain on Brandon Facility: | (3,585 | (3,585 | |||||||||||||||
— | — | ) | — | ) | |||||||||||||
Non-cash expenses: | |||||||||||||||||
Towers and Weldments | — | — | 291 | 84 | 375 | ||||||||||||
Gearing | 247 | 1,166 | 3,008 | (119 | ) | 4,302 | |||||||||||
Services | — | 58 | (15 | ) | — | 43 | |||||||||||
Corporate | 50 | — | — | — | 50 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total non-cash expenses | 297 | 1,224 | 3,284 | (35 | ) | 4,770 | |||||||||||
| | | | | | | | | | | | | | | | | |
Grand total | $ | 874 | $ | 5,092 | $ | 5,550 | $ | 2,153 | $ | 13,669 | |||||||
QUARTERLY_FINANCIAL_SUMMARY_UN
QUARTERLY FINANCIAL SUMMARY (UNAUDITED) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
QUARTERLY FINANCIAL SUMMARY (UNAUDITED) | ||||||||||||||
QUARTERLY FINANCIAL SUMMARY (UNAUDITED) | 21. QUARTERLY FINANCIAL SUMMARY (UNAUDITED) | |||||||||||||
The following table provides a summary of selected financial results of operations by quarter for the years ended December 31, 2014 and 2013 as follows: | ||||||||||||||
2014 | First | Second | Third | Fourth | ||||||||||
Revenues | $ | 58,800 | $ | 68,381 | $ | 60,289 | $ | 53,798 | ||||||
Gross profit (loss) | 5,093 | 8,631 | 3,858 | (92 | ) | |||||||||
Operating profit (loss) | (995 | ) | 2,101 | (1,811 | ) | (5,229 | ) | |||||||
(Loss) income from continuing operations, net of tax | (1,043 | ) | 1,860 | (1,814 | ) | (5,171 | ) | |||||||
Net (loss) income | (1,043 | ) | 1,860 | (1,814 | ) | (5,171 | ) | |||||||
(Loss) income from continuing operations per share: | ||||||||||||||
Basic | (0.07 | ) | 0.13 | (0.12 | ) | (0.35 | ) | |||||||
Diluted | (0.07 | ) | 0.12 | (0.12 | ) | (0.35 | ) | |||||||
Net (loss) income per share: | ||||||||||||||
Basic | (0.07 | ) | 0.13 | (0.12 | ) | (0.35 | ) | |||||||
Diluted | $ | (0.07 | ) | $ | 0.12 | $ | (0.12 | ) | $ | (0.35 | ) | |||
2013 | First | Second | Third | Fourth | ||||||||||
Revenues | $ | 45,506 | $ | 52,945 | $ | 60,862 | $ | 56,397 | ||||||
Gross profit (loss) | 2,170 | 3,401 | 4,618 | 2,156 | ||||||||||
Operating profit (loss) | (4,484 | ) | (2,488 | ) | (2,288 | ) | (3,950 | ) | ||||||
Loss from continuing operations, net of tax | (4,549 | ) | 404 | (2,498 | ) | (3,746 | ) | |||||||
Net loss | (4,759 | ) | 404 | (2,398 | ) | (3,746 | ) | |||||||
Loss from continuing operations per share: | ||||||||||||||
Basic and Diluted | (0.32 | ) | 0.03 | (0.18 | ) | (0.25 | ) | |||||||
Net loss per share: | ||||||||||||||
Basic and Diluted | $ | (0.33 | ) | $ | 0.03 | $ | (0.17 | ) | $ | (0.26 | ) | |||
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2014 | |
LEGAL PROCEEDINGS | |
LEGAL PROCEEDINGS | 22. LEGAL PROCEEDINGS |
Shareholder Lawsuits | |
Between February 15, 2011 and March 30, 2011, three putative shareholder derivative lawsuits were filed in the United States District Court for the Northern District of Illinois (the "USDC") against certain of the Company's current and former officers and directors, and certain Tontine entities, seeking to challenge alleged breaches of fiduciary duty, waste of corporate assets and unjust enrichment, including in connection with the January 2010 secondary public offering of the Company's common stock (the "2010 Stock Offering"). One of the lawsuits also alleged that certain directors violated Section 14(a) of the Exchange Act, in connection with the Company's Proxy Statement for its 2010 Annual Meeting of Stockholders. Two of the matters pending in the USDC were subsequently consolidated, and on May 15, 2012, the USDC granted the defendants' motion to dismiss the consolidated cases and also entered an order dismissing the third case. On January 17, 2014, the Company and the plaintiffs from the consolidated derivative lawsuit filed a joint motion to reopen the derivative action and preliminarily approve a derivative settlement. The USDC subsequently reopened the derivative action and granted preliminary approval of the settlement on February 3, 2014. The settlement resolved outstanding shareholder derivative claims, including those raised in certain shareholder demand letters received by the Board. The terms of the settlement included the adoption by the Company of certain corporate governance reforms, along with other remedial measures. The settlement provided for the Company's insurance carrier and/or the Company to pay plaintiffs' counsel's attorneys' fees and expenses in the amount of $600. The USDC granted final approval of the settlement on April 3, 2014. | |
SEC Inquiry | |
In August 2011, the Company received a subpoena from the SEC seeking documents related to certain accounting practices at Brad Foote. The subpoena was issued following an informal inquiry that the Company received from the SEC in November 2010, which likely arose out of a whistleblower complaint that the SEC received related to revenue recognition, cost accounting and intangible and fixed asset valuations at Brad Foote. The Company produced documents responsive to the SEC's subpoena. Following the issuance of subpoenas for testimony, the SEC deposed certain current and former Company employees. | |
On May 8, 2014, the Company, its CFO and a former CEO and director (the "Former CEO") received "Wells notices" (the "Notices") from the SEC's Division of Enforcement in connection with its ongoing investigation of the Company. A Wells notice is not a formal allegation or a finding of wrongdoing, but is a preliminary determination by the SEC Enforcement Staff (the "Staff") that the Staff may recommend to the SEC that a civil enforcement action or administrative proceeding be brought against the recipient. The Notices indicated that the Staff had made a preliminary determination to recommend that the SEC file an enforcement action alleging violations of the Securities Act of 1933, the Exchange Act, the Sarbanes-Oxley Act and certain SEC rules. The Notices to the CFO and the Former CEO related only to an intangible valuation issue relating to events in 2009 and the 2010 Stock Offering, and the Notice to the Company related to that intangible valuation issue and certain revenue recognition issues relating to events in 2009. Under SEC procedures, a recipient of a Wells notice has an opportunity to respond in the form of a Wells submission that seeks to persuade the SEC that such an action should not be brought. On June 16, 2014, the Company submitted to the Staff a Wells submission to explain its views concerning such matters. | |
On February 5, 2015, the SEC announced a settlement with the Company, its CFO and the former CEO in connection with the SEC investigation. Consistent with standard SEC practice, the Company has neither admitted nor denied the SEC's allegations. Under the terms of the settlement, the Company consented to the entry of a judgment requiring the Company to pay a civil penalty of $1,000. In addition, (i) the Company's CFO agreed to pay disgorgement and prejudgment interest of $23 (which was reimbursed by the Company) and a penalty of $50, and (ii) the Former CEO agreed to pay disgorgement and prejudgment interest of $543 (which was reimbursed by the Company) and a penalty of $75. The Company cooperated with the SEC over the course of its investigation, and the Company conducted its own comprehensive review, together with the Board's Audit Committee, in conjunction with the investigation. The USDC granted final approval of the settlement on February 11, 2015. | |
Environmental Matters | |
On February 15, 2011, pursuant to a search warrant, officials from the United States Environmental Protection Agency ("USEPA") entered and conducted a search of the Cicero Avenue Facility in connection with the alleged improper disposal of industrial wastewater to the sewer. On September 24, 2013, the United States Attorney's Office, Northern District of Illinois ("USAO") commenced a criminal action in the USDC based on this investigation. Subsequently, Brad Foote entered into a plea agreement with the USAO (the "Plea Agreement") with regard to this criminal action, pursuant to which Brad Foote agreed to plead guilty to one count of knowingly violating the Clean Water Act, Title 33, United States Code, Section 1319(c)(2)(A) and pay a $1,500 fine (payable in three annual installments of $500 within three years of the date of sentencing), subject to the USDC's approval of the Plea Agreement. Brad Foote pled guilty pursuant to the Plea Agreement on November 13, 2013, and the USDC approved the Plea Agreement on February 19, 2014. By correspondence dated April 17, 2014, the USEPA advised that, due to the admitted violation of the Clean Water Act by Brad Foote, the Cicero Avenue Facility was statutorily debarred from receiving federal contracts or benefits if any of the work will be performed at the place where the offense occurred. Subsequently, by correspondence dated November 7, 2014, the USEPA advised that the statutory debarment had been terminated as a result of the corrective actions undertaken by Brad Foote. | |
Other | |
The Company is also a party to additional claims and legal proceedings arising in the ordinary course of business, none of which is deemed to be individually significant at this time. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company's results of operations, financial position or liquidity. It is possible that if one or more of the matters described above were decided against the Company, the effects could be material to the Company's results of operations in the period in which the Company would be required to record or adjust the related liability and could also be material to the Company's cash flows in the periods the Company would be required to pay such liability. | |
DESCRIPTION_OF_BUSINESS_AND_SU1
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation | ||||||||||
These consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. All significant intercompany transactions and balances have been eliminated in consolidation. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity ("VIE"). | |||||||||||
When the Company obtains an economic interest in an entity, the Company evaluates the entity to determine if the entity is deemed a VIE, and if the Company is deemed to be the primary beneficiary, in accordance with the accounting standard for the consolidation of VIE's. The accounting standard for the consolidation of VIE's requires the Company to qualitatively assess if the Company was the primary beneficiary of the VIE based on whether the Company had (i) the power to direct those matters that most significantly impacted the activities of the VIE and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant. Refer to Note 19, "New Markets Tax Credit Transaction" of these consolidated financial statements for a description of two VIE's included in the Company's consolidated financial statements. | |||||||||||
Management's Use of Estimates | Management's Use of Estimates | ||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the reported period. Significant estimates, among others, include revenue recognition, future tax rates, inventory reserves, warranty reserves, impairment of property and equipment and intangibles, and allowance for doubtful accounts. Although these estimates are based upon management's best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from these estimates. | |||||||||||
Cash and Cash Equivalents and Short-Term Investments | Cash and Cash Equivalents and Short-Term Investments | ||||||||||
Cash and cash equivalents typically comprise cash balances and readily marketable investments with original maturities of three months or less, such as money market funds, short-term government bonds, Treasury bills, marketable securities and commercial paper. Marketable investments with original maturities between three and twelve months are recorded as short-term investments. The Company's treasury policy is to invest excess cash in money market funds or other investments, which are generally of a short-term duration based upon operating requirements. Income earned on these investments is recorded to interest income in the Company's consolidated statements of operations. As of December 31, 2014 and December 31, 2013, cash and cash equivalents totaled $12,149 and $24,936, respectively, and short-term investments totaled $8,024 and $1,143, respectively. For the years ended December 31, 2014, 2013 and 2012, interest income was $21, $8 and $5, respectively. | |||||||||||
Restricted Cash | Restricted Cash | ||||||||||
Restricted cash balances relate primarily to provisions contained in certain vendor agreements. The Company anticipates that all restricted cash balances will be used for current purposes. As of December 31, 2014 and 2013, the Company had restricted cash in the amounts of $83 and $83, respectively. | |||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||
The Company recognizes revenue when the earnings process is complete and when persuasive evidence of an arrangement exists, transfer of title has occurred or services have been rendered, the selling price is fixed or determinable, collectability is reasonably assured and delivery has occurred per the terms of the contract. Customer deposits, deferred revenue and other receipts are deferred and recognized when the revenue is realized and earned. Cash payments to customers are presumed to be classified as reductions of revenue in our statement of operations. | |||||||||||
In some instances, typically within the Company's Towers and Weldments segment, products are sold under terms included in bill and hold sales arrangements that result in different timing for revenue recognition. The Company recognizes revenue under these arrangements only when the buyer requests the arrangement, a fixed schedule for delivery exists, the ordered goods are segregated from inventory and not available to fill other orders and the goods are complete and ready for shipment. Assuming these required revenue recognition criteria are met, revenue is recognized upon completion of product manufacture and customer acceptance. | |||||||||||
Cost of Sales | Cost of Sales | ||||||||||
Cost of sales represents all direct and indirect costs associated with the production of products for sale to customers. These costs include operation, repair and maintenance of equipment, materials, direct and indirect labor and benefit costs, insurance, equipment rentals, freight in and depreciation. Freight out to customers is at times classified as a selling expense and is then excluded from cost of sales. For each of the years ended December 31, 2014, 2013 and 2012, freight out included in selling, general and administrative expenses was $0. | |||||||||||
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses | ||||||||||
Selling, general and administrative expenses include all corporate and administrative functions such as sales and marketing, legal, human resource management, finance, investor and public relations, information technology and senior management. These functions serve to support the Company's current and future operations and provide an infrastructure to support future growth. Major expense items in this category include management and staff wages and benefits, share-based compensation and professional services. | |||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||
The Company generally grants uncollateralized credit to customers on an individual basis based upon the customer's financial condition and credit history. Credit is typically on net 30-day terms and customer deposits are frequently required at various stages of the production process to minimize credit risk. | |||||||||||
Historically, the Company's accounts receivable ("A/R") are highly concentrated with a select number of customers. During the year ended December 31, 2014, the Company's five largest customers accounted for 87% of its consolidated revenues and 80% of outstanding A/R balances, compared to the year ended December 31, 2013 when the Company's five largest customers accounted for 83% of its consolidated revenues and 63% of its outstanding A/R balances. | |||||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||||
Based upon past experience and judgment, the Company establishes an allowance for doubtful accounts with respect to A/R. The Company's standard allowance estimation methodology considers a number of factors that, based on its collections experience, the Company believes will have an impact on its credit risk and the realizability of its A/R. These factors include individual customer circumstances, history with the Company and other relevant criteria. A/R balances that remain outstanding after the Company has exhausted reasonable collection efforts are written off through a charge to the valuation allowance and a credit to A/R. | |||||||||||
The Company monitors its collections and write-off experience to assess whether or not adjustments to its allowance estimates are necessary. Changes in trends in any of the factors that the Company believes may impact the realizability of its A/R, as noted above, or modifications to the Company's credit standards, collection practices and other related policies may impact its allowance for doubtful accounts and its financial results. Bad debt expense for the years ended December 31, 2014, 2013 and 2012 was $81, $107 and $136, respectively. | |||||||||||
Inventories | Inventories | ||||||||||
Inventories are stated at the lower of cost or market. Cost is determined either based on the first-in, first-out ("FIFO") method, or on a standard cost basis that approximates the FIFO method. Market is determined based on net realizable value. Any excess of cost over market value is included in the Company's inventory allowance. Market value of inventory, and management's judgment of the need for reserves, encompasses consideration of other business factors including physical condition, inventory holding period, contract terms and usefulness. | |||||||||||
Inventories consist of raw materials, work-in-process and finished goods. Raw materials consist of components and parts for general production use. Work-in-process consists of labor and overhead, processing costs, purchased subcomponents and materials purchased for specific customer orders. Finished goods consist of components purchased from third parties as well as components manufactured by the Company that will be used to produce final customer products. | |||||||||||
Property and Equipment | Property and Equipment | ||||||||||
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes, and generally an accelerated method for income tax reporting purposes. Depreciation expense and amortization related to property and equipment for the years ended December 31, 2014, 2013 and 2012 was $12,183, $12,410 and $13,919, respectively. Expenditures for additions and improvements are capitalized, while replacements, maintenance and repairs that do not improve or extend the useful lives of the respective assets are expensed as incurred. The Company has in the past capitalized interest costs incurred on indebtedness used to construct property and equipment. Capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset's estimated useful life. There was no interest cost capitalized during the years ended December 31, 2014, 2013 or 2012. Property or equipment sold or disposed of is removed from the respective property accounts, with any corresponding gains and losses recorded to other income or expense in the Company's consolidated statement of operations. | |||||||||||
Property and equipment and other long-lived assets are reviewed for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. If such events or changes in circumstances occur, the Company will recognize an impairment loss if the undiscounted future cash flows expected to be generated by the assets are less than the carrying value of the related asset. The impairment loss would adjust the asset to its fair value. | |||||||||||
In evaluating the recoverability of long-lived assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of such assets. If the Company's fair value estimates or related assumptions change in the future, the Company may be required to record impairment charges related to property and equipment and other long-lived assets. Asset recoverability is first measured by comparing the assets' carrying amounts to their expected future undiscounted net cash flows to determine if the assets are impaired. If such assets are considered to be impaired, the impairment recognized is measured based on the amount by which the carrying amount of the assets exceeds the fair value. To the extent the projections used in its analysis are not achieved, there may be a negative effect on the valuation of these assets. | |||||||||||
Intangible Assets | Intangible Assets | ||||||||||
The Company reviews intangible assets for impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. If such events or changes in circumstances occur an impairment loss is recognized if the undiscounted future cash flows expected to be generated by the assets are less than the carrying value of the related asset. The impairment loss would adjust the asset to its fair value. | |||||||||||
In evaluating the recoverability of definite-lived intangible assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of such assets. If fair value estimates or related assumptions change in the future, the Company may be required to record impairment charges related to intangible assets. Asset recoverability is first measured by comparing the assets' carrying amounts to their expected future undiscounted net cash flows to determine if the assets are impaired. If such assets are considered to be impaired, the impairment recognized is measured based on the amount by which the carrying amount of the assets exceeds the fair value. To the extent the projections used in its analysis are not achieved, there may be a negative effect on the valuation of these assets. | |||||||||||
Warranty Liability | Warranty Liability | ||||||||||
The Company provides warranty terms that generally range from one to five years for various products and services relating to workmanship and materials supplied by the Company. In certain contracts, the Company has recourse provisions for items that would enable the Company to pursue recovery from third parties for amounts paid to customers under warranty provisions. Warranty liability is recorded in accrued liabilities within the consolidated balance sheet. The Company estimates the warranty accrual based on various factors, including historical warranty costs, current trends, product mix and sales. The changes in the carrying amount of the Company's total product warranty liability for the years ended December 31, 2014, 2013 and 2012 were as follows: | |||||||||||
As of December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance, beginning of year | $ | 457 | $ | 707 | $ | 983 | |||||
Warranty expense | 955 | (183 | 52 | ||||||||
) | |||||||||||
Warranty claims | (214 | ) | (67 | ) | (195 | ) | |||||
Other adjustments | — | — | (133 | ) | |||||||
| | | | | | | | | | | |
Balance, end of year | $ | 1,198 | $ | 457 | $ | 707 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
As of December 31, 2014, the increase in the warranty liabilities was due primarily to a $371 obligation to a specific customer. | |||||||||||
Income Taxes | Income Taxes | ||||||||||
The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted. | |||||||||||
In connection with the preparation of its consolidated financial statements, the Company is required to estimate its income tax liability for each of the tax jurisdictions in which the Company operates. This process involves estimating the Company's actual current income tax expense and assessing temporary differences resulting from differing treatment of certain income or expense items for income tax reporting and financial reporting purposes. The Company also recognizes as deferred income tax assets the expected future income tax benefits of net operating loss ("NOL") carryforwards. In evaluating the realizability of deferred income tax assets associated with NOL carryforwards, the Company considers, among other things, expected future taxable income, the expected timing of the reversals of existing temporary reporting differences and the expected impact of tax planning strategies that may be implemented to prevent the potential loss of future income tax benefits. Changes in, among other things, income tax legislation, statutory income tax rates or future taxable income levels could materially impact the Company's valuation of income tax assets and liabilities and could cause its income tax provision to vary significantly among financial reporting periods. | |||||||||||
The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable pronouncement guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in these income tax positions. | |||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||
The Company grants incentive stock options and restricted stock units to certain officers, directors, and employees. The Company accounts for share-based compensation related to these awards based on the estimated fair value of the equity award and recognizes expense ratably over the vesting term of the award. See Note 16 "Share-Based Compensation" of these consolidated financial statements for further discussion of the Company's share-based compensation plans, the nature of share-based awards issued and the Company's accounting for share-based compensation. | |||||||||||
Net Loss Per Share | Net Loss Per Share | ||||||||||
The Company presents both basic and diluted net loss per share. Basic net loss per share is based solely upon the weighted average number of common shares outstanding and excludes any dilutive effects of options, warrants and convertible securities. Diluted net loss per share is based upon the weighted average number of common shares and common-share equivalents outstanding during the year excluding those common-share equivalents where the impact to basic net loss per share would be anti-dilutive. | |||||||||||
DESCRIPTION_OF_BUSINESS_AND_SU2
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Schedule of changes in the carrying amount of the total product warranty liability | |||||||||||
As of December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance, beginning of year | $ | 457 | $ | 707 | $ | 983 | |||||
Warranty expense | 955 | (183 | 52 | ||||||||
) | |||||||||||
Warranty claims | (214 | ) | (67 | ) | (195 | ) | |||||
Other adjustments | — | — | (133 | ) | |||||||
| | | | | | | | | | | |
Balance, end of year | $ | 1,198 | $ | 457 | $ | 707 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
EARNINGS PER SHARE | |||||||||||
Reconciliation of basic and diluted earnings per share | |||||||||||
For the Years Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Basic earnings per share calculation: | |||||||||||
Net loss to common stockholders | (6,168 | (10,499 | (17,907 | ||||||||
$ | ) | $ | ) | $ | ) | ||||||
Weighted average common shares outstanding | 14,715 | 14,457 | 14,058 | ||||||||
Basic net loss per share | $ | (0.42 | ) | $ | (0.73 | ) | $ | (1.27 | ) | ||
Diluted earnings per share calculation: | |||||||||||
Net loss to common stockholders | (6,168 | (10,499 | (17,907 | ||||||||
$ | ) | $ | ) | $ | ) | ||||||
Weighted average common shares outstanding | 14,715 | 14,457 | 14,058 | ||||||||
Common stock equivalents: | |||||||||||
Stock options and non-vested stock awards(1) | — | — | — | ||||||||
| | | | | | | | | | | |
Weighted average common shares outstanding | 14,715 | 14,457 | 14,058 | ||||||||
Diluted net loss per share | $ | (0.42 | ) | $ | (0.73 | ) | $ | (1.27 | ) | ||
-1 | Stock options and restricted stock units granted and outstanding of 673,756, 878,113 and 1,048,117 as of December 31, 2014, 2013 and 2012, respectively, are excluded from the computation of diluted earnings due to the anti-dilutive effect as a result of the Company's net loss for these respective years. | ||||||||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
DISCONTINUED OPERATIONS | |||||||||||
Results which are reflected as discontinued operations in the Company's consolidated statements of income | |||||||||||
For the Years Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Revenues | $ | — | $ | — | $ | — | |||||
Loss before provision (benefit) for income taxes | — | (110 | ) | — | |||||||
Income tax provision (benefit) | — | — | — | ||||||||
| | | | | | | | | | | |
Loss from discontinued operations | $ | — | $ | (110 | ) | $ | — | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
CASH_AND_CASH_EQUIVALENTS_AND_1
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | ||||||||
Summary of components of cash and cash equivalents and short-term investments | ||||||||
As of | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Cash and cash equivalents: | ||||||||
Cash | $ | 8,744 | $ | 12,021 | ||||
Money market funds | 877 | 7,423 | ||||||
Municipal bonds | 2,528 | 5,492 | ||||||
| | | | | | | | |
Total cash and cash equivalents | 12,149 | 24,936 | ||||||
| | | | | | | | |
Short-term investments (available-for-sale): | ||||||||
Municipal bonds | 8,024 | 1,143 | ||||||
| | | | | | | | |
Total cash and cash equivalents and short-term investments | 20,173 | 26,079 | ||||||
| | | | | | | | |
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT1
ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||||||||||
Schedule of activity in the A/R allowance from continuing operations | |||||||||||
For the Years Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Balance at beginning of year | $ | 17 | $ | 453 | $ | 438 | |||||
Bad debt expense | 81 | 107 | 136 | ||||||||
Write-offs | (8 | ) | (543 | ) | (121 | ) | |||||
Other adjustments | (8 | ) | — | — | |||||||
| | | | | | | | | | | |
Balance at end of year | $ | 82 | $ | 17 | $ | 453 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
INVENTORIES | ||||||||
Schedule of the components of inventories from operations | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 21,385 | $ | 21,859 | ||||
Work-in-process | 9,565 | 11,212 | ||||||
Finished goods | 6,769 | 6,381 | ||||||
| | | | | | | | |
37,719 | 39,452 | |||||||
Less: Inventory Reserve | (2,798 | ) | (2,309 | ) | ||||
| | | | | | | | |
Net inventories | $ | 34,921 | $ | 37,143 | ||||
| | | | | | | | |
| | | | | | | | |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
PROPERTY AND EQUIPMENT | |||||||||
Schedule of cost basis and estimated lives of property and equipment from continuing operations | |||||||||
As of December 31, | |||||||||
2014 | 2013 | Life | |||||||
Land | $ | 2,002 | $ | 1,838 | |||||
Buildings | 21,218 | 21,218 | 39 years | ||||||
Machinery and equipment | 106,436 | 100,714 | 2-10 years | ||||||
Office furniture and equipment | 3,574 | 3,194 | 3-7 years | ||||||
Leasehold improvements | 9,583 | 4,540 | Asset life or life of lease | ||||||
Construction in progress | 1,448 | 8,495 | |||||||
| | | | | | | | | |
144,261 | 139,999 | ||||||||
Less-accumulated depreciation and amortization | (81,309 | ) | (70,922 | ) | |||||
| | | | | | | | | |
$ | 62,952 | $ | 69,077 | ||||||
| | | | | | | | | |
| | | | | | | | | |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
INTANGIBLE ASSETS | ||||||||||||||||||||||||||
Schedule of the cost basis, accumulated amortization and net book value of intangible assets | ||||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Cost | Accumulated | Net | Weighted | Cost | Accumulated | Net | Weighted | |||||||||||||||||||
Amortization | Book | Average | Amortization | Book | Average | |||||||||||||||||||||
Value | Amortization | Value | Amortization | |||||||||||||||||||||||
Period | Period | |||||||||||||||||||||||||
Intangible assets: | ||||||||||||||||||||||||||
Customer relationships | $ | 3,979 | $ | (3,639 | ) | $ | 340 | 7.2 | $ | 3,979 | $ | (3,595 | ) | $ | 384 | 7.2 | ||||||||||
Trade names | 7,999 | (2,880 | ) | 5,119 | 20 | 7,999 | (2,480 | ) | 5,519 | 20 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Intangible assets | $ | 11,978 | $ | (6,519 | ) | $ | 5,459 | 15.8 | $ | 11,978 | $ | (6,075 | ) | $ | 5,903 | 15.8 | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Schedule of estimated future amortization expense | ||||||||||||||||||||||||||
2015 | $ | 444 | ||||||||||||||||||||||||
2016 | 444 | |||||||||||||||||||||||||
2017 | 444 | |||||||||||||||||||||||||
2018 | 444 | |||||||||||||||||||||||||
2019 | 444 | |||||||||||||||||||||||||
2020 and thereafter | 3,239 | |||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
Total | $ | 5,459 | ||||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
| | | | | ||||||||||||||||||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
ACCRUED LIABILITIES | ||||||||
Schedule of accrued liabilities | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Accrued payroll and benefits | $ | 3,316 | $ | 5,144 | ||||
Accrued property taxes | 86 | 143 | ||||||
Income taxes payable | 198 | 493 | ||||||
Accrued professional fees | 126 | 36 | ||||||
Accrued warranty liability | 1,198 | 457 | ||||||
Accrued regulatory settlement | 2,066 | — | ||||||
Accrued environmental reserve | 513 | 500 | ||||||
Accrued self-insurance reserve | 1,411 | 803 | ||||||
Accrued other | 639 | 539 | ||||||
| | | | | | | | |
Total accrued liabilities | $ | 9,553 | $ | 8,115 | ||||
| | | | | | | | |
| | | | | | | | |
DEBT_AND_CREDIT_AGREEMENTS_Tab
DEBT AND CREDIT AGREEMENTS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
DEBT AND CREDIT AGREEMENTS | ||||||||
Schedule of outstanding debt balances | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Line of credit | — | — | ||||||
Term loans and notes payable | 2,918 | 2,956 | ||||||
Less—Current portion | (268 | ) | (201 | ) | ||||
| | | | | | | | |
Long-term debt, net of current maturities | $ | 2,650 | $ | 2,755 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of Future annual principal payments | ||||||||
2015 | $ | 268 | ||||||
2016 | 50 | |||||||
2017 | — | |||||||
2018 | 2,600 | |||||||
2019 | — | |||||||
2020 and thereafter | — | |||||||
| | | | | ||||
Total | $ | 2,918 | ||||||
| | | | | ||||
| | | | | ||||
LEASES_Tables
LEASES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
LEASES | |||||||||||
Schedule of cost basis and accumulated depreciation of assets recorded under capital leases, which are included in property and equipment | |||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Cost | $ | 2,892 | $ | 2,892 | |||||||
Accumulated depreciation | (1,081 | ) | (571 | ) | |||||||
| | | | | | | | ||||
Net book value | $ | 1,811 | $ | 2,321 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of future minimum annual lease payments under capital leases and operating leases | |||||||||||
Capital | Operating | Total | |||||||||
Leases | Leases | ||||||||||
2015 | $ | 806 | $ | 3,252 | $ | 4,058 | |||||
2016 | 435 | 3,237 | 3,672 | ||||||||
2017 | — | 3,129 | 3,129 | ||||||||
2018 | — | 2,991 | 2,991 | ||||||||
2019 | — | 2,741 | 2,741 | ||||||||
2020 and thereafter | — | 15,168 | 15,168 | ||||||||
| | | | | | | | | | | |
Total | 1,241 | $ | 30,518 | $ | 31,759 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Less—portion representing interest at a weighted average annual rate of 5.0% | (48 | ) | |||||||||
| | | | | | | | | | | |
Principal | 1,193 | ||||||||||
Less—current portion | (766 | ) | |||||||||
| | | | | | | | | | | |
Capital lease obligations, noncurrent portion | $ | 427 | |||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
Schedule of the fair values of the Company's financial assets | ||||||||||||||
December 31, 2014 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Assets measured on a recurring basis: | ||||||||||||||
Municipal bonds and money market funds | $ | — | $ | 11,429 | $ | — | $ | 11,429 | ||||||
Assets measured on a nonrecurring basis: | ||||||||||||||
Clintonville, WI facility | — | — | 738 | 738 | ||||||||||
Gearing Cicero Ave. facility | — | — | 560 | 560 | ||||||||||
| | | | | | | | | | | | | | |
Total assets at fair value | $ | — | $ | 11,429 | $ | 1,298 | $ | 12,727 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
December 31, 2013 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Assets measured on a recurring basis: | ||||||||||||||
Municipal bonds and money market funds | $ | — | $ | 14,058 | $ | — | $ | 14,058 | ||||||
Assets measured on a nonrecurring basis: | ||||||||||||||
Gearing equipment | — | — | 1,149 | 1,149 | ||||||||||
Clintonville, WI facility | — | — | 821 | 821 | ||||||||||
Gearing Cicero Ave. facility | — | — | 560 | 560 | ||||||||||
| | | | | | | | | | | | | | |
Total assets at fair value | $ | — | $ | 14,058 | $ | 2,530 | $ | 16,588 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
INCOME TAXES | |||||||||||
Schedule of components of provision for income taxes | |||||||||||
For the Years Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current provision | |||||||||||
Federal | $ | — | $ | — | $ | — | |||||
Foreign | — | — | — | ||||||||
State | (232 | ) | 72 | 26 | |||||||
| | | | | | | | | | | |
Total current (benefit) provision | (232 | ) | 72 | 26 | |||||||
| | | | | | | | | | | |
Deferred credit | |||||||||||
Federal | (278 | ) | (2,844 | ) | (5,882 | ) | |||||
State | 1,300 | (585 | ) | (386 | ) | ||||||
| | | | | | | | | | | |
Total deferred credit | 1,022 | (3,429 | ) | (6,268 | ) | ||||||
| | | | | | | | | | | |
Increase in deferred tax valuation allowance | (1,022 | ) | 3,429 | 6,268 | |||||||
| | | | | | | | | | | |
Total provision (benefit) for income taxes | $ | (232 | ) | $ | 72 | $ | 26 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of tax effects of the temporary differences and NOL's that give rise to significant portions of deferred tax assets and liabilities | |||||||||||
As of December 31, | |||||||||||
2014 | 2013 | ||||||||||
Current deferred income tax assets: | |||||||||||
Accrual and reserves | $ | 5,607 | $ | 5,231 | |||||||
| | | | | | | | ||||
Total current deferred tax assets | 5,607 | 5,231 | |||||||||
Valuation allowance | (5,607 | ) | (5,231 | ) | |||||||
| | | | | | | | ||||
Current deferred tax assets, net of valuation allowance | — | — | |||||||||
Noncurrent deferred income tax assets: | |||||||||||
Net operating loss carryforwards | $ | 68,685 | $ | 66,905 | |||||||
Intangible assets | 26,315 | 30,445 | |||||||||
Other | 87 | 182 | |||||||||
| | | | | | | | ||||
Total noncurrent deferred tax assets | 95,087 | 97,532 | |||||||||
Valuation allowance | (94,161 | ) | (95,559 | ) | |||||||
| | | | | | | | ||||
Noncurrent deferred tax assets, net of valuation allowance | 926 | 1,973 | |||||||||
Noncurrent deferred income tax liabilities: | |||||||||||
Fixed assets | $ | (926 | ) | $ | (1,973 | ) | |||||
Intangible assets | — | — | |||||||||
| | | | | | | | ||||
Total noncurrent deferred tax liabilities | (926 | ) | (1,973 | ) | |||||||
| | | | | | | | ||||
Net deferred income tax liability | $ | — | $ | — | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of reconciliation of the beginning and ending amounts of the valuation | |||||||||||
Valuation allowance as of December 31, 2013 | $ | (100,790 | ) | ||||||||
Gross increase for current year activity | 1,022 | ||||||||||
| | | | | |||||||
Valuation allowance as of December 31, 2014 | $ | (99,768 | ) | ||||||||
| | | | | |||||||
| | | | | |||||||
Schedule of reconciliation between the statutory U.S. federal income tax rate and the Company's effective income tax rate | |||||||||||
For the Year Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Statutory U.S. federal income tax rate | 34 | % | 34 | % | 34 | % | |||||
State and local income taxes, net of federal income tax benefit | 1.5 | 3.4 | 1.3 | ||||||||
Permanent differences | (9.8 | ) | (6.0 | ) | (1.3 | ) | |||||
Change in valuation allowance | (24.5 | ) | (31.9 | ) | (34.1 | ) | |||||
Change in uncertain tax positions | 2.7 | (0.3 | ) | (0.1 | ) | ||||||
Other | (0.3 | ) | 0.1 | 0.1 | |||||||
| | | | | | | | | | | |
Effective income tax rate | 3.6 | % | (0.7 | )% | (0.1 | )% | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of changes in the Company's uncertain income tax positions | |||||||||||
For the Year | |||||||||||
Ended | |||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Beginning balance | $ | 286 | $ | 286 | |||||||
Tax positions related to current year: | |||||||||||
Additions | — | — | |||||||||
Reductions | — | — | |||||||||
| | | | | | | | ||||
— | — | ||||||||||
Tax positions related to prior years: | |||||||||||
Additions | — | — | |||||||||
Reductions | — | — | |||||||||
Settlements | (192 | ) | — | ||||||||
Lapses in statutes of limitations | (13 | ) | — | ||||||||
Additions from current year acquisitions | — | — | |||||||||
| | | | | | | | ||||
(205 | ) | — | |||||||||
| | | | | | | | ||||
Ending balance | $ | 81 | $ | 286 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
SHARE-BASED COMPENSATION | ||||||||||||||||
Schedule of stock option activity | ||||||||||||||||
Options | Weighted Average | Weighted Average | Aggregate Intrinsic | |||||||||||||
Exercise Price | Remaining | Value | ||||||||||||||
Contractual Term | (in thousands) | |||||||||||||||
Outstanding as of December 31, 2011 | 127,505 | $ | 60.1 | |||||||||||||
| | | | | | | | | | | | | | |||
Granted | 164,997 | 3.39 | ||||||||||||||
Exercised | — | — | ||||||||||||||
Forfeited | (6,047 | ) | 89.61 | |||||||||||||
Cancelled | — | — | ||||||||||||||
| | | | | | | | | | | | | | |||
Outstanding as of December 31, 2012 | 286,455 | $ | 26.8 | |||||||||||||
| | | | | | | | | | | | | | |||
Granted | — | — | ||||||||||||||
Exercised | (5,400 | ) | ||||||||||||||
Forfeited | (59,241 | ) | 12.81 | |||||||||||||
Cancelled | (14,039 | ) | 103.43 | |||||||||||||
| | | | | | | | | | | | | | |||
Outstanding as of December 31, 2013 | 207,775 | $ | 26.22 | |||||||||||||
| | | | | | | | | | | | | | |||
Granted | — | — | ||||||||||||||
Exercised | (2,863 | ) | 3.39 | |||||||||||||
Forfeited | (9,624 | ) | 5.12 | |||||||||||||
Cancelled | (36,570 | ) | 75.12 | |||||||||||||
| | | | | | | | | | | | | | |||
Outstanding as of December 31, 2014 | 158,718 | $ | 16.64 | 6.62 | $ | 201 | ||||||||||
| | | | | | | | | | | | | | |||
Exercisable as of December 31, 2014 | 104,083 | $ | 23.19 | 6.28 | $ | 101 | ||||||||||
| | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | |||
Summary of information with respect to all outstanding and exercisable stock options | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Exercise Price or Range | Number of options | Weighted Average | Weighted Average | Number | Weighted Average | |||||||||||
outstanding | Exercise Price | Remaining | Exercisable | Exercise Price | ||||||||||||
Contractual Term | ||||||||||||||||
$3.40 - $13.50 | 115,845 | $ | 4.69 | 7.2 years | 61,648 | $ | 5.23 | |||||||||
$14.20 - $54.40 | 29,073 | 24.26 | 5.8 years | 28,635 | 24.40 | |||||||||||
$80.00 - $128.50 | 13,800 | 100.92 | 3.5 years | 13,800 | 100.92 | |||||||||||
| | | | | | | | | | | | | | | | |
158,718 | $ | 16.64 | 6.6 years | 104,083 | $ | 23.19 | ||||||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Schedule of RSU activity | ||||||||||||||||
Number of Shares | Weighted Average | |||||||||||||||
Grant-Date Fair Value | ||||||||||||||||
Per Share | ||||||||||||||||
Outstanding as of December 31, 2011 | 364,600 | $ | 13.16 | |||||||||||||
| | | | | | | | |||||||||
Granted | 515,070 | $ | 3.08 | |||||||||||||
Vested | (50,549 | ) | $ | 21.72 | ||||||||||||
Forfeited | (67,459 | ) | $ | 10.48 | ||||||||||||
| | | | | | | | |||||||||
Outstanding as of December 31, 2012 | 761,662 | $ | 6.01 | |||||||||||||
| | | | | | | | |||||||||
| | | | | | | | |||||||||
Granted | 463,218 | $ | 3.68 | |||||||||||||
Vested | (326,643 | ) | $ | 6.6 | ||||||||||||
Forfeited | (227,899 | ) | $ | 4.72 | ||||||||||||
| | | | | | | | |||||||||
Outstanding as of December 31, 2013 | 670,338 | $ | 4.47 | |||||||||||||
| | | | | | | | |||||||||
| | | | | | | | |||||||||
Granted | 198,541 | $ | 9.15 | |||||||||||||
Vested | (279,415 | ) | $ | 5.1 | ||||||||||||
Forfeited | (74,426 | ) | $ | 5.51 | ||||||||||||
| | | | | | | | |||||||||
Outstanding as of December 31, 2014 | 515,038 | $ | 5.78 | |||||||||||||
| | | | | | | | |||||||||
| | | | | | | | |||||||||
Schedule of share-based compensation expense, net of taxes withheld | ||||||||||||||||
For the Years Ended | ||||||||||||||||
December 31, | ||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||
Share-based compensation expense : | ||||||||||||||||
Cost of sales | $ | 159 | $ | 228 | $ | — | ||||||||||
Selling, general and administrative | 728 | 1,593 | 2,833 | |||||||||||||
Income tax benefit(1) | — | — | — | |||||||||||||
| | | | | | | | | | | ||||||
Net effect of share-based compensation expense on net loss | $ | 887 | $ | 1,821 | $ | 2,833 | ||||||||||
| | | | | | | | | | | ||||||
| | | | | | | | | | | ||||||
Reduction in earnings per share: | ||||||||||||||||
Basic and diluted earnings per share(2) | $ | 0.06 | $ | 0.13 | $ | 0.20 | ||||||||||
-1 | Income tax benefit is not illustrated because the Company is currently operating at a loss and an actual income tax benefit was not realized for the years ended December 31, 2014, 2013 and 2012. The result of the loss situation creates a timing difference, resulting in a deferred tax asset, which is fully reserved for in the valuation allowance. | |||||||||||||||
-2 | Diluted earnings per share for the years ended December 31, 2014, 2013 and 2012 does not include common stock equivalents due to their anti-dilutive nature as a result of the Company's net losses for these respective periods. Accordingly, basic earnings per share and diluted earnings per share are identical for all periods presented. | |||||||||||||||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
SEGMENT REPORTING | ||||||||||||||||||||
Schedule of financial information by reportable segment | ||||||||||||||||||||
Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | |||||||||||||||
Weldments | ||||||||||||||||||||
2014:00:00 | ||||||||||||||||||||
Revenues from external customers | $ | 184,464 | $ | 41,365 | $ | 15,439 | $ | — | $ | — | $ | 241,268 | ||||||||
Intersegment revenues(1) | 440 | 888 | 121 | — | (1,449 | ) | — | |||||||||||||
Net revenues | 184,904 | 42,253 | 15,560 | — | (1,449 | ) | 241,268 | |||||||||||||
Operating profit (loss) | 18,065 | (9,423 | ) | (4,493 | ) | (10,115 | ) | 32 | (5,934 | ) | ||||||||||
Depreciation and amortization | 3,993 | 6,816 | 1,239 | 135 | — | 12,183 | ||||||||||||||
Capital expenditures | 4,118 | 1,814 | 207 | 365 | — | 6,504 | ||||||||||||||
Assets held for sale | 738 | — | — | — | — | 738 | ||||||||||||||
Total assets | 51,429 | 50,238 | 10,884 | 297,754 | (263,688 | ) | 146,617 | |||||||||||||
Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | |||||||||||||||
Weldments | ||||||||||||||||||||
2013:00:00 | ||||||||||||||||||||
Revenues from external customers | $ | 159,269 | $ | 39,213 | $ | 17,228 | $ | — | $ | 215,710 | ||||||||||
Intersegment revenues(1) | 209 | 3,937 | 15 | — | (4,161 | ) | — | |||||||||||||
Net revenues | 159,478 | 43,150 | 17,243 | — | (4,161 | ) | 215,710 | |||||||||||||
Operating profit (loss) | 19,550 | (17,916 | ) | (4,721 | ) | (10,192 | ) | 69 | (13,210 | ) | ||||||||||
Depreciation and amortization | 3,872 | 9,535 | 1,398 | 51 | — | 14,856 | ||||||||||||||
Capital expenditures | 1,811 | 4,262 | 301 | 576 | — | 6,950 | ||||||||||||||
Assets held for sale | 821 | 1,149 | — | — | — | 1,970 | ||||||||||||||
Total assets | 52,755 | 67,357 | 14,800 | 300,835 | (272,051 | ) | 163,694 | |||||||||||||
Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | |||||||||||||||
Weldments | ||||||||||||||||||||
2012:00:00 | ||||||||||||||||||||
Revenues from external customers | $ | 135,221 | $ | 53,566 | $ | 21,920 | $ | — | $ | — | $ | 210,707 | ||||||||
Intersegment revenues(1) | — | 2,094 | 186 | — | (2,280 | ) | — | |||||||||||||
Net revenues | 135,221 | 55,660 | 22,106 | — | (2,280 | ) | 210,707 | |||||||||||||
Operating profit (loss) | 2,766 | (7,626 | ) | (4,185 | ) | (8,260 | ) | 8 | (17,297 | ) | ||||||||||
Depreciation and amortization | 3,676 | 10,955 | 1,841 | 65 | — | 16,537 | ||||||||||||||
Capital expenditures | 629 | 3,175 | 1,307 | 627 | — | 5,738 | ||||||||||||||
Assets held for sale | 8,042 | — | — | — | — | 8,042 | ||||||||||||||
Total assets | 58,843 | 71,371 | 13,976 | 308,336 | (309,616 | ) | 142,910 | |||||||||||||
-1 | Intersegment revenues primarily consist of sales from Gearing to Services. Sales from Gearing to Services totaled $888, $3,937 and $2,094 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||
RESTRUCTURING_Tables
RESTRUCTURING (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
RESTRUCTURING | |||||||||||||||||
Schedule of total net restructuring charges | |||||||||||||||||
2011 | 2012 | 2013 | 2014 | Total | |||||||||||||
Actual | Actual | Actual | Actual | Incurred | |||||||||||||
Restructuring charges: | |||||||||||||||||
Capital expenditures | $ | 5 | $ | 2,596 | $ | 2,352 | $ | 674 | $ | 5,627 | |||||||
Gain on sale of Brandon Facility | — | — | (3,585 | ) | — | (3,585 | ) | ||||||||||
Accelerated depreciation | — | 819 | 898 | — | 1,717 | ||||||||||||
Severance | 430 | — | 435 | — | 865 | ||||||||||||
Impairment charges | — | — | 2,365 | — | 2,365 | ||||||||||||
Moving and other exit-related costs | 439 | 1,677 | 3,085 | 1,479 | 6,680 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total | 874 | 5,092 | 5,550 | 2,153 | 13,669 | ||||||||||||
Schedule of total restructuring charges incurred to date and the total expected restructuring charges | |||||||||||||||||
2011 | 2012 | 2013 | 2014 | Total | |||||||||||||
Actual | Actual | Actual | Actual | Incurred | |||||||||||||
Capital expenditures: | |||||||||||||||||
Gearing | $ | 5 | $ | 2,072 | $ | 2,075 | $ | 674 | $ | 4,826 | |||||||
Corporate | — | 524 | 277 | — | 801 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total capital expenditures | 5 | 2,596 | 2,352 | 674 | 5,627 | ||||||||||||
Cash expenses: | |||||||||||||||||
Cost of sales: | |||||||||||||||||
Gearing | 131 | 308 | 2,176 | 1,281 | 3,896 | ||||||||||||
Services | — | 225 | 234 | — | 459 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total cost of sales | 131 | 533 | 2,410 | 1,281 | 4,355 | ||||||||||||
Selling, general, and administrative expenses: | |||||||||||||||||
Towers and Weldments | — | 130 | 176 | 47 | 353 | ||||||||||||
Gearing | 35 | 520 | 451 | 186 | 1,192 | ||||||||||||
Services | — | 40 | — | — | 40 | ||||||||||||
Corporate | 406 | 49 | 462 | — | 917 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total selling, general and administrative expenses | 441 | 739 | 1,089 | 233 | 2,502 | ||||||||||||
Other—Towers and Weldments gain on Brandon Facility: | (3,585 | (3,585 | |||||||||||||||
— | — | ) | — | ) | |||||||||||||
Non-cash expenses: | |||||||||||||||||
Towers and Weldments | — | — | 291 | 84 | 375 | ||||||||||||
Gearing | 247 | 1,166 | 3,008 | (119 | ) | 4,302 | |||||||||||
Services | — | 58 | (15 | ) | — | 43 | |||||||||||
Corporate | 50 | — | — | — | 50 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total non-cash expenses | 297 | 1,224 | 3,284 | (35 | ) | 4,770 | |||||||||||
| | | | | | | | | | | | | | | | | |
Grand total | $ | 874 | $ | 5,092 | $ | 5,550 | $ | 2,153 | $ | 13,669 | |||||||
QUARTERLY_FINANCIAL_SUMMARY_UN1
QUARTERLY FINANCIAL SUMMARY (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
QUARTERLY FINANCIAL SUMMARY (UNAUDITED) | ||||||||||||||
Summary of selected financial results of operations | ||||||||||||||
2014 | First | Second | Third | Fourth | ||||||||||
Revenues | $ | 58,800 | $ | 68,381 | $ | 60,289 | $ | 53,798 | ||||||
Gross profit (loss) | 5,093 | 8,631 | 3,858 | (92 | ) | |||||||||
Operating profit (loss) | (995 | ) | 2,101 | (1,811 | ) | (5,229 | ) | |||||||
(Loss) income from continuing operations, net of tax | (1,043 | ) | 1,860 | (1,814 | ) | (5,171 | ) | |||||||
Net (loss) income | (1,043 | ) | 1,860 | (1,814 | ) | (5,171 | ) | |||||||
(Loss) income from continuing operations per share: | ||||||||||||||
Basic | (0.07 | ) | 0.13 | (0.12 | ) | (0.35 | ) | |||||||
Diluted | (0.07 | ) | 0.12 | (0.12 | ) | (0.35 | ) | |||||||
Net (loss) income per share: | ||||||||||||||
Basic | (0.07 | ) | 0.13 | (0.12 | ) | (0.35 | ) | |||||||
Diluted | $ | (0.07 | ) | $ | 0.12 | $ | (0.12 | ) | $ | (0.35 | ) | |||
2013 | First | Second | Third | Fourth | ||||||||||
Revenues | $ | 45,506 | $ | 52,945 | $ | 60,862 | $ | 56,397 | ||||||
Gross profit (loss) | 2,170 | 3,401 | 4,618 | 2,156 | ||||||||||
Operating profit (loss) | (4,484 | ) | (2,488 | ) | (2,288 | ) | (3,950 | ) | ||||||
Loss from continuing operations, net of tax | (4,549 | ) | 404 | (2,498 | ) | (3,746 | ) | |||||||
Net loss | (4,759 | ) | 404 | (2,398 | ) | (3,746 | ) | |||||||
Loss from continuing operations per share: | ||||||||||||||
Basic and Diluted | (0.32 | ) | 0.03 | (0.18 | ) | (0.25 | ) | |||||||
Net loss per share: | ||||||||||||||
Basic and Diluted | $ | (0.33 | ) | $ | 0.03 | $ | (0.17 | ) | $ | (0.26 | ) | |||
DESCRIPTION_OF_BUSINESS_AND_SU3
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)-10k (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
item | ||||
Description of Business | ||||
Number of reportable segments | 3 | |||
Liquidity | ||||
Cash and cash equivalents and short-term investments | $20,173 | $26,079 | ||
Debt and capital leases | 4,111 | |||
Minimum period for which liquidity needs will be met from current cash resources and cash to be generated from operations over the next twelve months | 12 months | |||
Obligation to make principal payments on outstanding debt during the next twelve months | 268 | |||
Cash and Cash Equivalents and Short-Term Investments | ||||
Cash and cash equivalents | 12,149 | 24,936 | 516 | 13,340 |
Short-term investments | 8,024 | 1,143 | ||
Interest income | 21 | 8 | 5 | |
Restricted Cash | ||||
Restricted cash | 83 | 83 | ||
Cost of Sales | ||||
Freight out included in selling, general and administrative expenses | $0 | $0 | $0 | |
Tower and Weldments | ||||
BASIS OF PRESENTATION | ||||
Number of facilities | 2 | 2 | ||
New Markets Tax Credit Transaction | ||||
Principles of Consolidation and Basis of Presentation | ||||
Number of VIE's | 2 | |||
Minimum | Tower and Weldments | ||||
BASIS OF PRESENTATION | ||||
Power generating capacity of turbines that towers produced annually can support (in megawatts) | 1,000 | |||
Maximum | Tower and Weldments | ||||
BASIS OF PRESENTATION | ||||
Annual tower production capacity (in towers) | 500 |
DESCRIPTION_OF_BUSINESS_AND_SU4
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 12 Months Ended | 24 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
item | ||||
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Number of days for evaluating significant balances for credit risk | 30 days | |||
Accounts Receivable | ||||
Number of largest customers | 5 | |||
Allowance for Doubtful Accounts | ||||
Bad debt expense | $81 | $107 | $136 | |
Property and Equipment | ||||
Depreciation & amortization expense | 12,183 | 12,410 | 13,919 | |
Interest cost capitalized | $0 | $0 | ||
Consolidated revenues | Customer concentration | ||||
Accounts Receivable | ||||
Concentration risk (as a percent) | 87.00% | 83.00% | ||
Outstanding A/R balances | Customer concentration | ||||
Accounts Receivable | ||||
Concentration risk (as a percent) | 80.00% | 63.00% |
DESCRIPTION_OF_BUSINESS_AND_SU5
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Warranty Liability | |||
Obligation to specific customer causing warranty liabilities increase | $371 | ||
Changes in the carrying amount of the total product warranty liability | |||
Balance at beginning of year | 457 | 707 | 983 |
Warranty expense | 955 | -183 | 52 |
Warranty claims | -214 | -67 | -195 |
Other adjustments | -133 | ||
Balance at end of year | $1,198 | $457 | $707 |
Minimum | |||
Warranty Liability | |||
Term of warranty | 1 year | ||
Maximum | |||
Warranty Liability | |||
Term of warranty | 5 years |
EARNINGS_PER_SHARE_Details10K
EARNINGS PER SHARE (Details)-10K (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basic earnings per share calculation: | |||||||||||
Net loss to common stockholders | ($5,171) | ($1,814) | $1,860 | ($1,043) | ($3,746) | ($2,398) | $404 | ($4,759) | ($6,168) | ($10,499) | ($17,907) |
Weighted average number of common shares outstanding | 14,715,000 | 14,457,000 | 14,058,000 | ||||||||
Basic net loss per share (in dollars per share) | ($0.35) | ($0.12) | $0.13 | ($0.07) | ($0.42) | ($0.73) | ($1.27) | ||||
Diluted earnings per share calculation: | |||||||||||
Net loss to common stockholders | ($6,168) | ($10,499) | ($17,907) | ||||||||
Weighted average number of common shares outstanding | 14,715,000 | 14,457,000 | 14,058,000 | ||||||||
Weighted average number of common shares outstanding | 14,715,000 | 14,457,000 | 14,058,000 | ||||||||
Diluted net loss per share (in dollars per share) | ($0.35) | ($0.12) | $0.12 | ($0.07) | ($0.42) | ($0.73) | ($1.27) | ||||
Stock options and restricted stock units granted and outstanding excluded from the computation of diluted earnings per share, due to the anti-dilutive effect (in shares) | 673,756 | 878,113 | 1,048,117 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2011 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 |
Results of operations, which are reflected as discontinued operations | |||||
Loss from discontinued operations | ($110) | ||||
Badger | |||||
DISCONTINUED OPERATIONS | |||||
Noncash proceeds from sale in the form of a secured promissory note | 1,500 | ||||
Discontinued operations charge | 210 | ||||
Secured promissory note receivable, net | 150 | 150 | |||
Gain on discontinued operations | 100 | ||||
Secured promissory note receivable past due | 860 | ||||
Results of operations, which are reflected as discontinued operations | |||||
Loss before provision (benefit) for income taxes | -110 | ||||
Loss from discontinued operations | ($110) |
CASH_AND_CASH_EQUIVALENTS_AND_2
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Cash and cash equivalents and short-term investments | ||||
Total cash and cash equivalents | $12,149 | $24,936 | $516 | $13,340 |
Short-term investments (available-for-sale) | 8,024 | 1,143 | ||
Total cash and cash equivalents and short-term investments | 20,173 | 26,079 | ||
Cash | ||||
Cash and cash equivalents and short-term investments | ||||
Total cash and cash equivalents | 8,744 | 12,021 | ||
Money market funds | ||||
Cash and cash equivalents and short-term investments | ||||
Total cash and cash equivalents | 877 | 7,423 | ||
Municipal bonds | ||||
Cash and cash equivalents and short-term investments | ||||
Total cash and cash equivalents | 2,528 | 5,492 | ||
Short-term investments (available-for-sale) | $8,024 | $1,143 |
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT2
ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Activity in the accounts receivable allowance from continuing operations | |||
Balance at beginning of year | $17 | $453 | $438 |
Bad debt expense | 81 | 107 | 136 |
Write-offs | -8 | -543 | -121 |
Other adjustments | -8 | ||
Balance at end of year | $82 | $17 | $453 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
INVENTORIES | ||
Raw materials | $21,385 | $21,859 |
Work-in-process | 9,565 | 11,212 |
Finished goods | 6,769 | 6,381 |
Gross inventories | 37,719 | 39,452 |
Less: Inventory Reserve | -2,798 | -2,309 |
Net inventories | $34,921 | $37,143 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $144,261 | $139,999 | $144,261 |
Less-accumulated depreciation and amortization | -81,309 | -70,922 | -81,309 |
Property and equipment, net | 62,952 | 69,077 | 62,952 |
Impairment charge recorded to reduce the carrying value of assets to fair value | 84 | 2,365 | |
Gearing | |||
PROPERTY AND EQUIPMENT | |||
Impairment charge recorded to reduce the carrying value of assets to fair value | 0 | ||
Services | |||
PROPERTY AND EQUIPMENT | |||
Impairment charge recorded to reduce the carrying value of assets to fair value | 0 | ||
Land | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 2,002 | 1,838 | 2,002 |
Buildings | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 21,218 | 21,218 | 21,218 |
Life | 39 years | ||
Machinery and equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 106,436 | 100,714 | 106,436 |
Machinery and equipment | Minimum | |||
PROPERTY AND EQUIPMENT | |||
Life | 2 years | ||
Machinery and equipment | Maximum | |||
PROPERTY AND EQUIPMENT | |||
Life | 10 years | ||
Office furniture and equipment | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 3,574 | 3,194 | 3,574 |
Office furniture and equipment | Minimum | |||
PROPERTY AND EQUIPMENT | |||
Life | 3 years | ||
Office furniture and equipment | Maximum | |||
PROPERTY AND EQUIPMENT | |||
Life | 7 years | ||
Leasehold improvements | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | 9,583 | 4,540 | 9,583 |
Construction in progress | |||
PROPERTY AND EQUIPMENT | |||
Property and equipment, gross | $1,448 | $8,495 | $1,448 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
INTANGIBLE ASSETS | |||
Cost Basis | $11,978 | $11,978 | |
Accumulated Amortization | -6,519 | -6,075 | |
Net Book Value | 5,459 | 5,903 | |
Weighted Average Amortization Period | 15 years 9 months 18 days | 15 years 9 months 18 days | |
Impairment of assets | 0 | ||
Amortization expense | 444 | 1,552 | 1,759 |
Estimated future amortization expense | |||
2015 | 444 | ||
2016 | 444 | ||
2017 | 444 | ||
2018 | 444 | ||
2019 | 444 | ||
2020 and thereafter | 3,239 | ||
Net Book Value | 5,459 | 5,903 | |
Minimum | |||
INTANGIBLE ASSETS | |||
Weighted Average Amortization Period | 10 years | ||
Maximum | |||
INTANGIBLE ASSETS | |||
Weighted Average Amortization Period | 20 years | ||
Customer relationships | |||
INTANGIBLE ASSETS | |||
Cost Basis | 3,979 | 3,979 | |
Accumulated Amortization | -3,639 | -3,595 | |
Net Book Value | 340 | 384 | |
Weighted Average Amortization Period | 7 years 2 months 12 days | 7 years 2 months 12 days | |
Estimated future amortization expense | |||
Net Book Value | 340 | 384 | |
Trade names | |||
INTANGIBLE ASSETS | |||
Cost Basis | 7,999 | 7,999 | |
Accumulated Amortization | -2,880 | -2,480 | |
Net Book Value | 5,119 | 5,519 | |
Weighted Average Amortization Period | 20 years | 20 years | |
Estimated future amortization expense | |||
Net Book Value | $5,119 | $5,519 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
ACCRUED LIABILITIES | ||||
Accrued payroll and benefits | $3,316 | $5,144 | ||
Accrued property taxes | 86 | 143 | ||
Income taxes payable | 198 | 493 | ||
Accrued professional fees | 126 | 36 | ||
Accrued warranty liability | 1,198 | 457 | 707 | 983 |
Accured regulatory settlement | 2,066 | |||
Accrued environmental reserve | 513 | 500 | ||
Accrued self-insurance reserve | 1,411 | 803 | ||
Accrued other | 639 | 539 | ||
Total accrued liabilities | $9,553 | $8,115 |
DEBT_AND_CREDIT_AGREEMENTS_Det
DEBT AND CREDIT AGREEMENTS (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Aug. 23, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Credit Facilities | |||
Long-term debt, gross | $2,918 | ||
Less-Current portion | -268 | -201 | |
Long-term debt, net of current maturities | 2,650 | 2,755 | |
Future annual principal payments | |||
2015 | 268 | ||
2016 | 50 | ||
2018 | 2,600 | ||
Long-term debt, gross | 2,918 | ||
New Markets Tax Credit Transaction | |||
Credit Facilities | |||
Long-term debt, net of current maturities | 2,600 | ||
Credit facility | |||
Future annual principal payments | |||
Line of credit facilities, term of credit agreements | 3 years | ||
Maximum borrowing capacity of the face value of eligible A/R (as a percent) | 85.00% | ||
Maximum percentage of book value of inventories that may be financed | 50.00% | ||
Variable rate basis | one month LIBOR | ||
Interest rate margin (as a percent) | 4.25% | ||
Annual unused line fee (as a percent) | 0.50% | ||
Outstanding indebtedness under the Credit Facility | 0 | ||
Current borrowing capacity | 14,452 | ||
Interest rate (as a percent) | 5.25% | ||
Credit facility | Minimum | |||
Future annual principal payments | |||
Interest rate (as a percent) | 5.25% | ||
Term loans and notes payable | |||
Credit Facilities | |||
Long-term debt, gross | 2,918 | 2,956 | |
Future annual principal payments | |||
Long-term debt, gross | 2,918 | 2,956 | |
Other term loans | |||
Future annual principal payments | |||
Amount outstanding | $318 |
LEASES_Details
LEASES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
LEASES | |||
Rental expense | $3,333 | $3,278 | $3,824 |
Minimum | |||
LEASES | |||
Operating lease term | 3 years | ||
Maximum | |||
LEASES | |||
Operating lease term | 15 years |
LEASES_Details_2
LEASES (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cost basis and accumulated depreciation of assets recorded under capital leases | |||
Depreciation expense recorded under capital leases | $12,183 | $12,410 | $13,919 |
Capital Leases | |||
2015 | 806 | ||
2016 | 435 | ||
Total future minimum lease payments | 1,241 | ||
Less-portion representing interest at a weighted average annual rate of 5.0% | -48 | ||
Principal | 1,193 | ||
Less-current portion | -766 | -933 | |
Capital lease obligations, noncurrent portion | 427 | 1,193 | |
Weighted average annual interest rate (as a percent) | 5.00% | ||
Operating Leases | |||
2015 | 3,252 | ||
2016 | 3,237 | ||
2017 | 3,129 | ||
2018 | 2,991 | ||
2019 | 2,741 | ||
2020 and thereafter | 15,168 | ||
Total future minimum lease payments | 30,518 | ||
Total | |||
2015 | 4,058 | ||
2016 | 3,672 | ||
2017 | 3,129 | ||
2018 | 2,991 | ||
2019 | 2,741 | ||
2020 and thereafter | 15,168 | ||
Future minimum lease payments | 31,759 | ||
Capital leases | |||
Cost basis and accumulated depreciation of assets recorded under capital leases | |||
Cost | 2,892 | 2,892 | |
Accumulated depreciation | -1,081 | -571 | |
Net book value | 1,811 | 2,321 | |
Depreciation expense recorded under capital leases | $362 | $801 | $687 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2012 |
Environmental Compliance and Remediation Liabilities | |||
Accrual for Environmental Loss Contingencies | $513 | $513 | $352 |
Accrual for Environmental Loss Contingencies, Provision for New Losses | 258 | ||
Liquidated Damages | |||
Liquidated damages | 1,200 | ||
Reserve for liquidated damages | $0 | $0 | |
Minimum | |||
Warranty Liability | |||
Term of warranty | 1 year | ||
Maximum | |||
Warranty Liability | |||
Term of warranty | 5 years |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details 2) (Total Company Employees, Coverage under collective bargaining agreements) | 12 Months Ended |
Dec. 31, 2014 | |
agreement | |
Total Company Employees | Coverage under collective bargaining agreements | |
Collective bargaining agreements | |
Percentage of company's employees covered | 15.00% |
Number of agreements | 2 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 20, 2011 |
Workers' Compensation Reserves | |||
Amount accrued for self-insured workers' compensation claims | $1,411 | $803 | |
New Markets Tax Credit Transaction | |||
New Markets Tax Credit program | |||
Future tax credit that can be generated | 3,900 | ||
Tax credit period | 7 years | ||
Period which facility must operate and be in compliance | 7 years | ||
Amount of tax credits for which the Company may be liable | 3,900 | ||
New Markets Tax Credit Transaction | Broadwind Services, LLC | |||
New Markets Tax Credit program | |||
Gross loan from AMCREF to Broadwind Services | $10,000 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 12 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
FAIR VALUE MEASUREMENTS | |||||
Municipal bonds and money market funds | $20,173 | $26,079 | $20,173 | $26,079 | |
Impairment charge recorded to reduce the carrying value of assets to fair value | 84 | 2,365 | |||
Gearing | |||||
FAIR VALUE MEASUREMENTS | |||||
Impairment to identifiable intangible assets | 0 | ||||
Impairment charge recorded to reduce the carrying value of assets to fair value | 0 | ||||
Services | |||||
FAIR VALUE MEASUREMENTS | |||||
Impairment charge recorded to reduce the carrying value of assets to fair value | 0 | ||||
Level 2 | |||||
FAIR VALUE MEASUREMENTS | |||||
Total assets at fair value | 11,429 | 11,429 | |||
Level 3 | |||||
FAIR VALUE MEASUREMENTS | |||||
Total assets at fair value | 1,298 | 1,298 | |||
Total | |||||
FAIR VALUE MEASUREMENTS | |||||
Total assets at fair value | 12,727 | 12,727 | |||
Recurring | Level 2 | |||||
FAIR VALUE MEASUREMENTS | |||||
Total assets at fair value | 14,058 | 14,058 | |||
Recurring | Level 2 | Municipal bonds and money market funds | |||||
FAIR VALUE MEASUREMENTS | |||||
Municipal bonds and money market funds | 11,429 | 14,058 | 11,429 | 14,058 | |
Recurring | Level 3 | |||||
FAIR VALUE MEASUREMENTS | |||||
Total assets at fair value | 2,530 | 2,530 | |||
Recurring | Total | |||||
FAIR VALUE MEASUREMENTS | |||||
Total assets at fair value | 16,588 | 16,588 | |||
Recurring | Total | Municipal bonds and money market funds | |||||
FAIR VALUE MEASUREMENTS | |||||
Municipal bonds and money market funds | 11,429 | 14,058 | 11,429 | 14,058 | |
Nonrecurring | Certain Gearing segment machinery and equipment | |||||
FAIR VALUE MEASUREMENTS | |||||
Impairment charge recorded to reduce the carrying value of assets to fair value | 345 | ||||
Nonrecurring | Clintonville Facility | |||||
FAIR VALUE MEASUREMENTS | |||||
Impairment charge recorded to reduce the carrying value of assets to fair value | 288 | ||||
Additional asset impairment charges | 83 | ||||
Nonrecurring | Cicero Avenue | |||||
FAIR VALUE MEASUREMENTS | |||||
Impairment charge recorded to reduce the carrying value of assets to fair value | 1,732 | ||||
Nonrecurring | Level 3 | Money market funds | |||||
FAIR VALUE MEASUREMENTS | |||||
Property plant and equipment at fair value | 560 | 560 | |||
Nonrecurring | Level 3 | Certain Gearing segment machinery and equipment | |||||
FAIR VALUE MEASUREMENTS | |||||
Property plant and equipment at fair value | 1,149 | 1,149 | |||
Nonrecurring | Level 3 | Clintonville Facility | |||||
FAIR VALUE MEASUREMENTS | |||||
Property plant and equipment at fair value | 738 | 821 | 738 | 821 | |
Nonrecurring | Level 3 | Cicero Avenue | |||||
FAIR VALUE MEASUREMENTS | |||||
Property plant and equipment at fair value | 560 | 560 | |||
Nonrecurring | Total | Money market funds | |||||
FAIR VALUE MEASUREMENTS | |||||
Property plant and equipment at fair value | 560 | 560 | |||
Nonrecurring | Total | Certain Gearing segment machinery and equipment | |||||
FAIR VALUE MEASUREMENTS | |||||
Property plant and equipment at fair value | 1,149 | 1,149 | |||
Nonrecurring | Total | Clintonville Facility | |||||
FAIR VALUE MEASUREMENTS | |||||
Property plant and equipment at fair value | 738 | 821 | 738 | 821 | |
Nonrecurring | Total | Cicero Avenue | |||||
FAIR VALUE MEASUREMENTS | |||||
Property plant and equipment at fair value | $560 | $560 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current provision | |||
State | ($232) | $72 | $26 |
Total current (benefit) provision | -232 | 72 | 26 |
Deferred credit | |||
Federal | -278 | -2,844 | -5,882 |
State | 1,300 | -585 | -386 |
Total deferred credit | 1,022 | -3,429 | -6,268 |
Increase in deferred tax valuation allowance | -1,022 | 3,429 | 6,268 |
Total provision (benefit) for income taxes | ($232) | $72 | $26 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current deferred income tax assets: | ||
Accrual and reserves | $5,607 | $5,231 |
Total current deferred tax assets | 5,607 | 5,231 |
Valuation allowance | -5,607 | -5,231 |
Noncurrent deferred income tax assets: | ||
Net operating loss carryforwards | 68,685 | 66,905 |
Intangible assets | 26,315 | 30,445 |
Other | 87 | 182 |
Total noncurrent deferred tax assets | 95,087 | 97,532 |
Valuation allowance | -94,161 | -95,559 |
Noncurrent deferred tax assets, net of valuation allowance | 926 | 1,973 |
Noncurrent deferred income tax liabilities: | ||
Fixed assets | -926 | -1,973 |
Total noncurrent deferred tax liabilities | -926 | -1,973 |
Reconciliation of the beginning and ending amounts of the valuation | ||
Valuation allowance at the beginning of the period | -100,790 | |
Gross increase for current year activity | 1,022 | |
Valuation allowance at the end of the period | -99,768 | |
Federal | ||
Operating loss carryforwards | ||
Net operating loss carryforwards | 173,823 | |
State | ||
Operating loss carryforwards | ||
Net operating loss carryforwards | $173,823 |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of the tax (benefit) provision computed at the statutory rate to the effective tax rate | |||
Statutory U.S. federal income tax rate (as a percent) | 34.00% | 34.00% | 34.00% |
State and local income taxes, net of federal income tax benefit (as a percent) | 1.50% | 3.40% | 1.30% |
Permanent differences (as a percent) | -9.80% | -6.00% | -1.30% |
Change in valuation allowance (as a percent) | -24.50% | -31.90% | -34.10% |
Change in uncertain tax positions (as a percent) | 2.70% | -0.30% | -0.10% |
Other (as a percent) | -0.30% | 0.10% | 0.10% |
Effective income tax rate (as a percent) | 3.60% | -0.70% | -0.10% |
Changes in the uncertain income tax positions | |||
Beginning balance | $286 | $286 | |
Tax positions related to prior years: | |||
Settlements | -192 | ||
Lapses in statutes of limitations | -13 | ||
Total | -205 | ||
Ending balance | 81 | 286 | 286 |
Amount of unrecognized tax benefits that would affect the effective tax rate if the tax benefits were recognized | 131 | ||
Penalties and Interest Accrued | $16 | $41 |
INCOME_TAXES_Details_4
INCOME TAXES (Details 4) (USD $) | 12 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Feb. 13, 2013 | Sep. 30, 2014 | Jan. 01, 2014 | Dec. 31, 2012 |
item | ||||||
Rights Plan | ||||||
Unrecognized tax benefits | $286 | $81 | $286 | $286 | ||
Unrecognized tax benefits, including accrued interest and penalties | 495 | |||||
Decrease in unrecognized tax benefits as a result of the expiration of the applicable statutes of limitations within the next twelve months | 63 | |||||
Accrued interest or penalties related to uncertain tax positions recognized | 209 | 118 | ||||
Favorable Tax Impact Member | ||||||
Rights Plan | ||||||
Unrecognized tax benefits, including accrued interest and penalties | $199 | |||||
Series A Junior Participating Preferred Stock | ||||||
Rights Plan | ||||||
Preservation period of tax assets | 3 years | |||||
Number of rights for each outstanding share of common stock | 1 | |||||
Number of preferred share purchase rights for each outstanding share of the company's common stock | 0.001 | |||||
Exercise price (in dollars per right) | $14 | |||||
Series A Junior Participating Preferred Stock | Minimum | ||||||
Rights Plan | ||||||
Threshold percentage of beneficial ownership for significant dilution of ownership interest | 4.90% | |||||
Current beneficial ownership percentage that will not trigger the preferred share purchase rights unless they acquire additional shares | 4.90% | |||||
Series A Junior Participating Preferred Stock | Maximum | ||||||
Rights Plan | ||||||
Beneficial ownership percentage of any person or group, together with its affiliates and associates | 4.90% |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
2007 EIP | |||
SHARE-BASED COMPENSATION | |||
Number of shares of common stock reserved for grants | 691,051 | ||
Common stock issued under share-based compensation plan | 244,334 | ||
2012 EIP | |||
SHARE-BASED COMPENSATION | |||
Number of shares of common stock reserved for grants | 1,200,000 | ||
Common stock issued under share-based compensation plan | 309,079 | ||
Stock Options | |||
SHARE-BASED COMPENSATION | |||
Expiration term | 10 years | ||
Summary of the stock option activity | |||
Outstanding at the beginning of the period (in shares) | 207,775 | 286,455 | 127,505 |
Granted (in shares) | 0 | 164,997 | |
Exercised (in shares) | -2,863 | 5,400 | |
Forfeited (in shares) | -9,624 | -59,241 | -6,047 |
Cancelled (in shares) | -36,570 | -14,039 | |
Outstanding at the end of the period (in shares) | 158,718 | 207,775 | 286,455 |
Exercisable (in shares) | 104,083 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $26.22 | $26.80 | $60.10 |
Granted (in dollars per share) | $3.39 | ||
Exercised (in dollars per share) | $3.39 | ||
Forfeited (in dollars per share) | $5.12 | $12.81 | $89.61 |
Cancelled (in dollars per share) | $75.12 | $103.43 | |
Outstanding at the end of the period (in dollars per share) | $16.64 | $26.22 | $26.80 |
Exercisable (in dollars per share) | $23.19 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding at the end of the period | 6 years 7 months 13 days | ||
Exercisable | 6 years 3 months 11 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period (in dollars) | $201 | ||
Exercisable (in dollars) | $101 | ||
Stock Options | 2007 EIP | |||
SHARE-BASED COMPENSATION | |||
Number of shares reserved | 57,783 | ||
Stock Options | 2012 EIP | |||
SHARE-BASED COMPENSATION | |||
Number of shares reserved | 100,935 | ||
Stock Options | Minimum | |||
SHARE-BASED COMPENSATION | |||
Vesting term | 1 year | ||
Stock Options | Maximum | |||
SHARE-BASED COMPENSATION | |||
Vesting term | 5 years | ||
Restricted stock unit (RSU) | 2007 EIP | |||
SHARE-BASED COMPENSATION | |||
Number of shares reserved | 14,822 | ||
Restricted stock unit (RSU) | 2012 EIP | |||
SHARE-BASED COMPENSATION | |||
Number of shares reserved | 500,216 | ||
Restricted stock unit (RSU) | Minimum | |||
SHARE-BASED COMPENSATION | |||
Vesting term | 1 year | ||
Restricted stock unit (RSU) | Maximum | |||
SHARE-BASED COMPENSATION | |||
Vesting term | 5 years |
SHAREBASED_COMPENSATION_Detail1
SHARE-BASED COMPENSATION (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Options Outstanding | |
Number of options outstanding (in shares) | 158,718 |
Weighted Average Exercise Price (in dollars per share) | $16.64 |
Weighted Average Remaining Contractual Term | 6 years 7 months 6 days |
Options Exercisable | |
Number Exercisable (in shares) | 104,083 |
Weighted Average Exercise Price (in dollars per share) | $23.19 |
$3.40 - $13.50 | |
Outstanding and exercisable stock options under the EIP | |
Exercise price, low end of range (in dollars per share) | $3.40 |
Exercise price, high end of range (in dollars per share) | $13.50 |
Options Outstanding | |
Number of options outstanding (in shares) | 115,845 |
Weighted Average Exercise Price (in dollars per share) | $4.69 |
Weighted Average Remaining Contractual Term | 7 years 2 months 12 days |
Options Exercisable | |
Number Exercisable (in shares) | 61,648 |
Weighted Average Exercise Price (in dollars per share) | $5.23 |
$14.20 - $54.40 | |
Outstanding and exercisable stock options under the EIP | |
Exercise price, low end of range (in dollars per share) | $14.20 |
Exercise price, high end of range (in dollars per share) | $54.40 |
Options Outstanding | |
Number of options outstanding (in shares) | 29,073 |
Weighted Average Exercise Price (in dollars per share) | $24.26 |
Weighted Average Remaining Contractual Term | 5 years 9 months 18 days |
Options Exercisable | |
Number Exercisable (in shares) | 28,635 |
Weighted Average Exercise Price (in dollars per share) | $24.40 |
$80.00 - $128.50 | |
Outstanding and exercisable stock options under the EIP | |
Exercise price, low end of range (in dollars per share) | $80 |
Exercise price, high end of range (in dollars per share) | $128.50 |
Options Outstanding | |
Number of options outstanding (in shares) | 13,800 |
Weighted Average Exercise Price (in dollars per share) | $100.92 |
Weighted Average Remaining Contractual Term | 3 years 6 months |
Options Exercisable | |
Number Exercisable (in shares) | 13,800 |
Weighted Average Exercise Price (in dollars per share) | $100.92 |
SHAREBASED_COMPENSATION_Detail2
SHARE-BASED COMPENSATION (Details 3) (USD $) | 12 Months Ended | 24 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options | ||||
Weighted Average Grant-Date Fair Value Per Share | ||||
Forfeiture rate (as percent) | 25.00% | 25.00% | ||
Restricted stock unit (RSU) | ||||
Summary of the restricted stock unit activity | ||||
Outstanding at the beginning of the period (in shares) | 364,600 | 761,662 | 670,338 | 761,662 |
Granted (in shares) | 515,070 | 198,541 | 463,218 | |
Vested (in shares) | -50,549 | -279,415 | -326,643 | |
Forfeited (in shares) | -67,459 | -74,426 | -227,899 | |
Outstanding at the end of the period (in shares) | 761,662 | 515,038 | 515,038 | 670,338 |
Weighted Average Grant-Date Fair Value Per Share | ||||
Outstanding at the beginning of the period (in dollars per share) | 13.16 | 6.01 | $4.47 | $6.01 |
Granted (in dollars per share) | 3.08 | $9.15 | $3.68 | |
Vested (in dollars per share) | 21.72 | $5.10 | $6.60 | |
Forfeited (in dollars per share) | 10.48 | $5.51 | $4.72 | |
Outstanding at the end of the period (in dollars per share) | 6.01 | 5.78 | $5.78 | $4.47 |
SHAREBASED_COMPENSATION_Detail3
SHARE-BASED COMPENSATION (Details 4) (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Summary of share-based compensation expense | ||||||
Net effect of share-based compensation expense on net loss | $887 | $1,821 | $2,833 | |||
Reduction in earnings per share: | ||||||
Basic and diluted earnings per share (in dollars per share) | $0.06 | [1] | $0.13 | [1] | $0.20 | [1] |
Pre-tax compensation expense for all unvested share-based awards | 2,055 | |||||
Cost of sales | ||||||
Summary of share-based compensation expense | ||||||
Share-based compensation expense | 159 | 228 | ||||
Selling, general and administrative | ||||||
Summary of share-based compensation expense | ||||||
Share-based compensation expense | $728 | $1,593 | $2,833 | |||
[1] | Diluted earnings per share for the years ended DecemberB 31, 2014, 2013 and 2012 does not include common stock equivalents due to their antidilutive nature as a result of the Companybs net losses for these respective periods. Accordingly, basic earnings per share and diluted earnings per share are identical for all periods presented. |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
SEGMENT REPORTING | ||||||||||||||
Revenues from external customers | $241,268 | $215,710 | $210,707 | |||||||||||
Net revenues | 53,798 | 60,289 | 68,381 | 58,800 | 56,397 | 60,862 | 52,945 | 45,506 | 241,268 | 215,710 | 210,707 | |||
Operating profit (loss) | -5,229 | -1,811 | 2,101 | -995 | -3,950 | -2,288 | -2,488 | -4,484 | -5,934 | -13,210 | -17,297 | |||
Depreciation and Amortization | 12,183 | 14,856 | 16,537 | |||||||||||
Capital Expenditures | 6,504 | 6,950 | 5,738 | |||||||||||
Assets held for sale | 738 | 1,970 | 738 | 1,970 | 8,042 | |||||||||
Total Assets | 146,617 | 163,694 | 146,617 | 163,694 | 142,910 | |||||||||
Tower and Weldments | ||||||||||||||
SEGMENT REPORTING | ||||||||||||||
Number of facilities | 2 | 2 | 2 | 2 | ||||||||||
Revenues from external customers | 184,464 | 159,269 | 135,221 | |||||||||||
Intersegment revenues (1) | 440 | [1] | 209 | [1] | ||||||||||
Net revenues | 184,904 | 159,478 | 135,221 | |||||||||||
Operating profit (loss) | 18,065 | 19,550 | 2,766 | |||||||||||
Depreciation and Amortization | 3,993 | 3,872 | 3,676 | |||||||||||
Capital Expenditures | 4,118 | 1,811 | 629 | |||||||||||
Assets held for sale | 738 | 821 | 738 | 821 | 8,042 | |||||||||
Total Assets | 51,429 | 52,755 | 51,429 | 52,755 | 58,843 | |||||||||
Tower and Weldments | Minimum | ||||||||||||||
SEGMENT REPORTING | ||||||||||||||
Power generating capacity of turbines that towers produced annually can support (in megawatts) | 1,000 | |||||||||||||
Tower and Weldments | Maximum | ||||||||||||||
SEGMENT REPORTING | ||||||||||||||
Annual tower production capacity (in towers) | 500 | |||||||||||||
Gearing | ||||||||||||||
SEGMENT REPORTING | ||||||||||||||
Revenues from external customers | 41,365 | 39,213 | 53,566 | |||||||||||
Intersegment revenues (1) | 888 | [1] | 3,937 | [1] | 2,094 | [1] | ||||||||
Net revenues | 42,253 | 43,150 | 55,660 | |||||||||||
Operating profit (loss) | -9,423 | -17,916 | -7,626 | |||||||||||
Depreciation and Amortization | 6,816 | 9,535 | 10,955 | |||||||||||
Capital Expenditures | 1,814 | 4,262 | 3,175 | |||||||||||
Assets held for sale | 1,149 | 1,149 | ||||||||||||
Total Assets | 50,238 | 67,357 | 50,238 | 67,357 | 71,371 | |||||||||
Services | ||||||||||||||
SEGMENT REPORTING | ||||||||||||||
Number of facilities | 2 | 2 | ||||||||||||
Revenues from external customers | 15,439 | 17,228 | 21,920 | |||||||||||
Intersegment revenues (1) | 121 | [1] | 15 | [1] | 186 | [1] | ||||||||
Net revenues | 15,560 | 17,243 | 22,106 | |||||||||||
Operating profit (loss) | -4,493 | -4,721 | -4,185 | |||||||||||
Depreciation and Amortization | 1,239 | 1,398 | 1,841 | |||||||||||
Capital Expenditures | 207 | 301 | 1,307 | |||||||||||
Total Assets | 10,884 | 14,800 | 10,884 | 14,800 | 13,976 | |||||||||
Corporate | ||||||||||||||
SEGMENT REPORTING | ||||||||||||||
Operating profit (loss) | -10,115 | -10,192 | -8,260 | |||||||||||
Depreciation and Amortization | 135 | 51 | 65 | |||||||||||
Capital Expenditures | 365 | 576 | 627 | |||||||||||
Total Assets | 297,754 | 300,835 | 297,754 | 300,835 | 308,336 | |||||||||
Eliminations | ||||||||||||||
SEGMENT REPORTING | ||||||||||||||
Intersegment revenues (1) | -1,449 | [1] | -4,161 | [1] | -2,280 | [1] | ||||||||
Net revenues | -1,449 | -4,161 | -2,280 | |||||||||||
Operating profit (loss) | 32 | 69 | 8 | |||||||||||
Total Assets | ($263,688) | ($272,051) | ($263,688) | ($272,051) | ($309,616) | |||||||||
[1] | Intersegment revenues primarily consist of sales from Gearing to Services. Sales from Gearing to Services totaled $888, $3,937 and $2,094 for the years ended DecemberB 31, 2014, 2013 and 2012, respectively. |
SEGMENT_REPORTING_Details_2
SEGMENT REPORTING (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
item | ||||||||||||
SEGMENT REPORTING | ||||||||||||
Net revenues | $53,798 | $60,289 | $68,381 | $58,800 | $56,397 | $60,862 | $52,945 | $45,506 | $241,268 | $215,710 | $210,707 | |
Two customers | ||||||||||||
SEGMENT REPORTING | ||||||||||||
Number of major customers | 2 | |||||||||||
Concentration risk (as a percent) | 10.00% | |||||||||||
Customer One | Towers and Weldments Segment | ||||||||||||
SEGMENT REPORTING | ||||||||||||
Net revenues | 128,337 | |||||||||||
Customer Two | Towers and Weldments Segment | ||||||||||||
SEGMENT REPORTING | ||||||||||||
Net revenues | $53,955 | |||||||||||
Five customers | ||||||||||||
SEGMENT REPORTING | ||||||||||||
Number of major customers | 5 | 5 | ||||||||||
Concentration risk (as a percent) | 87.00% | 83.00% | 67.00% |
EMPLOYEE_BENEFIT_PLANS_Details
EMPLOYEE BENEFIT PLANS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Retirement Savings and Profit Sharing Plans | |||
Contribution expense | $701 | $705 | $661 |
Deferred Compensation Plan | |||
Compensation expense | -23 | 41 | -26 |
Fair value of plan liability | $31 | $54 | |
Collective bargaining arrangement | |||
Retirement Savings and Profit Sharing Plans | |||
Number of union locations where discretionary match continued | 2 | ||
Collective bargaining arrangement | Illinois | |||
Retirement Savings and Profit Sharing Plans | |||
Matching contribution of first 4% of eligible employees' contributions (as a percent) | 50.00% | ||
Percentage of eligible employees' contributions matched by the company | 4.00% | ||
Collective bargaining arrangement | Pennsylvania | |||
Retirement Savings and Profit Sharing Plans | |||
Matching contribution of first 3% of eligible employees' contributions (as a percent) | 100.00% | ||
Employer match of employee contributions as first eligible compensation (as a percent) | 3.00% | ||
Matching contribution of first 2% of eligible employees' contributions (as a percent) | 50.00% | ||
Employer match of employee contributions as next eligible compensation (as a percent) | 2.00% | ||
Defined contribution 401(k) safe harbor plan | |||
Retirement Savings and Profit Sharing Plans | |||
Matching contribution of first 3% of eligible employees' contributions (as a percent) | 100.00% | ||
Employer match of employee contributions as first eligible compensation (as a percent) | 3.00% | ||
Matching contribution of first 2% of eligible employees' contributions (as a percent) | 50.00% | ||
Employer match of employee contributions as next eligible compensation (as a percent) | 2.00% | ||
Elective deferrals and basic matching contribution vested (as a percent) | 100.00% |
NEW_MARKETS_TAX_CREDIT_TRANSAC1
NEW MARKETS TAX CREDIT TRANSACTION (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Jul. 20, 2011 | Dec. 31, 2014 | Dec. 31, 2013 |
item | |||
New Markets Tax Credit Transaction | |||
Net amount outstanding | $2,650 | $2,755 | |
New Markets Tax Credit Transaction | |||
New Markets Tax Credit Transaction | |||
Proceeds from transaction | 2,280 | ||
Receivable term | 15 years | ||
Potential tax credit that can be generated under the NMTC transaction | 3,900 | ||
Gross loan in the principal amount from the Company to COCRF Investor VIII, LLC | 7,720 | ||
Interest rate (as a percent) | 2.50% | ||
Maximum percentage of a qualified investment available as credit against federal income taxes | 39.00% | ||
Period which facility must operate and be in compliance | 7 years | ||
Percentage of recapture to which the tax credits are subject | 100.00% | ||
Loan origination payment | 320 | ||
Company's obligation if Capital One exercises its option to put its investment | 130 | ||
Number of pass-through financing entities created under the structure that are deemed variable interest entities | 2 | ||
Issue costs paid to third parties recorded as prepaid expenses | 262 | ||
Amortization period for prepaid expenses for the NMTC arrangement | 7 years | ||
Net amount outstanding | 2,600 | ||
Broadwind Services, LLC | New Markets Tax Credit Transaction | |||
New Markets Tax Credit Transaction | |||
Principal amount | $10,000 | ||
Debt term | 15 years | ||
Interest rate (as a percent) | 1.40% |
RESTRUCTURING_Details
RESTRUCTURING (Details) (USD $) | 3 Months Ended | 12 Months Ended | 36 Months Ended | 48 Months Ended | 1 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2014 | Apr. 30, 2013 | Sep. 30, 2012 |
sqft | sqft | ||||||||
item | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | $2,153 | $5,550 | $5,092 | $874 | $13,669 | ||||
Percentage of facility footprint planned to be reduced through the sale and/or closure | 40.00% | ||||||||
Area of facilities planned to be reduced through the sale and/or closure (in square feet) | 600,000 | ||||||||
Restructuring-related impairment charges | 84 | 2,365 | |||||||
Liability associated with environmental remediation costs | 513 | 513 | 513 | 352 | |||||
Addition in liability associated with environmental remediation costs | 258 | ||||||||
Severance costs | 900 | ||||||||
Accelerated depreciation of the Cicero Avenue Facility | 1,750 | ||||||||
Gearing | |||||||||
RESTRUCTURING | |||||||||
Restructuring-related impairment charges | 0 | ||||||||
Services | |||||||||
RESTRUCTURING | |||||||||
Restructuring-related impairment charges | 0 | ||||||||
Capital expenditures | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 674 | 2,352 | 2,596 | 5 | 5,627 | ||||
Capital expenditures | Gearing | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 674 | 2,075 | 2,072 | 5 | 4,826 | ||||
Capital expenditures | Corporate | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 277 | 524 | 801 | ||||||
Gain on Sale of Brandon Facility | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | -3,585 | -3,585 | |||||||
Accelerated Depreciation | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 898 | 819 | 1,717 | ||||||
Severance | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 435 | 430 | 865 | ||||||
Impairment Charges | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 2,365 | 2,365 | |||||||
Moving and other exit-related costs | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 1,479 | 3,085 | 1,677 | 439 | 6,680 | ||||
Non Cash Expense: | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | -35 | 3,284 | 1,224 | 297 | 4,770 | ||||
Non Cash Expense: | Tower and Weldments | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 84 | 291 | 375 | ||||||
Non Cash Expense: | Gearing | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | -119 | 3,008 | 1,166 | 247 | 4,302 | ||||
Non Cash Expense: | Services | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | -15 | 58 | 43 | ||||||
Non Cash Expense: | Corporate | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 50 | 50 | |||||||
Cost of sales | Cash Expense: | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 1,281 | 2,410 | 533 | 131 | 4,355 | ||||
Cost of sales | Cash Expense: | Gearing | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 1,281 | 2,176 | 308 | 131 | 3,896 | ||||
Cost of sales | Cash Expense: | Services | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 234 | 225 | 459 | ||||||
Selling, general and administrative | Cash Expense: | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 233 | 1,089 | 739 | 441 | 2,502 | ||||
Selling, general and administrative | Cash Expense: | Tower and Weldments | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 47 | 176 | 130 | 353 | |||||
Selling, general and administrative | Cash Expense: | Gearing | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 186 | 451 | 520 | 35 | 1,192 | ||||
Selling, general and administrative | Cash Expense: | Services | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 40 | 40 | |||||||
Selling, general and administrative | Cash Expense: | Corporate | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | 462 | 49 | 406 | 917 | |||||
Other - Towers and Weldments gain on Brandon Facility: | Cash Expense: | |||||||||
RESTRUCTURING | |||||||||
Restructuring charges incurred | -3,585 | -3,585 | |||||||
Cicero Avenue | Expenses | |||||||||
RESTRUCTURING | |||||||||
Restructuring-related impairment charges | 1,732 | ||||||||
Cicero Avenue | Cost of sales | Expenses | |||||||||
RESTRUCTURING | |||||||||
Restructuring-related impairment charges | 1,732 | ||||||||
Clintonville Facility | Expenses | |||||||||
RESTRUCTURING | |||||||||
Restructuring-related impairment charges | 288 | ||||||||
Certain Gearing segment machinery and equipment | Expenses | |||||||||
RESTRUCTURING | |||||||||
Restructuring-related impairment charges | 345 | ||||||||
Brandon Facility | |||||||||
RESTRUCTURING | |||||||||
Gain on sale of manufacturing facility | 3,585 | ||||||||
Increase in liquidity as a result of the sale of manufacturing facility | $8,000 | ||||||||
Number of facilities for which agreement has been reached to close or reduce leased presence | 6 | ||||||||
Area of facilities for which agreement has been reached to close or reduce leased presence | 400,000 |
QUARTERLY_FINANCIAL_SUMMARY_UN2
QUARTERLY FINANCIAL SUMMARY (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
QUARTERLY FINANCIAL SUMMARY (UNAUDITED) | |||||||||||
Revenues | $53,798 | $60,289 | $68,381 | $58,800 | $56,397 | $60,862 | $52,945 | $45,506 | $241,268 | $215,710 | $210,707 |
Gross profit (loss) | -92 | 3,858 | 8,631 | 5,093 | 2,156 | 4,618 | 3,401 | 2,170 | 17,490 | 12,345 | 6,836 |
Operating profit (loss) | -5,229 | -1,811 | 2,101 | -995 | -3,950 | -2,288 | -2,488 | -4,484 | -5,934 | -13,210 | -17,297 |
Income (loss) from continuing operations | -5,171 | -1,814 | 1,860 | -1,043 | -3,746 | -2,498 | 404 | -4,549 | -6,168 | -10,389 | -17,907 |
Net loss | ($5,171) | ($1,814) | $1,860 | ($1,043) | ($3,746) | ($2,398) | $404 | ($4,759) | ($6,168) | ($10,499) | ($17,907) |
(Loss) income from continuing operations per share: | |||||||||||
Basic | ($0.35) | ($0.12) | $0.13 | ($0.07) | ($0.42) | ($0.73) | ($1.27) | ||||
Diluted | ($0.35) | ($0.12) | $0.12 | ($0.07) | ($0.42) | ($0.73) | ($1.27) | ||||
Basic and Diluted (in dollars per share) | ($0.25) | ($0.18) | $0.03 | ($0.32) | ($0.42) | ($0.72) | ($1.27) | ||||
Net (loss) income per share: | |||||||||||
Basic | ($0.35) | ($0.12) | $0.13 | ($0.07) | ($0.42) | ($0.73) | ($1.27) | ||||
Diluted | ($0.35) | ($0.12) | $0.12 | ($0.07) | ($0.42) | ($0.73) | ($1.27) | ||||
Basic and Diluted (in dollars per share) | ($0.26) | ($0.17) | $0.03 | ($0.33) | ($0.42) | ($0.73) | ($1.27) |
LEGAL_PROCEEDINGS_Details
LEGAL PROCEEDINGS (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 24, 2013 | Mar. 30, 2011 | Feb. 05, 2015 |
item | |||||
LEGAL PROCEEDINGS | |||||
Settlement amount | $1,566 | $1,500 | |||
Potential violation of federal environmental laws | |||||
LEGAL PROCEEDINGS | |||||
Settlement amount | 1,500 | ||||
Number of installments over which fine is payable | 3 | ||||
Fine payable under each installment | 500 | ||||
Period over which fine is payable | 3 years | ||||
Putative shareholder derivative lawsuits | |||||
LEGAL PROCEEDINGS | |||||
Number of lawsuits | 3 | ||||
Number of lawsuits alleging violation of Section 14(a) of the Exchange Act in connection with proxy statement | 1 | ||||
Number of federal derivative lawsuits consolidated | 2 | ||||
Settlement amount | 600 | ||||
SEC Inquiry | |||||
LEGAL PROCEEDINGS | |||||
Settlement amount payable | 1,000 | ||||
SEC Inquiry | Chief Finance Officer | |||||
LEGAL PROCEEDINGS | |||||
Settlement amount payable | 50 | ||||
Litigation Settlement Interest | 23 | ||||
SEC Inquiry | Former Chief Executive Officer | |||||
LEGAL PROCEEDINGS | |||||
Settlement amount payable | 75 | ||||
Litigation Settlement Interest | $543 |