Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2013 | Apr. 30, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'BROADWIND ENERGY, INC. | ' |
Entity Central Index Key | '0001120370 | ' |
Document Type | '10-Q/A | ' |
Document Period End Date | 31-Mar-13 | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'Explanatory Note As used herein, the terms “we,†“us,†“our,†“Broadwind,†and the “Company†refer to Broadwind Energy, Inc., a Delaware corporation headquartered in Cicero, Illinois, and its wholly-owned subsidiaries. We are filing this Amendment No. 1 (the “Amended Filingâ€) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, originally filed with the United States Securities and Exchange Commission on May 9, 2013 (the “Original Filingâ€), to amend and restate our unaudited financial statements and related disclosures for the period then ended and amend certain other information as indicated below. This Amended Filing is being filed following the restatement of our financial statements for the first three quarters of the fiscal year ended December 31, 2013. The details of the restatement are discussed below and in Note 2 to the accompanying restated condensed consolidated financial statements. In this Amended Filing, we are: • restating our Condensed Consolidated Balance Sheet as of March 31, 2013, our Condensed Consolidated Statements of Operations for the three months ended March 31, 2013, our Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and the Notes to our Condensed Consolidated Financial Statements; • amending Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as it relates to the three months ended March 31, 2013; and • amending Part I, Item 4, disclosure regarding Controls and Procedures. In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications in connection with this Amended Filing (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as described above, no other amendments have been made to the Original Filing. This Amended Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure contained herein to reflect events that have occurred since the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings. Background on the Restatement On January 31, 2014, the audit committee of our board of directors (the “Audit Committeeâ€) concluded that the previously issued financial statements contained in our quarterly reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013 should no longer be relied upon because of errors in those financial statements. In addition to the financial statements for these periods, related press releases furnished on Current Reports on Form 8-K and reports and stockholder communications describing our financial statements for these periods should no longer be relied upon. The errors relate to the overstatement of cost of sales in the total amount of approximately $938 during the nine months ended September 30, 2013. The overstatement arose in, and was included in the results of, our Towers and Weldments segment. The Audit Committee completed an independent investigation into the identified errors, which determined that accounting personnel in the Towers and Weldments segment intentionally created reserves in the aforementioned quarters in a manner inconsistent with generally accepted accounting principles and our own accounting policies and procedures. Coincident with restating our financial statements due to the above mentioned errors, we also adjusted the financial statements to address unrecorded adjustments which were previously deemed insignificant. The restatement adjustments did not impact our previously reported tax provision or benefit in any of the affected periods, as we have recorded full valuation allowances against net deferred tax assets and loss carryforwards. For more information related to the impact of the restatement adjustments on our financial statements contained in this Amended Filing for the three months ended March 31, 2013, refer to Note 2, Restatement of Previously Issued Financial Statements. | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 14,403,157 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
CURRENT ASSETS: | ' | ' | ' | ' |
Cash and cash equivalents | $537 | $516 | $10,857 | $13,340 |
Restricted cash | 331 | 330 | ' | ' |
Accounts receivable, net of allowance for doubtful accounts of $298 and $453 as of March 31, 2013 and December 31, 2012, respectively | 26,350 | 20,039 | ' | ' |
Inventories, net | 30,046 | 21,988 | ' | ' |
Prepaid expenses and other current assets | 4,184 | 3,836 | ' | ' |
Assets held for sale | 8,039 | 8,042 | ' | ' |
Total current assets | 69,487 | 54,751 | ' | ' |
Property and equipment, net | 78,273 | 79,889 | ' | ' |
Intangible assets, net | 6,790 | 7,454 | ' | ' |
Other assets | 751 | 816 | ' | ' |
TOTAL ASSETS | 155,301 | 142,910 | ' | ' |
CURRENT LIABILITIES: | ' | ' | ' | ' |
Lines of credit and notes payable | 6,172 | 955 | ' | ' |
Current maturities of long-term debt | 330 | 352 | ' | ' |
Current portions of capital lease obligations | 1,749 | 2,217 | ' | ' |
Accounts payable | 24,681 | 16,377 | ' | ' |
Accrued liabilities | 5,838 | 6,012 | ' | ' |
Customer deposits | 8,212 | 4,063 | ' | ' |
Liabilities held for sale | 3,609 | 3,860 | ' | ' |
Total current liabilities | 50,591 | 33,836 | ' | ' |
LONG-TERM LIABILITIES: | ' | ' | ' | ' |
Long-term debt, net of current maturities | 2,816 | 2,956 | ' | ' |
Long-term capital lease obligations, net of current portions | 539 | 641 | ' | ' |
Other | 2,240 | 2,169 | ' | ' |
Total long-term liabilities | 5,595 | 5,766 | ' | ' |
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; 14,357,053 and 14,197,792 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively | 14 | 14 | ' | ' |
Additional paid-in capital | 374,171 | 373,605 | ' | ' |
Accumulated deficit | -275,070 | -270,311 | ' | ' |
Total stockholders' equity | 99,115 | 103,308 | ' | ' |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $155,301 | $142,910 | ' | ' |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | ||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ' | ' | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | $298 | $453 | $539 | $438 |
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 | 14,357,053 | 14,197,792 | ' | ' |
Common stock, shares outstanding | 14,357,053 | 14,197,792 | ' | ' |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' |
Revenues | $45,506 | $54,443 |
Cost of sales | 42,881 | 51,822 |
Restructuring | 455 | 389 |
Gross profit | 2,170 | 2,232 |
OPERATING EXPENSES: | ' | ' |
Selling, general and administrative | 5,388 | 5,883 |
Intangible amortization | 665 | 215 |
Restructuring | 601 | 75 |
Total operating expenses | 6,654 | 6,173 |
Operating loss | -4,484 | -3,941 |
OTHER (EXPENSE) INCOME, net: | ' | ' |
Interest expense, net | -391 | -262 |
Other, net | 335 | 363 |
Gain (loss) on sale of assets and restructuring | 13 | ' |
Total other (expense) income, net | -43 | 101 |
Net loss from continuing operations before provision for income taxes | -4,527 | -3,840 |
Provision for income taxes | 22 | 20 |
LOSS FROM CONTINUING OPERATIONS | -4,549 | -3,860 |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | -210 | ' |
NET LOSS | ($4,759) | ($3,860) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.32) | ($0.28) |
Loss from discontinued operations (in dollars per share) | ($0.01) | ' |
Net loss (in dollars per share) | ($0.33) | ($0.28) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | 14,267 | 13,980 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($4,759) | ($3,860) |
Loss from discontinued operations | 210 | ' |
LOSS FROM CONTINUING OPERATIONS | -4,549 | -3,860 |
Adjustments to reconcile net cash used in operating activities: | ' | ' |
Depreciation and amortization expense | 3,986 | 3,950 |
Impairment charges | 0 | 0 |
Stock-based compensation | 427 | 665 |
Allowance for doubtful accounts | -154 | 134 |
Common stock issued under defined contribution 401(k) plan | 138 | ' |
Loss on disposal of assets | 15 | 23 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -6,156 | 1,988 |
Inventories | -8,058 | -9,007 |
Prepaid expenses and other current assets | -503 | 932 |
Accounts payable | 7,852 | 7,588 |
Accrued liabilities | -69 | -1,118 |
Customer deposits | 4,149 | -2,729 |
Other non-current assets and liabilities | 82 | 35 |
Net cash used in operating activities of continuing operations | -2,840 | -1,399 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Proceeds from sale of logistics business and related note receivable | ' | 125 |
Purchases of property and equipment | -1,375 | -715 |
Proceeds from disposals of property and equipment | 4 | 6 |
Decrease in restricted cash | ' | 472 |
Net cash used in investing activities of continuing operations | -1,371 | -112 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Payments on lines of credit and notes payable | -44,606 | -708 |
Proceeds from lines of credit and notes payable | 49,408 | ' |
Principal payments on capital leases | -570 | -264 |
Net cash provided by (used in) financing activities of continuing operations | 4,232 | -972 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 21 | -2,483 |
CASH AND CASH EQUIVALENTS, beginning of the period | 516 | 13,340 |
CASH AND CASH EQUIVALENTS, end of the period | 537 | 10,857 |
Supplemental cash flow information: | ' | ' |
Interest paid, net of capitalized interest | 334 | 268 |
Income taxes paid | 13 | 6 |
Non-cash investing and financing activities: | ' | ' |
Issuance of restricted stock grants | 317 | 409 |
Common stock issued under defined contribution 401(k) plan | $138 | ' |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2013 | |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | ' |
NOTE 1 — BASIS OF PRESENTATION | |
The accompanying restated and unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2013. The December 31, 2012 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. This financial information should be read in conjunction with the condensed consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. | |
The restated and unaudited condensed consolidated financial statements presented herein include the accounts of Broadwind Energy, Inc. and its wholly-owned subsidiaries Broadwind Towers, Inc. (“Broadwind Towers”), Brad Foote Gear Works, Inc. (“Brad Foote”) and Broadwind Services, LLC (“Broadwind Services”) (collectively, the “Subsidiaries”). All intercompany transactions and balances have been eliminated. | |
There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2013 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. | |
Company Description | |
As used in this Quarterly Report on Form 10-Q/A, the terms “we,” “us,” “our,” “Broadwind,” and the “Company” refer to Broadwind Energy, Inc., a Delaware corporation headquartered in Cicero, Illinois, and the Subsidiaries. | |
Broadwind 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 industry, although it has increasingly 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 industry. For the first three months of 2013, 57% of the Company’s revenue was derived from sales associated with new wind turbine installations, down from 64% for the same period of 2012. | |
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 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. | |
Liquidity | |
During the third quarter of 2012, the Company established a three-year $20,000 credit agreement with AloStar Bank of Commerce (“AloStar”). Pursuant to this agreement, AloStar will advance funds against the Company’s borrowing base, which consists of approximately 85% of eligible receivables and approximately 50% of eligible inventory. Under this borrowing structure, borrowings are continuous and all cash proceeds received by the Company and the Subsidiaries are automatically applied to the outstanding borrowed balance. As a result of this structure, the Company anticipates that cash balances will remain at a minimum while there are outstanding borrowed amounts on the line of credit. | |
As discussed further in Note 19, “Subsequent Event” of these condensed consolidated financial statements, the Company increased its liquidity in April 2013 by approximately $8 million as a result of the sale of its idle wind tower manufacturing facility in Brandon, South Dakota (the “Brandon Facility”). A portion of the proceeds from the sale were used to repay the remaining balance of the mortgage on the Brandon Facility. | |
The Company has a limited history of operations and has incurred operating losses since inception, partly due to large non-cash charges attributable to significant capital expenditures and acquisition outlays during 2007 and 2008. The Company anticipates that current cash resources, amounts available on the AloStar line of credit, and cash to be generated from operations and asset sales over the next twelve months will be adequate to meet the Company’s liquidity needs for at least the next twelve months. As discussed further in Note 9, “Debt and Credit Agreements” of these condensed consolidated financial statements, as of March 31, 2013, the Company was obligated to make principal payments on outstanding debt totaling $330 during the next twelve months and had a $6,172 balance on the AloStar line of credit. If assumptions regarding the Company’s production, 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 expectations, the Company may in the future encounter cash flow and liquidity issues. If the Company cannot make scheduled payments on its debt, or comply with applicable covenants, it may lose operational flexibility or have to delay planned operational objectives. Any additional equity financing, if available, may be dilutive to stockholders, and additional debt financing, if available, will likely require new financial covenants or impose other restrictions on the Company. While the Company believes that it will continue to have sufficient cash flows to operate its businesses and to meet its financial obligations and debt covenants, there can be no assurances that its operations will generate sufficient cash, that it will be able to comply with applicable loan covenants or that credit facilities will be available in an amount sufficient to enable the Company to pay its indebtedness or to fund its other liquidity needs. | |
In addition, please refer to Note 18, “Restructuring” of these condensed consolidated financial statements for a discussion of the restructuring plan which the Company initiated in the third quarter of 2011. To date, the Company has incurred $7,600 of costs in conjunction with its restructuring plan. Including costs incurred to date, the Company expects that a total of approximately $12,800 of net costs will be incurred to implement this restructuring plan. Of the total projected expenses, the Company anticipates that approximately $5,000 will be non-cash expenditures. The Company anticipates cash flow savings of approximately $6,000 annually from the restructuring efforts. | |
RESTATEMENT_OF_PREVIOUSLY_ISSU
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended | ||||||||||
Mar. 31, 2013 | |||||||||||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ' | ||||||||||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ' | ||||||||||
NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |||||||||||
Background on the Restatement | |||||||||||
On January 31, 2014, the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the previously issued financial statements contained in the Company’s quarterly reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013 should no longer be relied upon because of errors in those financial statements. In addition to the financial statements for these periods, related press releases furnished on Current Reports on Form 8-K and reports and stockholder communications describing its financial statements for these periods should no longer be relied upon. | |||||||||||
The errors relate to the overstatement of cost of sales in the total amount of approximately $938 during the nine months ended September 30, 2013. The overstatement arose in, and was included in the results of, the Company’s Towers and Weldments segment. The Audit Committee completed an independent investigation into the identified errors, which determined that accounting personnel in the Towers and Weldments segment intentionally created reserves in the aforementioned quarters in a manner inconsistent with generally accepted accounting principles and the Company’s own accounting policies and procedures. | |||||||||||
Coincident with restating its financial statements due to the above mentioned error, the Company also adjusted the financial statements to address unrecorded adjustments which were previously deemed insignificant. The restatement adjustments did not impact the Company’s previously reported tax provision or benefit in any of the affected periods, as the Company has recorded full valuation allowances against net deferred tax assets and loss carryforwards. | |||||||||||
Restatement Adjustments | |||||||||||
Adjustments Related to Towers and Weldments Overstatement of Cost of Sales | |||||||||||
Towers and Weldments cost of sales for the quarter ended March 31, 2013, was originally overstated by $199. The restated results reflect an increase in gross profit and a decrease in accounts payable of $199. | |||||||||||
Other Operating Statement Adjustments | |||||||||||
Other adjustments were made to correct items previously identified but deemed immaterial to our financial statements. The principal changes are described as follows: Towers and Weldments revenue was reduced by $158 and related cost of sales was reduced by $110 to correct revenue recognition timing errors related to certain tower transactions. Gearing cost of sales was increased by a $117 charge to inventory reserves to adjust the inventory to its lower of cost or market value. In addition, the Company reversed a $288 other expense item related to property and equipment charges that were originally recorded in the first quarter of 2013 and subsequently determined to belong in the second quarter of 2013. The impact of other miscellaneous adjustments resulted in an increase to cost of sales of $30 and a decrease to selling, general and administrative expenses of $8. | |||||||||||
Balance Sheet Adjustments | |||||||||||
The primary impact to the balance sheet were changes to the accounts receivable, inventory, accounts payable and accumulated deficit accounts related to items described in the above sections. | |||||||||||
The unaudited restated condensed consolidated balance sheet as of March 31, 2013 is presented below (in thousands, except per share data): | |||||||||||
March 31, 2013 | |||||||||||
As Previously | Restatement | Restated | |||||||||
Reported | Adjustments | ||||||||||
ASSETS | |||||||||||
CURRENT ASSETS: | |||||||||||
Cash and cash equivalents | $ | 537 | $ | — | $ | 537 | |||||
Restricted cash | 331 | — | 331 | ||||||||
Accounts receivable, net of allowance for doubtful accounts of $298 and $453 as of March 31, 2013 and December 31, 2012, respectively | 26,508 | (158 | ) | 26,350 | |||||||
Inventories, net | 30,052 | (6 | ) | 30,046 | |||||||
Prepaid expenses and other current assets | 4,184 | — | 4,184 | ||||||||
Assets held for sale | 8,039 | — | 8,039 | ||||||||
Total current assets | 69,651 | (164 | ) | 69,487 | |||||||
Property and equipment, net | 77,985 | 288 | 78,273 | ||||||||
Intangible assets, net | 6,790 | — | 6,790 | ||||||||
Other assets | 751 | — | 751 | ||||||||
TOTAL ASSETS | $ | 155,177 | $ | 124 | $ | 155,301 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
CURRENT LIABILITIES: | |||||||||||
Lines of credit and notes payable | $ | 6,172 | $ | — | $ | 6,172 | |||||
Current maturities of long-term debt | 330 | — | 330 | ||||||||
Current portions of capital lease obligations | 1,749 | — | 1,749 | ||||||||
Accounts payable | 24,880 | (199 | ) | 24,681 | |||||||
Accrued liabilities | 5,815 | 23 | 5,838 | ||||||||
Customer deposits | 8,212 | — | 8,212 | ||||||||
Liabilities held for sale | 3,609 | — | 3,609 | ||||||||
Total current liabilities | 50,767 | (176 | ) | 50,591 | |||||||
LONG-TERM LIABILITIES: | |||||||||||
Long-term debt, net of current maturities | 2,816 | — | 2,816 | ||||||||
Long-term capital lease obligations, net of current portions | 539 | — | 539 | ||||||||
Other | 2,240 | — | 2,240 | ||||||||
Total long-term liabilities | 5,595 | — | 5,595 | ||||||||
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; 14,357,053 and 14,197,792 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively | 14 | — | 14 | ||||||||
Additional paid-in capital | 374,171 | — | 374,171 | ||||||||
Accumulated deficit | (275,370 | ) | 300 | (275,070 | ) | ||||||
Total stockholders’ equity | 98,815 | 300 | 99,115 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 155,177 | $ | 124 | $ | 155,301 | |||||
The unaudited restated condensed quarterly consolidated statement of operations for the three months ended March 31, 2013 is presented below (in thousands, except per share data): | |||||||||||
Three Months Ended March 31, 2013 | |||||||||||
As previously | Restatement | Restated | |||||||||
Reported | Adjustments | ||||||||||
Revenues | $ | 45,664 | $ | (158 | ) | $ | 45,506 | ||||
Cost of sales | 43,043 | (162 | ) | 42,881 | |||||||
Restructuring | 455 | — | 455 | ||||||||
Gross profit | 2,166 | 4 | 2,170 | ||||||||
OPERATING EXPENSES: | |||||||||||
Selling, general and administrative | 5,396 | (8 | ) | 5,388 | |||||||
Intangible amortization | 665 | — | 665 | ||||||||
Restructuring | 601 | — | 601 | ||||||||
Total operating expenses | 6,662 | (8 | ) | 6,654 | |||||||
Operating loss | (4,496 | ) | 12 | (4,484 | ) | ||||||
OTHER (EXPENSE) INCOME, net: | |||||||||||
Interest expense, net | (391 | ) | — | (391 | ) | ||||||
Other, net | 335 | — | 335 | ||||||||
Gain (loss) on sale of assets and restructuring | (275 | ) | 288 | 13 | |||||||
Total other (expense) income, net | (331 | ) | 288 | (43 | ) | ||||||
Net loss from continuing operations before provision for income taxes | (4,827 | ) | 300 | (4,527 | ) | ||||||
Provision for income taxes | 22 | — | 22 | ||||||||
LOSS FROM CONTINUING OPERATIONS | (4,849 | ) | 300 | (4,549 | ) | ||||||
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | (210 | ) | — | (210 | ) | ||||||
NET LOSS | $ | (5,059 | ) | $ | 300 | $ | (4,759 | ) | |||
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: | |||||||||||
Loss from continuing operations | $ | (0.34 | ) | $ | 0.02 | $ | (0.32 | ) | |||
Loss from discontinued operations | (0.01 | ) | — | (0.01 | ) | ||||||
Net loss | $ | (0.35 | ) | $ | 0.02 | $ | (0.33 | ) | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted | 14,267 | — | 14,267 | ||||||||
The unaudited restated condensed consolidated statement of cash flows for the three months ended March 31, 2013 is presented below (in thousands): | |||||||||||
Three Months Ended March 31, | |||||||||||
As previously | Restatement | Restated | |||||||||
Reported | Adjustments | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net loss | $ | (5,059 | ) | $ | 300 | $ | (4,759 | ) | |||
Loss from discontinued operations | 210 | — | 210 | ||||||||
Loss from continuing operations | (4,849 | ) | 300 | (4,549 | ) | ||||||
Adjustments to reconcile net cash used in operating activities: | |||||||||||
Depreciation and amortization expense | 3,986 | — | 3,986 | ||||||||
Impairment charges | 288 | (288 | ) | — | |||||||
Stock-based compensation | 427 | — | 427 | ||||||||
Allowance for doubtful accounts | (154 | ) | — | (154 | ) | ||||||
Common stock issued under defined contribution 401(k) plan | 138 | — | 138 | ||||||||
Loss on disposal of assets | 15 | — | 15 | ||||||||
Changes in operating assets and liabilities: | — | ||||||||||
Accounts receivable | (6,314 | ) | 158 | (6,156 | ) | ||||||
Inventories | (8,064 | ) | 6 | (8,058 | ) | ||||||
Prepaid expenses and other current assets | (503 | ) | — | (503 | ) | ||||||
Accounts payable | 8,051 | (199 | ) | 7,852 | |||||||
Accrued liabilities | (92 | ) | 23 | (69 | ) | ||||||
Customer deposits | 4,149 | — | 4,149 | ||||||||
Other non-current assets and liabilities | 82 | — | 82 | ||||||||
Net cash used in operating activities of continuing operations | (2,840 | ) | — | (2,840 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Proceeds from sale of logistics business and related note receivable | — | — | |||||||||
Purchases of property and equipment | (1,375 | ) | — | (1,375 | ) | ||||||
Proceeds from disposals of property and equipment | 4 | — | 4 | ||||||||
Decrease in restricted cash | — | — | — | ||||||||
Net cash used in investing activities of continuing operations | (1,371 | ) | — | (1,371 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Payments on lines of credit and notes payable | (44,606 | ) | — | (44,606 | ) | ||||||
Proceeds from lines of credit and notes payable | 49,408 | — | 49,408 | ||||||||
Principal payments on capital leases | (570 | ) | — | (570 | ) | ||||||
Net cash provided by (used in) financing activities of continuing operations | 4,232 | — | 4,232 | ||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 21 | — | 21 | ||||||||
CASH AND CASH EQUIVALENTS, beginning of the period | 516 | — | 516 | ||||||||
CASH AND CASH EQUIVALENTS, end of the period | $ | 537 | $ | — | $ | 537 | |||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
EARNINGS PER SHARE | ' | |||||||
EARNINGS PER SHARE | ' | |||||||
NOTE 3 — EARNINGS PER SHARE | ||||||||
The following table presents a reconciliation of basic and diluted earnings per share for the three months ended March 31, 2013 and 2012, as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2013 | 2012 | |||||||
(Restated) | ||||||||
Basic earnings per share calculation: | ||||||||
Net loss | $ | (4,759 | ) | $ | (3,860 | ) | ||
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 | ||||||
Basic net loss per share | $ | (0.33 | ) | $ | (0.28 | ) | ||
Diluted earnings per share calculation: | ||||||||
Net loss | $ | (4,759 | ) | $ | (3,860 | ) | ||
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 | ||||||
Common stock equivalents: | ||||||||
Stock options and unvested restricted stock units (1) | — | — | ||||||
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 | ||||||
Diluted net loss per share | $ | (0.33 | ) | $ | (0.28 | ) | ||
(1) Stock options and unvested restricted stock units granted and outstanding of 953,899 and 465,128 as of March 31, 2013 and 2012, respectively, are excluded from the computation of diluted earnings per share due to the anti-dilutive effect as a result of the Company’s net loss for these respective periods. | ||||||||
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2013 | |
DISCONTINUED OPERATIONS | ' |
DISCONTINUED OPERATIONS | ' |
NOTE 4 — DISCONTINUED OPERATIONS | |
In December 2010, the Company’s Board of Directors 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 operation charge to adjust the net balance of the Company’s note receivable down to $150 estimated value of the Company’s security interest. The $150 note receivable is recorded as other current assets in the condensed consolidated balance sheet as of March 31, 2013. |
CASH_AND_CASH_EQUIVALENTS
CASH AND CASH EQUIVALENTS | 3 Months Ended |
Mar. 31, 2013 | |
CASH AND CASH EQUIVALENTS | ' |
CASH AND CASH EQUIVALENTS | ' |
NOTE 5 — CASH AND CASH EQUIVALENTS | |
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. 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 condensed consolidated statements of operations. As of March 31, 2013 and December 31, 2012, cash and cash equivalents totaled $537 and $516, respectively, and existed all in the form of cash balances. | |
INVENTORIES
INVENTORIES | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
INVENTORIES | ' | |||||||
INVENTORIES | ' | |||||||
NOTE 6 — INVENTORIES | ||||||||
The components of inventories as of March 31, 2013 and December 31, 2012 are summarized as follows: | ||||||||
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
(Restated) | ||||||||
Raw materials | $ | 14,332 | $ | 8,697 | ||||
Work-in-process | 11,541 | 9,505 | ||||||
Finished goods | 4,880 | 4,558 | ||||||
30,753 | 22,760 | |||||||
Less: Reserve for excess and obsolete inventory | (707 | ) | (772 | ) | ||||
Net inventories | $ | 30,046 | $ | 21,988 | ||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2013 | ||||||||||||||||||||
INTANGIBLE ASSETS | ' | |||||||||||||||||||
INTANGIBLE ASSETS | ' | |||||||||||||||||||
NOTE 7 — INTANGIBLE ASSETS | ||||||||||||||||||||
Intangible assets represent the fair value assigned to definite-lived assets such as trade names and customer relationships as part of the Company’s acquisition of Brad Foote completed during 2007. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from 10 to 20 years. The Company tests intangible assets for impairment when events or circumstances indicate that the carrying value of these assets may not be recoverable. During the first quarter of 2013, the Company identified triggering events associated with the Company’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 identifiable intangible assets. Based upon the Company’s assessment, the recoverable amount was substantially in excess of the carrying amount of the intangible assets, and no impairment to these assets was indicated as of March 31, 2013. | ||||||||||||||||||||
As of March 31, 2013 and December 31, 2012, the cost basis, accumulated amortization and net book value of intangible assets were as follows: | ||||||||||||||||||||
March 31, 2013 | December 31, 2012 | |||||||||||||||||||
Net | Net | |||||||||||||||||||
Cost | Accumulated | Book | Cost | Accumulated | Book | |||||||||||||||
Basis | Amortization | Value | Basis | Amortization | Value | |||||||||||||||
Intangible assets: | ||||||||||||||||||||
Customer relationships | $ | 3,979 | $ | (3,008 | ) | $ | 971 | $ | 3,979 | $ | (2,444 | ) | $ | 1,535 | ||||||
Trade names | 7,999 | (2,180 | ) | 5,819 | 7,999 | (2,080 | ) | 5,919 | ||||||||||||
Intangible assets | $ | 11,978 | $ | (5,188 | ) | $ | 6,790 | $ | 11,978 | $ | (4,524 | ) | $ | 7,454 | ||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
ACCRUED LIABILITIES | ' | |||||||
ACCRUED LIABILITIES | ' | |||||||
NOTE 8 — ACCRUED LIABILITIES | ||||||||
Accrued liabilities as of March 31, 2013 and December 31, 2012 consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
(Restated) | ||||||||
Accrued payroll and benefits | $ | 2,641 | $ | 2,913 | ||||
Accrued property taxes | 190 | 367 | ||||||
Income taxes payable | 451 | 443 | ||||||
Accrued professional fees | 820 | 526 | ||||||
Accrued warranty liability | 693 | 707 | ||||||
Accrued environmental reserve | 352 | 352 | ||||||
Accrued other | 691 | 704 | ||||||
Total accrued liabilities | $ | 5,838 | $ | 6,012 | ||||
DEBT_AND_CREDIT_AGREEMENTS
DEBT AND CREDIT AGREEMENTS | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
DEBT AND CREDIT AGREEMENTS | ' | |||||||
DEBT AND CREDIT AGREEMENTS | ' | |||||||
NOTE 9 — DEBT AND CREDIT AGREEMENTS | ||||||||
The Company’s outstanding debt balances as of March 31, 2013 and December 31, 2012 consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
Lines of credit | $ | 6,172 | $ | 955 | ||||
Term loans and notes payable | 3,146 | 3,308 | ||||||
Less: Current portion | (6,502 | ) | (1,307 | ) | ||||
Long-term debt, net of current maturities | $ | 2,816 | $ | 2,956 | ||||
Credit Facilities | ||||||||
AloStar Credit Facility | ||||||||
On August 23, 2012, the Company and the Subsidiaries entered into a Loan and Security Agreement (the “Loan Agreement”) with AloStar, providing the Company and the Subsidiaries with a new $20,000 secured credit facility (the “Credit Facility”). The Credit Facility is a secured three-year asset-based revolving credit facility, pursuant to which AloStar will advance funds against a borrowing base consisting of approximately 85% of the face value of eligible receivables of the Company and the Subsidiaries and approximately 50% of the book value of eligible inventory of the Company and the Subsidiaries. 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 Loan Agreement ends on August 23, 2015. | ||||||||
The Loan Agreement contains customary representations and warranties applicable to the Company and the Subsidiaries. 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 accounts, 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 Brad Foote. | ||||||||
As of March 31, 2013, the total outstanding indebtedness under the Credit Facility was $6,172, the Company had the ability to borrow up to an additional $12,316 and the per annum interest rate was 5.25%. The Company was not in compliance with the fixed charge coverage ratio covenant under the Loan Agreement (the “FCCR Covenant”) as of March 31, 2013. On February 13, 2013, in conjunction with the Company obtaining a waiver of its non-compliance with the FCCR Covenant as of December 31, 2012, AloStar also agreed to waive any non-compliance with the FCCR Covenant as of March 31, 2013 unless the Company had completed the disposition of the Brandon Facility by that date. The Company was otherwise in compliance with all other applicable covenants under the documents evidencing and securing the Credit Facility as of March 31, 2013. | ||||||||
Great Western Bank Loans | ||||||||
On April 28, 2009, Broadwind Towers entered into a Construction Loan Agreement with Great Western Bank (“GWB”), pursuant to which GWB agreed to provide up to $10,000 in financing (the “GWB Construction Loan”) to fund construction of the Brandon Facility. Pursuant to a Change in Terms Agreement dated April 5, 2010 between GWB and Broadwind Towers, the GWB Construction Loan was converted to a term loan (the “GWB Term Loan”) providing for monthly payments of principal plus interest, extending the maturity date to November 5, 2016, reducing the principal amount to $6,500, and changing the per annum interest rate to 8.5%. | ||||||||
The GWB Term Loan was secured by a first mortgage on the Brandon Facility and all fixtures and proceeds relating thereto, pursuant to a Mortgage and a Commercial Security Agreement, each between Broadwind Towers and GWB, and by a Commercial Guaranty from the Company. In addition, the Company agreed to subordinate all intercompany debt with Broadwind Towers to the GWB Term Loan. The documents evidencing and securing the GWB Term Loan contained representations, warranties and covenants that are customary for a term financing arrangement and contained no financial covenants. As of March 31, 2013, the total outstanding indebtedness under the GWB Term Loan of $3,609 was recorded as Liabilities Held for Sale within the condensed consolidated balance sheet. The Company was in compliance with all covenants associated with GWB Term Loan as of March 31, 2013. | ||||||||
As described further in Note 19, “Subsequent Event” of these condensed consolidated financial statements, the Brandon Facility was sold in April 2013 and the GWB Term Loan was repaid and satisfied in its entirety with a portion of the proceeds. | ||||||||
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 17, “New Markets Tax Credit Transaction” of these condensed consolidated financial statements. Additionally, the Company has approximately $546 of other term loans outstanding. | ||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2013 | |
FAIR VALUE MEASUREMENTS | ' |
FAIR VALUE MEASUREMENTS | ' |
NOTE 10 — 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. | |
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. | |
Fair value of financial instruments | |
The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable 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. During the first quarter of 2013, the Company identified triggering events associated with the Company’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 identifiable intangible assets and certain property and equipment assets. Based upon the Company’s assessment, no additional impairment to these assets was identified as of March 31, 2013. | |
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2013 | |
INCOME TAXES | ' |
INCOME TAXES | ' |
NOTE 11 — INCOME TAXES | |
Effective tax rates differ from federal statutory income tax rates primarily due to changes in the Company’s valuation allowance, permanent differences and provisions for state and local income taxes. As of March 31, 2013, the Company had no net deferred income taxes due to the full recorded valuation allowance. During the three months ended March 31, 2013, the Company recorded a provision for income taxes of $22 compared to a provision for income taxes of $20 during the three months ended March 31, 2012. | |
The Company files income tax returns in U.S. federal and state jurisdictions. As of March 31, 2013, open tax years in federal and some state jurisdictions date back to 1996 due to the taxing authorities’ ability to adjust operating loss carryforwards. As of December 31, 2012, the Company had net operating loss carryforwards of $153,629 expiring in various years through 2032. | |
It is reasonably possible that unrecognized tax benefits will decrease by up to approximately $285 as a result of the expiration of the statute of limitations within the next 12 months. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of net operating loss 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 net operating loss 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 of net operating loss carryforwards and built-in losses available for utilization. To the extent the Company’s use of net operating loss 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 net operating loss carryforwards and built-in losses without such 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 of Directors had adopted a Stockholder Rights Plan (the “Rights Plan”) designed to preserve the Company’s substantial tax assets associated with net operating loss 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. In connection with the adoption of the Rights Plan, the Board of Directors 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 Board of Directors approval 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 March 31, 2013, the Company has $464 of unrecognized tax benefits, all of which would have a favorable impact on income tax expense. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense. The Company has accrued interest and penalties of $178 as of March 31, 2013. As of December 31, 2012, the Company had unrecognized tax benefits of $454, of which $168 represented accrued interest and penalties. | |
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
SHARE-BASED COMPENSATION | ' | |||||||
SHARE-BASED COMPENSATION | ' | |||||||
NOTE 12 — SHARE-BASED COMPENSATION | ||||||||
Overview of Share-Based Compensation Plans | ||||||||
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 Company’s Board of Directors in October 2007 and by the Company’s stockholders in June 2008. The 2007 EIP has been amended periodically since its original approval. Specifically, (i) the 2007 EIP was amended by the Company’s stockholders in June 2009 to increase the number of shares of common stock authorized for issuance under the 2007 EIP, (ii) the 2007 EIP was further amended and restated in March 2011 by the Company’s Board of Directors to limit share recycling under the 2007 EIP, to include a minimum vesting period for time-vesting restricted stock awards and restricted stock units (“RSU’s”) and to add a clawback provision, and (iii) the 2007 EIP was further amended at the Company’s Annual Meeting of Stockholders on May 4, 2012 to increase the number of shares of common stock authorized for issuance under the 2007 EIP to provide sufficient authorized shares to settle certain awards granted in December 2011. | ||||||||
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 depend to a large degree. As of March 31, 2013, the Company had reserved 110,285 shares for issuance upon the exercise of stock options outstanding and 135,551 shares for issuance upon the vesting of RSU awards outstanding. As of March 31, 2013, 175,669 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 Company’s Board of Directors 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 RSU’s; 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 March 31, 2013, the Company had reserved 138,590 shares for issuance upon the exercise of stock options outstanding and 569,473 shares for issuance upon the vesting of RSU awards outstanding. As of March 31, 2013, 10,053 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. The granting of RSU’s is provided for under the Equity Incentive Plans. RSU’s 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. | ||||||||
The following table summarizes stock option activity during the three months ended March 31, 2013 under the Equity Incentive Plans, as follows: | ||||||||
Options | Weighted Average | |||||||
Exercise Price | ||||||||
Outstanding as of December 31, 2012 | 286,455 | $ | 26.8 | |||||
Forfeited | (37,580 | ) | $ | 15.94 | ||||
Outstanding as of March 31, 2013 | 248,875 | $ | 28.44 | |||||
Exercisable as of March 31, 2013 | 76,040 | $ | 72.76 | |||||
The following table summarizes RSU activity during the three months ended March 31, 2013 under the Equity Incentive Plans, as follows: | ||||||||
Number of RSU’s | Weighted Average | |||||||
Grant-Date Fair Value | ||||||||
Per RSU | ||||||||
Outstanding as of December 31, 2012 | 761,662 | $ | 6.01 | |||||
Granted | 248,633 | $ | 3 | |||||
Vested | (110,666 | ) | $ | 9.08 | ||||
Forfeited | (194,605 | ) | $ | 4.51 | ||||
Outstanding as of March 31, 2013 | 705,024 | $ | 4.88 | |||||
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 three months ended March 31, 2013 or 2012. | ||||||||
The Company utilized a forfeiture rate of 25% during the three months ended March 31, 2013 and 2012 for estimating the forfeitures of stock compensation granted. | ||||||||
The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the three months ended March 31, 2013 and 2012, as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Share-based compensation expense: | ||||||||
Cost of sales | $ | 31 | $ | — | ||||
Selling, general and administrative | 396 | 665 | ||||||
Income tax benefit (1) | — | — | ||||||
Net effect of share-based compensation expense on net loss | $ | 427 | $ | 665 | ||||
Reduction in earnings per share: | ||||||||
Basic and diluted earnings per share (2) | $ | 0.03 | $ | 0.05 | ||||
(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 three months ended March 31, 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 Company’s valuation allowance. | ||||||||
(2) Diluted earnings per share for the three months ended March 31, 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 March 31, 2013, the Company estimates that pre-tax compensation expense for all unvested share-based awards, including both stock options and RSU’s, in the amount of approximately $2,563 will be recognized through 2016. 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. | ||||||||
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2013 | |
LEGAL PROCEEDINGS | ' |
LEGAL PROCEEDINGS | ' |
NOTE 13 — LEGAL PROCEEDINGS | |
Shareholder Lawsuits | |
On February 11, 2011, a putative class action was filed in the United States District Court for the Northern District of Illinois, Eastern Division (the “Court”), against the Company and certain of its current or former officers and directors. The lawsuit was purportedly brought on behalf of purchasers of the Company’s common stock between March 17, 2009 and August 9, 2010. A lead plaintiff was appointed and an amended complaint was filed on September 13, 2011. The amended complaint named as additional defendants certain of the Company’s current and former directors, certain Tontine entities, and Jeffrey Gendell, a principal of Tontine. The complaint sought to allege that the defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and/or Section 20(a) of the Exchange Act by issuing or causing to be issued a series of allegedly false and/or misleading statements concerning the Company’s financial results, operations, and prospects, including with respect to the January 2010 secondary public offering of the Company’s common stock. The plaintiffs alleged that the Company’s statements were false and misleading because, among other things, the Company’s reported financial results during the class period allegedly violated generally accepted accounting principles because they failed to reflect the impairment of goodwill and other intangible assets, and the Company allegedly failed to disclose known trends and other information regarding certain customer relationships at Brad Foote. In support of their claims, the plaintiffs relied in part upon six alleged confidential informants, all of whom are alleged to be former employees of the Company. On November 18, 2011, the Company filed a motion to dismiss. On April 19, 2012, the Court granted in part and denied in part the Company’s motion. The Court dismissed all claims with prejudice against each of the named current and former officers except for J. Cameron Drecoll and held that the plaintiffs had failed to state a claim for any alleged misstatements made after March 19, 2010. In addition, the Court dismissed all claims with prejudice against the named Tontine entities and Mr. Gendell. The Court denied the motion with respect to certain of the claims asserted against the Company and Mr. Drecoll. The Company filed its answer and affirmative defenses on May 21, 2012. The plaintiffs’ class certification was filed on June 22, 2012, and the parties agreed to a briefing schedule. The parties participated in a mediation session on August 20, 2012, and have reached agreement on a settlement of the matter in the amount of $3,915, which is payable by the Company’s insurance carrier. The Court preliminarily approved the settlement on March 14, 2013 and has set a final approval hearing for June 27, 2013. | |
Between February 15, 2011 and March 30, 2011, three putative shareholder derivative lawsuits were filed in the Court 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. 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 federal court were subsequently consolidated, and on May 15, 2012, the Court granted the defendants’ motion to dismiss the consolidated cases and also entered an order dismissing the third case. The Company received a request from the Tontine defendants for indemnification in the derivative suits and the class action lawsuit from Tontine and/or Mr. Gendell pursuant to various agreements related to shares owned by Tontine. The Company maintains directors and officers liability insurance; however, the costs of indemnification for Mr. Gendell and/or Tontine would not be covered by any Company insurance policy. The Company has entered into an agreement with Tontine that provides, among other things, for a settlement of these indemnification claims and related matters for a payment of $495 which was accrued for as of March 31, 2013. Because of the preliminary nature of these matters, the Company is not able to estimate any additional loss or range of loss, if any, that may be incurred in connection with these matters at this time. | |
SEC Inquiry | |
In August 2011, the Company received a subpoena from the United States Securities and Exchange Commission (“SEC”) seeking documents and other records related to certain accounting practices at Brad Foote. The subpoena was issued in connection with an informal inquiry that the Company received from the SEC in November 2010 arising out of a whistleblower complaint received by the SEC related to revenue recognition, cost accounting and intangible and fixed asset valuations at Brad Foote. The Company has been voluntarily providing information to the SEC as a part of this inquiry and has completed its production of documents called for by the subpoena. The Company has been in regular contact with the SEC, and in its communications the SEC has clarified or supplemented its requests. The Company has produced documents responsive to such requests and has completed the process of responding to the subpoena with respect to the outstanding requests. The Company cannot currently predict the outcome of this investigation. The Company does not believe that the resolution of this matter will have a material adverse effect on the Company’s consolidated financial position or results of operations. No estimate regarding the loss or range of loss, if any, that may be incurred in connection with this matter is possible at this time. All pending reimbursement requests from Tontine related to the SEC inquiry were resolved in the above-referenced settlement. | |
Environmental | |
The Company is aware of an investigation commenced by the United States Attorney’s Office, Northern District of Illinois (“USAO”), for potential violation of federal environmental laws. On February 15, 2011, pursuant to a search warrant, officials from the United States Environmental Protection Agency (“USEPA”) entered and conducted a search of one of Brad Foote’s facilities in Cicero, Illinois (the “Cicero Avenue Facility”), in connection with the alleged improper disposal of industrial wastewater to the sewer. Also on or about February 15, 2011, in connection with the same matter, the Company received a grand jury subpoena requesting testimony and the production of certain documents relating to the Cicero Avenue Facility’s past compliance with certain environmental laws and regulations relating to the generation, discharge and disposal of wastewater from certain of its processes between 2004 and the present. On or about February 23, 2011, the Company received another grand jury subpoena relating to the same investigation, requesting testimony and the production of certain other documents relating to certain of the Cicero Avenue Facility’s employees, environmental and manufacturing processes, and disposal practices. On April 5, 2012, the Company received a letter from the USAO requesting the production of certain financial records from 2008 to the present. The Company has completed its response to the subpoenas and to the USAO’s request. The Company has also voluntarily instituted corrective measures at the Cicero Avenue Facility, including changes to its wastewater disposal practices. On April 12, 2012, the Company received a letter from the USAO advising that Brad Foote is a target of the criminal investigation of the Cicero Avenue Facility, and requesting that Brad Foote agree to a tolling of the applicable statute of limitations for any criminal charges relating to the investigation. Subsequently, Brad Foote has agreed to several extensions to the tolling agreement, and the tolling period now extends to July 18, 2013. There can be no assurances that the conclusion of the investigation will not result in a determination that the Company has violated applicable environmental, health and safety laws and regulations. Any violations found, or any criminal or civil fines, penalties and/or other sanctions imposed could be substantial and materially and adversely affect the Company. The Company had recorded a liability of $675 at December 31, 2010, which represented the low end of its estimate of remediation-related costs and expenses; as of March 31, 2013, those initial costs have been incurred, and additional costs have been expensed as incurred. No additional remediation related expenses are anticipated or have been accrued; however, the outcome of the investigation, the liability in connection therewith, and the impact to the Company’s operations cannot be predicted at this time. No estimate regarding the loss or range of loss, if any, that may be incurred in connection with this matter is possible at this time. | |
Other | |
The Company is also a party to additional claims and legal proceedings arising in the ordinary course of business. 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. | |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2013 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 14 — RECENT ACCOUNTING PRONOUNCEMENTS | |
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, the Company has not identified any new standards that it believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its condensed consolidated financial statements. | |
SEGMENT_REPORTING
SEGMENT REPORTING | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2013 | ||||||||||||||||||||
SEGMENT REPORTING | ' | |||||||||||||||||||
SEGMENT REPORTING | ' | |||||||||||||||||||
NOTE 15 — 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 2 megawatt (“MW”) and larger wind turbines. Production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S. domestic energy and equipment manufacturing hubs. The two facilities have a combined annual tower production capacity of approximately 500 towers, sufficient to support turbines generating more than 1,200 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 wind, oil and gas, mining 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 megawatt turbines. The Company also offers comprehensive field services to the wind 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. In February 2011, the Company put into operation its Abilene, Texas gearbox service facility (the “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. | ||||||||||||||||||||
Corporate and Eliminations | ||||||||||||||||||||
“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. | ||||||||||||||||||||
Summary financial information by reportable segment for the three months ended March 31, 2013 and 2012 was as follows: | ||||||||||||||||||||
For the Three Months Ended March 31, 2013: | Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | ||||||||||||||
Weldments | ||||||||||||||||||||
(Restated) | (Restated) | (Restated) | (Restated) | |||||||||||||||||
Revenues from external customers | $ | 29,868 | $ | 8,169 | $ | 7,469 | $ | — | $ | — | $ | 45,506 | ||||||||
Intersegment revenues (1) | 3 | 2,551 | 15 | — | (2,569 | ) | — | |||||||||||||
Operating profit (loss) | 2,154 | (2,977 | ) | (702 | ) | (2,961 | ) | 2 | (4,484 | ) | ||||||||||
Depreciation and amortization | 951 | 2,710 | 313 | 12 | — | 3,986 | ||||||||||||||
Capital expenditures | 242 | 643 | 213 | 277 | — | 1,375 | ||||||||||||||
For the Three Months Ended March 31, 2012: | Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | ||||||||||||||
Weldments | ||||||||||||||||||||
Revenues from external customers | $ | 35,169 | $ | 15,832 | $ | 3,442 | $ | — | $ | — | $ | 54,443 | ||||||||
Intersegment revenues (1) | — | 200 | — | — | (200 | ) | — | |||||||||||||
Operating profit (loss) | 1,005 | (1,121 | ) | (1,623 | ) | (2,216 | ) | 14 | (3,941 | ) | ||||||||||
Depreciation and amortization | 876 | 2,672 | 385 | 17 | — | 3,950 | ||||||||||||||
Capital expenditures | 31 | 365 | 242 | 77 | — | 715 | ||||||||||||||
Total Assets as of | ||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||
Segments: | 2013 | 2012 | ||||||||||||||||||
(Restated) | ||||||||||||||||||||
Towers and Weldments | $ | 58,977 | $ | 50,801 | ||||||||||||||||
Gearing | 71,977 | 71,371 | ||||||||||||||||||
Services | 18,410 | 13,976 | ||||||||||||||||||
Assets held for sale | 8,039 | 8,042 | ||||||||||||||||||
Corporate | 312,949 | 308,336 | ||||||||||||||||||
Eliminations | (315,051 | ) | (309,616 | ) | ||||||||||||||||
$ | 155,301 | $ | 142,910 | |||||||||||||||||
(1) Intersegment revenues generally include a 10% markup over costs and primarily consist of sales from Gearing to Services. Sales from Gearing to Services totaled $2,551 and $200 for the three months ended March 31, 2013 and 2012, respectively. | ||||||||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||
NOTE 16 — COMMITMENTS AND CONTINGENCIES | ||||||||
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. 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 can 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, operators and/or users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites. | ||||||||
In connection with the Company’s ongoing restructuring initiatives, the Company identified a $352 liability associated with the planned sale of the Cicero Avenue Facility. The liability is associated with environmental remediation costs that were identified while preparing the site for sale. | ||||||||
Warranty Liability | ||||||||
The Company provides warranty terms that range from one to seven years for various products and services supplied by the Company. In certain contracts, the Company has recourse provisions for items that would enable recovery from third parties for amounts paid to customers under warranty provisions. As of March 31, 2013 and 2012, estimated product warranty liability was $693 and $924, respectively, and is recorded within accrued liabilities in the Company’s condensed consolidated balance sheets. | ||||||||
The changes in the carrying amount of the Company’s total product warranty liability for the three months ended March 31, 2013 and 2012 were as follows: | ||||||||
For the Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Balance, beginning of period | $ | 707 | $ | 983 | ||||
Reduction of warranty reserve | (6 | ) | (9 | ) | ||||
Warranty claims | (8 | ) | (50 | ) | ||||
Balance, end of period | $ | 693 | $ | 924 | ||||
Allowance for Doubtful Accounts | ||||||||
Based upon past experience and judgment, the Company establishes an allowance for doubtful accounts with respect to accounts receivable. 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 collectability of its accounts receivable. These factors include individual customer circumstances, history with the Company and other relevant criteria. | ||||||||
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 collectability of its accounts receivable, as noted above, or modifications to its credit standards, collection practices and other related policies may impact the Company’s allowance for doubtful accounts and its financial results. The activity in the accounts receivable allowance liability for the three months ended March 31, 2013 and 2012 consists of the following: | ||||||||
For the Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Balance at beginning of period | $ | 453 | $ | 438 | ||||
Bad debt expense | 99 | 132 | ||||||
Write-offs | (254 | ) | (31 | ) | ||||
Balance at end of period | $ | 298 | $ | 539 | ||||
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. | ||||||||
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. As a result of production delays experienced, as of March 31, 2013 the Company has accrued $60 related to potential liquidated damages. The Company does not believe that any additional potential exposure will have a material adverse effect on the Company’s consolidated financial position or results of operations. | ||||||||
Other | ||||||||
As of March 31, 2013, approximately 22% of the Company’s employees were covered by two collective bargaining agreements with United Steelworkers local unions in Cicero, Illinois and Neville Island, Pennsylvania, which are scheduled to remain in effect through February 2014 and October 2017, respectively. | ||||||||
On July 20, 2011, the Company executed a strategic financing transaction (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, National Association (“Capital One”). The NMTC Transaction allows the Company to receive below market interest rate funds through the federal New Markets Tax Credit (“NMTC”) program; see Note 17, “New Markets Tax Credit Transaction” of these condensed consolidated financial statements. Pursuant to the NMTC Transaction, the gross loan and investment in the Gearbox Facility of $10,000 will generate $3,900 in tax credits over a period of seven years, which the NMTC Transaction makes available to Capital One. The 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. | ||||||||
NEW_MARKETS_TAX_CREDIT_TRANSAC
NEW MARKETS TAX CREDIT TRANSACTION | 3 Months Ended |
Mar. 31, 2013 | |
NEW MARKETS TAX CREDIT TRANSACTION | ' |
NEW MARKETS TAX CREDIT TRANSACTION | ' |
NOTE 17 — NEW MARKETS TAX CREDIT TRANSACTION | |
On July 20, 2011, 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 Broadwind Services 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 Gearbox Facility assets and operating costs, as permitted under the NMTC program. | |
The Gearbox Facility must operate and be in compliance with various regulations and restrictions for seven years 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. 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 (“VIE’s”). The ongoing activities of the VIE’s—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 VIE’s. 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 VIE’s. The Company has concluded that it is required to consolidate the VIE’s 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 condensed consolidated balance sheet. Incremental costs to maintain the transaction structure during the compliance period will be recognized as they are incurred. | |
RESTRUCTURING
RESTRUCTURING | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
RESTRUCTURING | ' | ||||||||||||||||
RESTRUCTURING | ' | ||||||||||||||||
NOTE 18 — RESTRUCTURING | |||||||||||||||||
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 has begun restructuring its facility capacity and its management structure to consolidate and increase the efficiencies of its operations. | |||||||||||||||||
The Company is executing a plan to reduce its facility footprint by approximately 40% through the sale and/or closure through the end of 2014 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 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. As discussed in more detail in Note 19, “Subsequent Event” of these condensed consolidated financial statements, in April 2013 the Company completed the sale of the Brandon Facility, generating 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 reached agreement to close or reduce its leased presence at six facilities and achieved an eventual reduction of approximately 400,000 square feet. The most significant remaining reduction relates to the Cicero Avenue Facility. The Company believes the 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 liability is associated with environmental remediation costs that were identified while preparing the site for sale. The expenses associated with this liability have been recorded as a restructuring charge. | |||||||||||||||||
Additional restructuring plans were approved in the fourth quarter of 2011. To date, the Company has incurred approximately $7,600 of costs in conjunction with its restructuring plan. Including costs incurred to date, the Company expects that a total of approximately $12,800 of net costs will be incurred to implement this restructuring plan. 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 projected expenses, the Company anticipates that a total of approximately $5,000 will consist of non-cash charges. The table below details the Company’s total net restructuring charges incurred to date and the total net expected restructuring charges as of March 31, 2013: | |||||||||||||||||
2011 | 2012 | Q1 ‘13 | Total | Total | |||||||||||||
Actual | Actual | Actual | Incurred | Projected | |||||||||||||
(Restated) | (Restated) | (Restated) | |||||||||||||||
Capital expenditures: | |||||||||||||||||
Gearing | $ | 5 | $ | 2,072 | $ | 359 | $ | 2,436 | $ | 5,059 | |||||||
Corp | — | 524 | 277 | 801 | 801 | ||||||||||||
Total capital expenditures | 5 | 2,596 | 636 | 3,237 | 5,860 | ||||||||||||
Cash expenses: | |||||||||||||||||
Cost of sales: | |||||||||||||||||
Gearing | 131 | 308 | 157 | 596 | 3,120 | ||||||||||||
Services | — | 225 | 119 | 344 | 444 | ||||||||||||
Total cost of sales | 131 | 533 | 276 | 940 | 3,564 | ||||||||||||
Selling, general, and administrative expenses: | |||||||||||||||||
Towers | — | 130 | 78 | 208 | 208 | ||||||||||||
Gearing | 35 | 520 | 65 | 620 | 620 | ||||||||||||
Services | — | 40 | — | 40 | 40 | ||||||||||||
Corporate | 406 | 49 | 458 | 913 | 913 | ||||||||||||
Total selling, general and administrative expenses | 441 | 739 | 601 | 1,781 | 1,781 | ||||||||||||
Other - Towers expected gain on Brandon Facility: | — | — | — | — | (3,400 | ) | |||||||||||
Non-cash expenses: | |||||||||||||||||
Towers | — | — | 2 | 2 | 290 | ||||||||||||
Gearing | 247 | 1,166 | 179 | 1,592 | 4,652 | ||||||||||||
Services | — | 58 | (15 | ) | 43 | 43 | |||||||||||
Corporate | 50 | — | — | 50 | 50 | ||||||||||||
Total non-cash expenses | 297 | 1,224 | 166 | 1,687 | 5,035 | ||||||||||||
Grand total | $ | 874 | $ | 5,092 | $ | 1,679 | $ | 7,645 | $ | 12,840 | |||||||
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2013 | |
SUBSEQUENT EVENT | ' |
SUBSEQUENT EVENT | ' |
NOTE 19 — SUBSEQUENT EVENT | |
In April 2013 the Company announced the sale of the Brandon Facility. Proceeds from the sale, net of closing costs, totaled approximately $11,800. A portion of these proceeds was used to repay the remaining balance of approximately $3,500 on the underlying GWB Term Loan, and the remainder will be available for general corporate purposes. Pursuant to the sale agreement, the Company transferred all of real property, trade fixtures and certain personal property related to the Brandon Facility to the purchaser. The Brandon Facility was recorded as held for sale at March 31, 2013, and the gain of approximately $3,400 associated with the sale will be recorded in the second quarter of 2013 as other income. | |
RESTATEMENT_OF_PREVIOUSLY_ISSU1
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2013 | |||||||||||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | ' | ||||||||||
Schedule of restated condensed consolidated balance sheet | ' | ||||||||||
The unaudited restated condensed consolidated balance sheet as of March 31, 2013 is presented below (in thousands, except per share data): | |||||||||||
March 31, 2013 | |||||||||||
As Previously | Restatement | Restated | |||||||||
Reported | Adjustments | ||||||||||
ASSETS | |||||||||||
CURRENT ASSETS: | |||||||||||
Cash and cash equivalents | $ | 537 | $ | — | $ | 537 | |||||
Restricted cash | 331 | — | 331 | ||||||||
Accounts receivable, net of allowance for doubtful accounts of $298 and $453 as of March 31, 2013 and December 31, 2012, respectively | 26,508 | (158 | ) | 26,350 | |||||||
Inventories, net | 30,052 | (6 | ) | 30,046 | |||||||
Prepaid expenses and other current assets | 4,184 | — | 4,184 | ||||||||
Assets held for sale | 8,039 | — | 8,039 | ||||||||
Total current assets | 69,651 | (164 | ) | 69,487 | |||||||
Property and equipment, net | 77,985 | 288 | 78,273 | ||||||||
Intangible assets, net | 6,790 | — | 6,790 | ||||||||
Other assets | 751 | — | 751 | ||||||||
TOTAL ASSETS | $ | 155,177 | $ | 124 | $ | 155,301 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
CURRENT LIABILITIES: | |||||||||||
Lines of credit and notes payable | $ | 6,172 | $ | — | $ | 6,172 | |||||
Current maturities of long-term debt | 330 | — | 330 | ||||||||
Current portions of capital lease obligations | 1,749 | — | 1,749 | ||||||||
Accounts payable | 24,880 | (199 | ) | 24,681 | |||||||
Accrued liabilities | 5,815 | 23 | 5,838 | ||||||||
Customer deposits | 8,212 | — | 8,212 | ||||||||
Liabilities held for sale | 3,609 | — | 3,609 | ||||||||
Total current liabilities | 50,767 | (176 | ) | 50,591 | |||||||
LONG-TERM LIABILITIES: | |||||||||||
Long-term debt, net of current maturities | 2,816 | — | 2,816 | ||||||||
Long-term capital lease obligations, net of current portions | 539 | — | 539 | ||||||||
Other | 2,240 | — | 2,240 | ||||||||
Total long-term liabilities | 5,595 | — | 5,595 | ||||||||
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; 14,357,053 and 14,197,792 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively | 14 | — | 14 | ||||||||
Additional paid-in capital | 374,171 | — | 374,171 | ||||||||
Accumulated deficit | (275,370 | ) | 300 | (275,070 | ) | ||||||
Total stockholders’ equity | 98,815 | 300 | 99,115 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 155,177 | $ | 124 | $ | 155,301 | |||||
Schedule of restated condensed quarterly consolidated statement of operations | ' | ||||||||||
The unaudited restated condensed quarterly consolidated statement of operations for the three months ended March 31, 2013 is presented below (in thousands, except per share data): | |||||||||||
Three Months Ended March 31, 2013 | |||||||||||
As previously | Restatement | Restated | |||||||||
Reported | Adjustments | ||||||||||
Revenues | $ | 45,664 | $ | (158 | ) | $ | 45,506 | ||||
Cost of sales | 43,043 | (162 | ) | 42,881 | |||||||
Restructuring | 455 | — | 455 | ||||||||
Gross profit | 2,166 | 4 | 2,170 | ||||||||
OPERATING EXPENSES: | |||||||||||
Selling, general and administrative | 5,396 | (8 | ) | 5,388 | |||||||
Intangible amortization | 665 | — | 665 | ||||||||
Restructuring | 601 | — | 601 | ||||||||
Total operating expenses | 6,662 | (8 | ) | 6,654 | |||||||
Operating loss | (4,496 | ) | 12 | (4,484 | ) | ||||||
OTHER (EXPENSE) INCOME, net: | |||||||||||
Interest expense, net | (391 | ) | — | (391 | ) | ||||||
Other, net | 335 | — | 335 | ||||||||
Gain (loss) on sale of assets and restructuring | (275 | ) | 288 | 13 | |||||||
Total other (expense) income, net | (331 | ) | 288 | (43 | ) | ||||||
Net loss from continuing operations before provision for income taxes | (4,827 | ) | 300 | (4,527 | ) | ||||||
Provision for income taxes | 22 | — | 22 | ||||||||
LOSS FROM CONTINUING OPERATIONS | (4,849 | ) | 300 | (4,549 | ) | ||||||
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | (210 | ) | — | (210 | ) | ||||||
NET LOSS | $ | (5,059 | ) | $ | 300 | $ | (4,759 | ) | |||
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: | |||||||||||
Loss from continuing operations | $ | (0.34 | ) | $ | 0.02 | $ | (0.32 | ) | |||
Loss from discontinued operations | (0.01 | ) | — | (0.01 | ) | ||||||
Net loss | $ | (0.35 | ) | $ | 0.02 | $ | (0.33 | ) | |||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted | 14,267 | — | 14,267 | ||||||||
Schedule of restated condensed consolidated statement of cash flows | ' | ||||||||||
The unaudited restated condensed consolidated statement of cash flows for the three months ended March 31, 2013 is presented below (in thousands): | |||||||||||
Three Months Ended March 31, | |||||||||||
As previously | Restatement | Restated | |||||||||
Reported | Adjustments | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net loss | $ | (5,059 | ) | $ | 300 | $ | (4,759 | ) | |||
Loss from discontinued operations | 210 | — | 210 | ||||||||
Loss from continuing operations | (4,849 | ) | 300 | (4,549 | ) | ||||||
Adjustments to reconcile net cash used in operating activities: | |||||||||||
Depreciation and amortization expense | 3,986 | — | 3,986 | ||||||||
Impairment charges | 288 | (288 | ) | — | |||||||
Stock-based compensation | 427 | — | 427 | ||||||||
Allowance for doubtful accounts | (154 | ) | — | (154 | ) | ||||||
Common stock issued under defined contribution 401(k) plan | 138 | — | 138 | ||||||||
Loss on disposal of assets | 15 | — | 15 | ||||||||
Changes in operating assets and liabilities: | — | ||||||||||
Accounts receivable | (6,314 | ) | 158 | (6,156 | ) | ||||||
Inventories | (8,064 | ) | 6 | (8,058 | ) | ||||||
Prepaid expenses and other current assets | (503 | ) | — | (503 | ) | ||||||
Accounts payable | 8,051 | (199 | ) | 7,852 | |||||||
Accrued liabilities | (92 | ) | 23 | (69 | ) | ||||||
Customer deposits | 4,149 | — | 4,149 | ||||||||
Other non-current assets and liabilities | 82 | — | 82 | ||||||||
Net cash used in operating activities of continuing operations | (2,840 | ) | — | (2,840 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Proceeds from sale of logistics business and related note receivable | — | — | |||||||||
Purchases of property and equipment | (1,375 | ) | — | (1,375 | ) | ||||||
Proceeds from disposals of property and equipment | 4 | — | 4 | ||||||||
Decrease in restricted cash | — | — | — | ||||||||
Net cash used in investing activities of continuing operations | (1,371 | ) | — | (1,371 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Payments on lines of credit and notes payable | (44,606 | ) | — | (44,606 | ) | ||||||
Proceeds from lines of credit and notes payable | 49,408 | — | 49,408 | ||||||||
Principal payments on capital leases | (570 | ) | — | (570 | ) | ||||||
Net cash provided by (used in) financing activities of continuing operations | 4,232 | — | 4,232 | ||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 21 | — | 21 | ||||||||
CASH AND CASH EQUIVALENTS, beginning of the period | 516 | — | 516 | ||||||||
CASH AND CASH EQUIVALENTS, end of the period | $ | 537 | $ | — | $ | 537 | |||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
EARNINGS PER SHARE | ' | |||||||
Reconciliation of basic and diluted earnings per share | ' | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2013 | 2012 | |||||||
(Restated) | ||||||||
Basic earnings per share calculation: | ||||||||
Net loss | $ | (4,759 | ) | $ | (3,860 | ) | ||
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 | ||||||
Basic net loss per share | $ | (0.33 | ) | $ | (0.28 | ) | ||
Diluted earnings per share calculation: | ||||||||
Net loss | $ | (4,759 | ) | $ | (3,860 | ) | ||
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 | ||||||
Common stock equivalents: | ||||||||
Stock options and unvested restricted stock units (1) | — | — | ||||||
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 | ||||||
Diluted net loss per share | $ | (0.33 | ) | $ | (0.28 | ) | ||
(1) Stock options and unvested restricted stock units granted and outstanding of 953,899 and 465,128 as of March 31, 2013 and 2012, respectively, are excluded from the computation of diluted earnings per share due to the anti-dilutive effect as a result of the Company’s net loss for these respective periods. | ||||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
INVENTORIES | ' | |||||||
Schedule of the components of inventories | ' | |||||||
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
(Restated) | ||||||||
Raw materials | $ | 14,332 | $ | 8,697 | ||||
Work-in-process | 11,541 | 9,505 | ||||||
Finished goods | 4,880 | 4,558 | ||||||
30,753 | 22,760 | |||||||
Less: Reserve for excess and obsolete inventory | (707 | ) | (772 | ) | ||||
Net inventories | $ | 30,046 | $ | 21,988 | ||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2013 | ||||||||||||||||||||
INTANGIBLE ASSETS | ' | |||||||||||||||||||
Schedule of the cost basis, accumulated amortization and net book value of intangible assets | ' | |||||||||||||||||||
March 31, 2013 | December 31, 2012 | |||||||||||||||||||
Net | Net | |||||||||||||||||||
Cost | Accumulated | Book | Cost | Accumulated | Book | |||||||||||||||
Basis | Amortization | Value | Basis | Amortization | Value | |||||||||||||||
Intangible assets: | ||||||||||||||||||||
Customer relationships | $ | 3,979 | $ | (3,008 | ) | $ | 971 | $ | 3,979 | $ | (2,444 | ) | $ | 1,535 | ||||||
Trade names | 7,999 | (2,180 | ) | 5,819 | 7,999 | (2,080 | ) | 5,919 | ||||||||||||
Intangible assets | $ | 11,978 | $ | (5,188 | ) | $ | 6,790 | $ | 11,978 | $ | (4,524 | ) | $ | 7,454 | ||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
ACCRUED LIABILITIES | ' | |||||||
Schedule of accrued liabilities | ' | |||||||
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
(Restated) | ||||||||
Accrued payroll and benefits | $ | 2,641 | $ | 2,913 | ||||
Accrued property taxes | 190 | 367 | ||||||
Income taxes payable | 451 | 443 | ||||||
Accrued professional fees | 820 | 526 | ||||||
Accrued warranty liability | 693 | 707 | ||||||
Accrued environmental reserve | 352 | 352 | ||||||
Accrued other | 691 | 704 | ||||||
Total accrued liabilities | $ | 5,838 | $ | 6,012 | ||||
DEBT_AND_CREDIT_AGREEMENTS_Tab
DEBT AND CREDIT AGREEMENTS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
DEBT AND CREDIT AGREEMENTS | ' | |||||||
Schedule of outstanding debt balances | ' | |||||||
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
Lines of credit | $ | 6,172 | $ | 955 | ||||
Term loans and notes payable | 3,146 | 3,308 | ||||||
Less: Current portion | (6,502 | ) | (1,307 | ) | ||||
Long-term debt, net of current maturities | $ | 2,816 | $ | 2,956 | ||||
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
SHARE-BASED COMPENSATION | ' | |||||||
Schedule of stock option activity | ' | |||||||
Options | Weighted Average | |||||||
Exercise Price | ||||||||
Outstanding as of December 31, 2012 | 286,455 | $ | 26.8 | |||||
Forfeited | (37,580 | ) | $ | 15.94 | ||||
Outstanding as of March 31, 2013 | 248,875 | $ | 28.44 | |||||
Exercisable as of March 31, 2013 | 76,040 | $ | 72.76 | |||||
Schedule of RSU activity | ' | |||||||
Number of RSU’s | Weighted Average | |||||||
Grant-Date Fair Value | ||||||||
Per RSU | ||||||||
Outstanding as of December 31, 2012 | 761,662 | $ | 6.01 | |||||
Granted | 248,633 | $ | 3 | |||||
Vested | (110,666 | ) | $ | 9.08 | ||||
Forfeited | (194,605 | ) | $ | 4.51 | ||||
Outstanding as of March 31, 2013 | 705,024 | $ | 4.88 | |||||
Schedule of share-based compensation expense | ' | |||||||
Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Share-based compensation expense: | ||||||||
Cost of sales | $ | 31 | $ | — | ||||
Selling, general and administrative | 396 | 665 | ||||||
Income tax benefit (1) | — | — | ||||||
Net effect of share-based compensation expense on net loss | $ | 427 | $ | 665 | ||||
Reduction in earnings per share: | ||||||||
Basic and diluted earnings per share (2) | $ | 0.03 | $ | 0.05 | ||||
(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 three months ended March 31, 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 Company’s valuation allowance. | ||||||||
(2) Diluted earnings per share for the three months ended March 31, 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) | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2013 | ||||||||||||||||||||
SEGMENT REPORTING | ' | |||||||||||||||||||
Schedule of financial information by reportable segment | ' | |||||||||||||||||||
For the Three Months Ended March 31, 2013: | Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | ||||||||||||||
Weldments | ||||||||||||||||||||
(Restated) | (Restated) | (Restated) | (Restated) | |||||||||||||||||
Revenues from external customers | $ | 29,868 | $ | 8,169 | $ | 7,469 | $ | — | $ | — | $ | 45,506 | ||||||||
Intersegment revenues (1) | 3 | 2,551 | 15 | — | (2,569 | ) | — | |||||||||||||
Operating profit (loss) | 2,154 | (2,977 | ) | (702 | ) | (2,961 | ) | 2 | (4,484 | ) | ||||||||||
Depreciation and amortization | 951 | 2,710 | 313 | 12 | — | 3,986 | ||||||||||||||
Capital expenditures | 242 | 643 | 213 | 277 | — | 1,375 | ||||||||||||||
For the Three Months Ended March 31, 2012: | Towers and | Gearing | Services | Corporate | Eliminations | Consolidated | ||||||||||||||
Weldments | ||||||||||||||||||||
Revenues from external customers | $ | 35,169 | $ | 15,832 | $ | 3,442 | $ | — | $ | — | $ | 54,443 | ||||||||
Intersegment revenues (1) | — | 200 | — | — | (200 | ) | — | |||||||||||||
Operating profit (loss) | 1,005 | (1,121 | ) | (1,623 | ) | (2,216 | ) | 14 | (3,941 | ) | ||||||||||
Depreciation and amortization | 876 | 2,672 | 385 | 17 | — | 3,950 | ||||||||||||||
Capital expenditures | 31 | 365 | 242 | 77 | — | 715 | ||||||||||||||
Total Assets as of | ||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||
Segments: | 2013 | 2012 | ||||||||||||||||||
(Restated) | ||||||||||||||||||||
Towers and Weldments | $ | 58,977 | $ | 50,801 | ||||||||||||||||
Gearing | 71,977 | 71,371 | ||||||||||||||||||
Services | 18,410 | 13,976 | ||||||||||||||||||
Assets held for sale | 8,039 | 8,042 | ||||||||||||||||||
Corporate | 312,949 | 308,336 | ||||||||||||||||||
Eliminations | (315,051 | ) | (309,616 | ) | ||||||||||||||||
$ | 155,301 | $ | 142,910 | |||||||||||||||||
(1) Intersegment revenues generally include a 10% markup over costs and primarily consist of sales from Gearing to Services. Sales from Gearing to Services totaled $2,551 and $200 for the three months ended March 31, 2013 and 2012, respectively. | ||||||||||||||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2013 | ||||||||
COMMITMENTS AND CONTINGENCIES | ' | |||||||
Schedule of changes in the carrying amount of the total product warranty liability | ' | |||||||
For the Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Balance, beginning of period | $ | 707 | $ | 983 | ||||
Reduction of warranty reserve | (6 | ) | (9 | ) | ||||
Warranty claims | (8 | ) | (50 | ) | ||||
Balance, end of period | $ | 693 | $ | 924 | ||||
Schedule of the activity in the accounts receivable allowance liability | ' | |||||||
For the Three Months Ended March 31, | ||||||||
2013 | 2012 | |||||||
Balance at beginning of period | $ | 453 | $ | 438 | ||||
Bad debt expense | 99 | 132 | ||||||
Write-offs | (254 | ) | (31 | ) | ||||
Balance at end of period | $ | 298 | $ | 539 | ||||
RESTRUCTURING_Tables
RESTRUCTURING (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
RESTRUCTURING | ' | ||||||||||||||||
Schedule of total restructuring charges incurred to date and the total expected restructuring charges | ' | ||||||||||||||||
2011 | 2012 | Q1 ‘13 | Total | Total | |||||||||||||
Actual | Actual | Actual | Incurred | Projected | |||||||||||||
(Restated) | (Restated) | (Restated) | |||||||||||||||
Capital expenditures: | |||||||||||||||||
Gearing | $ | 5 | $ | 2,072 | $ | 359 | $ | 2,436 | $ | 5,059 | |||||||
Corp | — | 524 | 277 | 801 | 801 | ||||||||||||
Total capital expenditures | 5 | 2,596 | 636 | 3,237 | 5,860 | ||||||||||||
Cash expenses: | |||||||||||||||||
Cost of sales: | |||||||||||||||||
Gearing | 131 | 308 | 157 | 596 | 3,120 | ||||||||||||
Services | — | 225 | 119 | 344 | 444 | ||||||||||||
Total cost of sales | 131 | 533 | 276 | 940 | 3,564 | ||||||||||||
Selling, general, and administrative expenses: | |||||||||||||||||
Towers | — | 130 | 78 | 208 | 208 | ||||||||||||
Gearing | 35 | 520 | 65 | 620 | 620 | ||||||||||||
Services | — | 40 | — | 40 | 40 | ||||||||||||
Corporate | 406 | 49 | 458 | 913 | 913 | ||||||||||||
Total selling, general and administrative expenses | 441 | 739 | 601 | 1,781 | 1,781 | ||||||||||||
Other - Towers expected gain on Brandon Facility: | — | — | — | — | (3,400 | ) | |||||||||||
Non-cash expenses: | |||||||||||||||||
Towers | — | — | 2 | 2 | 290 | ||||||||||||
Gearing | 247 | 1,166 | 179 | 1,592 | 4,652 | ||||||||||||
Services | — | 58 | (15 | ) | 43 | 43 | |||||||||||
Corporate | 50 | — | — | 50 | 50 | ||||||||||||
Total non-cash expenses | 297 | 1,224 | 166 | 1,687 | 5,035 | ||||||||||||
Grand total | $ | 874 | $ | 5,092 | $ | 1,679 | $ | 7,645 | $ | 12,840 | |||||||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | 27 Months Ended | 0 Months Ended | |||||
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Apr. 30, 2013 | Aug. 22, 2012 | Mar. 31, 2013 | Aug. 23, 2012 | |
Brandon Facility | Credit facility | Credit facility | Credit facility | ||||||
Description of Business | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue as a percentage of sales associated with new wind turbine installations | 57.00% | 64.00% | ' | ' | ' | ' | ' | ' | ' |
BASIS OF PRESENTATION | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facilities, term of credit agreements | ' | ' | ' | ' | ' | ' | '3 years | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | $20,000,000 |
Maximum borrowing capacity of the face value of eligible receivables (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% |
Maximum percentage of book value of inventories that may be financed | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Liquidity | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in liquidity as a result of the sale of manufacturing facility | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' |
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 | 330,000 | ' | ' | ' | 330,000 | ' | ' | ' | ' |
Outstanding indebtedness under the Credit Facility | ' | ' | ' | ' | ' | ' | ' | 6,172,000 | ' |
Restructuring charges incurred | 1,679,000 | ' | 5,092,000 | 874,000 | 7,645,000 | ' | ' | ' | ' |
Expected cost to be incurred to implement the restructuring plan | 12,840,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash expenditure expected to be incurred | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Anticipated annual cash flow savings from restructuring efforts | $6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
RESTATEMENT_OF_PREVIOUSLY_ISSU2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) (Tower and Weldments, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Tower and Weldments | ' |
Background on the Restatement | ' |
Overstatement of cost of sales | $938 |
RESTATEMENT_OF_PREVIOUSLY_ISSU3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 | Sep. 30, 2013 |
Cost of sales | $42,881 | $51,822 | ' |
Gross profit | 2,170 | 2,232 | ' |
Accounts payable | 7,852 | 7,588 | ' |
Revenues | 45,506 | 54,443 | ' |
Reversal of property and equipment charge | 6,654 | 6,173 | ' |
Restatement Adjustments | ' | ' | ' |
Cost of sales | -162 | ' | ' |
Gross profit | 4 | ' | ' |
Accounts payable | -199 | ' | ' |
Revenues | -158 | ' | ' |
Reversal of property and equipment charge | -8 | ' | ' |
Other Operating Statement Adjustments | ' | ' | ' |
Reversal of property and equipment charge | -288 | ' | ' |
Other miscellaneous adjustments resulted in an increase to cost of sales | 30 | ' | ' |
Other miscellaneous adjustments resulted in a decrease to selling, general and administrative expenses | 8 | ' | ' |
Tower and Weldments | ' | ' | ' |
Overstatement of cost of sales | ' | ' | 938 |
Revenues | 29,868 | 35,169 | ' |
Tower and Weldments | Adjustments Related to Towers and Weldments Overstatement of Cost of Sales | ' | ' | ' |
Overstatement of cost of sales | -199 | ' | ' |
Gross profit | 199 | ' | ' |
Accounts payable | -199 | ' | ' |
Tower and Weldments | Other Operating Statement Adjustments | ' | ' | ' |
Cost of sales | -110 | ' | ' |
Revenues | -158 | ' | ' |
Gearing | ' | ' | ' |
Revenues | 8,169 | 15,832 | ' |
Gearing | Other Operating Statement Adjustments | ' | ' | ' |
Cost of sales | $117 | ' | ' |
RESTATEMENT_OF_PREVIOUSLY_ISSU4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 3) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | ||||
CURRENT ASSETS: | ' | ' | ' | ' |
Cash and cash equivalents | $537 | $516 | $10,857 | $13,340 |
Restricted cash | 331 | 330 | ' | ' |
Accounts receivable, net of allowance for doubtful accounts of $298 and $453 as of March 31, 2013 and December 31, 2012, respectively | 26,350 | 20,039 | ' | ' |
Inventories, net | 30,046 | 21,988 | ' | ' |
Prepaid expenses and other current assets | 4,184 | 3,836 | ' | ' |
Assets held for sale | 8,039 | 8,042 | ' | ' |
Total current assets | 69,487 | 54,751 | ' | ' |
Property and equipment, net | 78,273 | 79,889 | ' | ' |
Intangible assets, net | 6,790 | 7,454 | ' | ' |
Other assets | 751 | 816 | ' | ' |
Total Assets | 155,301 | 142,910 | ' | ' |
CURRENT LIABILITIES: | ' | ' | ' | ' |
Lines of credit and notes payable | 6,172 | 955 | ' | ' |
Current maturities of long-term debt | 330 | 352 | ' | ' |
Current portions of capital lease obligations | 1,749 | 2,217 | ' | ' |
Accounts payable | 24,681 | 16,377 | ' | ' |
Accrued liabilities | 5,838 | 6,012 | ' | ' |
Customer deposits | 8,212 | 4,063 | ' | ' |
Liabilities held for sale | 3,609 | 3,860 | ' | ' |
Total current liabilities | 50,591 | 33,836 | ' | ' |
LONG-TERM LIABILITIES: | ' | ' | ' | ' |
Long-term debt, net of current maturities | 2,816 | 2,956 | ' | ' |
Long-term capital lease obligations, net of current portions | 539 | 641 | ' | ' |
Other | 2,240 | 2,169 | ' | ' |
Total long-term liabilities | 5,595 | 5,766 | ' | ' |
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; 14,357,053 and 14,197,792 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively | 14 | 14 | ' | ' |
Additional paid-in capital | 374,171 | 373,605 | ' | ' |
Accumulated deficit | -275,070 | -270,311 | ' | ' |
Total stockholders' equity | 99,115 | 103,308 | ' | ' |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 155,301 | 142,910 | ' | ' |
Accounts receivable, allowance for doubtful accounts (in dollars) | 298 | 453 | 539 | 438 |
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 | 14,357,053 | 14,197,792 | ' | ' |
Common stock, shares outstanding | 14,357,053 | 14,197,792 | ' | ' |
As Previously Reported | ' | ' | ' | ' |
CURRENT ASSETS: | ' | ' | ' | ' |
Cash and cash equivalents | 537 | 516 | ' | ' |
Restricted cash | 331 | ' | ' | ' |
Accounts receivable, net of allowance for doubtful accounts of $298 and $453 as of March 31, 2013 and December 31, 2012, respectively | 26,508 | ' | ' | ' |
Inventories, net | 30,052 | ' | ' | ' |
Prepaid expenses and other current assets | 4,184 | ' | ' | ' |
Assets held for sale | 8,039 | ' | ' | ' |
Total current assets | 69,651 | ' | ' | ' |
Property and equipment, net | 77,985 | ' | ' | ' |
Intangible assets, net | 6,790 | ' | ' | ' |
Other assets | 751 | ' | ' | ' |
Total Assets | 155,177 | ' | ' | ' |
CURRENT LIABILITIES: | ' | ' | ' | ' |
Lines of credit and notes payable | 6,172 | ' | ' | ' |
Current maturities of long-term debt | 330 | ' | ' | ' |
Current portions of capital lease obligations | 1,749 | ' | ' | ' |
Accounts payable | 24,880 | ' | ' | ' |
Accrued liabilities | 5,815 | ' | ' | ' |
Customer deposits | 8,212 | ' | ' | ' |
Liabilities held for sale | 3,609 | ' | ' | ' |
Total current liabilities | 50,767 | ' | ' | ' |
LONG-TERM LIABILITIES: | ' | ' | ' | ' |
Long-term debt, net of current maturities | 2,816 | ' | ' | ' |
Long-term capital lease obligations, net of current portions | 539 | ' | ' | ' |
Other | 2,240 | ' | ' | ' |
Total long-term liabilities | 5,595 | ' | ' | ' |
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; 14,357,053 and 14,197,792 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively | 14 | ' | ' | ' |
Additional paid-in capital | 374,171 | ' | ' | ' |
Accumulated deficit | -275,370 | ' | ' | ' |
Total stockholders' equity | 98,815 | ' | ' | ' |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 155,177 | ' | ' | ' |
Restatement Adjustments | ' | ' | ' | ' |
CURRENT ASSETS: | ' | ' | ' | ' |
Accounts receivable, net of allowance for doubtful accounts of $298 and $453 as of March 31, 2013 and December 31, 2012, respectively | -158 | ' | ' | ' |
Inventories, net | -6 | ' | ' | ' |
Total current assets | -164 | ' | ' | ' |
Property and equipment, net | 288 | ' | ' | ' |
Total Assets | 124 | ' | ' | ' |
CURRENT LIABILITIES: | ' | ' | ' | ' |
Accounts payable | -199 | ' | ' | ' |
Accrued liabilities | 23 | ' | ' | ' |
Total current liabilities | -176 | ' | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' | ' | ' |
Accumulated deficit | 300 | ' | ' | ' |
Total stockholders' equity | 300 | ' | ' | ' |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $124 | ' | ' | ' |
RESTATEMENT_OF_PREVIOUSLY_ISSU5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 4) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
Revenues | $45,506 | $54,443 |
Cost of sales | 42,881 | 51,822 |
Restructuring | 455 | 389 |
Gross profit | 2,170 | 2,232 |
OPERATING EXPENSES: | ' | ' |
Selling, general and administrative | 5,388 | 5,883 |
Intangible amortization | 665 | 215 |
Restructuring | 601 | 75 |
Total operating expenses | 6,654 | 6,173 |
Operating loss | -4,484 | -3,941 |
OTHER (EXPENSE) INCOME, net: | ' | ' |
Interest expense, net | -391 | -262 |
Other, net | 335 | 363 |
Gain (loss) on sale of assets and restructuring | 13 | ' |
Total other (expense) income, net | -43 | 101 |
Net loss from continuing operations before provision for income taxes | -4,527 | -3,840 |
Provision for income taxes | 22 | 20 |
LOSS FROM CONTINUING OPERATIONS | -4,549 | -3,860 |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | -210 | ' |
NET LOSS | -4,759 | -3,860 |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.32) | ($0.28) |
Loss from discontinued operations (in dollars per share) | ($0.01) | ' |
Net loss (in dollars per share) | ($0.33) | ($0.28) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | 14,267 | 13,980 |
As Previously Reported | ' | ' |
Revenues | 45,664 | ' |
Cost of sales | 43,043 | ' |
Restructuring | 455 | ' |
Gross profit | 2,166 | ' |
OPERATING EXPENSES: | ' | ' |
Selling, general and administrative | 5,396 | ' |
Intangible amortization | 665 | ' |
Restructuring | 601 | ' |
Total operating expenses | 6,662 | ' |
Operating loss | -4,496 | ' |
OTHER (EXPENSE) INCOME, net: | ' | ' |
Interest expense, net | -391 | ' |
Other, net | 335 | ' |
Gain (loss) on sale of assets and restructuring | -275 | ' |
Total other (expense) income, net | -331 | ' |
Net loss from continuing operations before provision for income taxes | -4,827 | ' |
Provision for income taxes | 22 | ' |
LOSS FROM CONTINUING OPERATIONS | -4,849 | ' |
LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX | -210 | ' |
NET LOSS | -5,059 | ' |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: | ' | ' |
Loss from continuing operations (in dollars per share) | ($0.34) | ' |
Loss from discontinued operations (in dollars per share) | ($0.01) | ' |
Net loss (in dollars per share) | ($0.35) | ' |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | 14,267 | ' |
Restatement Adjustments | ' | ' |
Revenues | -158 | ' |
Cost of sales | -162 | ' |
Gross profit | 4 | ' |
OPERATING EXPENSES: | ' | ' |
Selling, general and administrative | -8 | ' |
Total operating expenses | -8 | ' |
Operating loss | 12 | ' |
OTHER (EXPENSE) INCOME, net: | ' | ' |
Gain (loss) on sale of assets and restructuring | 288 | ' |
Total other (expense) income, net | 288 | ' |
Net loss from continuing operations before provision for income taxes | 300 | ' |
LOSS FROM CONTINUING OPERATIONS | 300 | ' |
NET LOSS | $300 | ' |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: | ' | ' |
Loss from continuing operations (in dollars per share) | $0.02 | ' |
Net loss (in dollars per share) | $0.02 | ' |
RESTATEMENT_OF_PREVIOUSLY_ISSU6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 5) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($4,759) | ($3,860) |
Loss from discontinued operations | 210 | ' |
Loss from continuing operations | -4,549 | -3,860 |
Adjustments to reconcile net cash used in operating activities: | ' | ' |
Depreciation and amortization expense | 3,986 | 3,950 |
Impairment charges | 0 | 0 |
Stock-based compensation | 427 | 665 |
Allowance for doubtful accounts | -154 | 134 |
Common stock issued under defined contribution 401(k) plan | 138 | ' |
Loss on disposal of assets | 15 | 23 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -6,156 | 1,988 |
Inventories | -8,058 | -9,007 |
Prepaid expenses and other current assets | -503 | 932 |
Accounts payable | 7,852 | 7,588 |
Accrued liabilities | -69 | -1,118 |
Customer deposits | 4,149 | -2,729 |
Other non-current assets and liabilities | 82 | 35 |
Net cash used in operating activities of continuing operations | -2,840 | -1,399 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -1,375 | -715 |
Proceeds from disposals of property and equipment | 4 | 6 |
Net cash used in investing activities of continuing operations | -1,371 | -112 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Payments on lines of credit and notes payable | -44,606 | -708 |
Proceeds from lines of credit and notes payable | 49,408 | ' |
Principal payments on capital leases | -570 | -264 |
Net cash provided by (used in) financing activities of continuing operations | 4,232 | -972 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 21 | -2,483 |
CASH AND CASH EQUIVALENTS, beginning of the period | 516 | 13,340 |
CASH AND CASH EQUIVALENTS, end of the period | 537 | 10,857 |
As Previously Reported | ' | ' |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | -5,059 | ' |
Loss from discontinued operations | 210 | ' |
Loss from continuing operations | -4,849 | ' |
Adjustments to reconcile net cash used in operating activities: | ' | ' |
Depreciation and amortization expense | 3,986 | ' |
Impairment charges | 288 | ' |
Stock-based compensation | 427 | ' |
Allowance for doubtful accounts | -154 | ' |
Common stock issued under defined contribution 401(k) plan | 138 | ' |
Loss on disposal of assets | 15 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -6,314 | ' |
Inventories | -8,064 | ' |
Prepaid expenses and other current assets | -503 | ' |
Accounts payable | 8,051 | ' |
Accrued liabilities | -92 | ' |
Customer deposits | 4,149 | ' |
Other non-current assets and liabilities | 82 | ' |
Net cash used in operating activities of continuing operations | -2,840 | ' |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -1,375 | ' |
Proceeds from disposals of property and equipment | 4 | ' |
Net cash used in investing activities of continuing operations | -1,371 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Payments on lines of credit and notes payable | -44,606 | ' |
Proceeds from lines of credit and notes payable | 49,408 | ' |
Principal payments on capital leases | -570 | ' |
Net cash provided by (used in) financing activities of continuing operations | 4,232 | ' |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 21 | ' |
CASH AND CASH EQUIVALENTS, beginning of the period | 516 | ' |
CASH AND CASH EQUIVALENTS, end of the period | 537 | ' |
Restatement Adjustments | ' | ' |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | 300 | ' |
Loss from continuing operations | 300 | ' |
Adjustments to reconcile net cash used in operating activities: | ' | ' |
Impairment charges | -288 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 158 | ' |
Inventories | 6 | ' |
Accounts payable | -199 | ' |
Accrued liabilities | $23 | ' |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
Basic earnings per share calculation: | ' | ' |
Net loss | ($4,759) | ($3,860) |
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 |
Basic net loss per share (in dollars per share) | ($0.33) | ($0.28) |
Diluted earnings per share calculation: | ' | ' |
Net loss | ($4,759) | ($3,860) |
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 |
Weighted average number of common shares outstanding | 14,267,149 | 13,979,567 |
Diluted net loss per share (in dollars per share) | ($0.33) | ($0.28) |
Stock options and unvested restricted stock units granted and outstanding excluded from the computation of diluted earnings per share, due to the anti-dilutive effect (in shares) | 953,899 | 465,128 |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (Badger, USD $) | 1 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2011 | Mar. 31, 2013 |
Badger | ' | ' |
DISCONTINUED OPERATIONS | ' | ' |
Noncash proceeds from sale in the form of a secured promissory note | $1,500 | ' |
Discontinued operation charge | ' | 210 |
Secured promissory note receivable | ' | $150 |
CASH_AND_CASH_EQUIVALENTS_Deta
CASH AND CASH EQUIVALENTS (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
CASH AND CASH EQUIVALENTS | ' | ' | ' | ' |
Cash and cash equivalents | $537 | $516 | $10,857 | $13,340 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
INVENTORIES | ' | ' |
Raw materials | $14,332 | $8,697 |
Work-in-process | 11,541 | 9,505 |
Finished goods | 4,880 | 4,558 |
Gross inventories | 30,753 | 22,760 |
Less: Reserve for excess and obsolete inventory | -707 | -772 |
Net inventories | $30,046 | $21,988 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2013 | Dec. 31, 2012 |
INTANGIBLE ASSETS | ' | ' |
Impairment of assets | $0 | ' |
Cost Basis | 11,978 | 11,978 |
Accumulated Amortization | -5,188 | -4,524 |
Net Book Value | 6,790 | 7,454 |
Minimum | ' | ' |
INTANGIBLE ASSETS | ' | ' |
Estimated useful life | '10 years | ' |
Maximum | ' | ' |
INTANGIBLE ASSETS | ' | ' |
Estimated useful life | '20 years | ' |
Customer relationships | ' | ' |
INTANGIBLE ASSETS | ' | ' |
Cost Basis | 3,979 | 3,979 |
Accumulated Amortization | -3,008 | -2,444 |
Net Book Value | 971 | 1,535 |
Trade names | ' | ' |
INTANGIBLE ASSETS | ' | ' |
Cost Basis | 7,999 | 7,999 |
Accumulated Amortization | -2,180 | -2,080 |
Net Book Value | $5,819 | $5,919 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
ACCRUED LIABILITIES | ' | ' | ' | ' |
Accrued payroll and benefits | $2,641 | $2,913 | ' | ' |
Accrued property taxes | 190 | 367 | ' | ' |
Income taxes payable | 451 | 443 | ' | ' |
Accrued professional fees | 820 | 526 | ' | ' |
Accrued warranty liability | 693 | 707 | 924 | 983 |
Accrued environmental reserve | 352 | 352 | ' | ' |
Accrued other | 691 | 704 | ' | ' |
Total accrued liabilities | $5,838 | $6,012 | ' | ' |
DEBT_AND_CREDIT_AGREEMENTS_Det
DEBT AND CREDIT AGREEMENTS (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Aug. 22, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Aug. 23, 2012 | Aug. 23, 2012 | Apr. 05, 2010 | Apr. 28, 2009 | Mar. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | New Markets Tax Credit Transaction | Term loans and notes payable | Term loans and notes payable | Credit facility | Credit facility | Credit facility | Credit facility | Credit facility | Great Western Bank, construction loan | Great Western Bank, construction loan | Great Western Bank, Term Loan | Term loans | ||
Minimum | item | |||||||||||||
Credit Facilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, gross | ' | ' | ' | $3,146 | $3,308 | ' | $6,172 | $955 | ' | ' | ' | ' | ' | ' |
Less-Current portion | -6,502 | -1,307 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net of current maturities | 2,816 | 2,956 | 2,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | 6,500 | 10,000 | ' | ' |
Line of credit facilities, term of credit agreements | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity of the face value of eligible receivables (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% | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | 8.50% | ' | ' | ' |
Annual unused line fee (as a percent) | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding indebtedness under the Credit Facility | ' | ' | ' | ' | ' | ' | 6,172 | ' | ' | ' | ' | ' | ' | ' |
Additional ability to borrow up | ' | ' | ' | ' | ' | ' | 12,316 | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | 5.25% | ' | ' | ' | ' | ' | ' | ' |
Number of financial covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' |
Amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,609 | $546 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2013 |
FAIR VALUE MEASUREMENTS | ' |
Additional impairment to identifiable intangible assets | $0 |
Additional impairment to property and equipment assets | $0 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 |
INCOME TAXES | ' | ' | ' |
Deferred income taxes due, net | $0 | ' | ' |
Provision for income taxes | 22 | 20 | ' |
Net operating loss carryforwards | ' | ' | 153,629 |
Expiration of the statute of limitations | ' | ' | ' |
Income Taxes | ' | ' | ' |
Decrease in unrecognized tax benefits as a result of the expiration of the statute of limitations within the next 12 months | $285 | ' | ' |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Feb. 13, 2013 | Feb. 13, 2013 | Feb. 13, 2013 |
In Thousands, except Share data, unless otherwise specified | Series A Junior Participating Preferred Stock | Series A Junior Participating Preferred Stock | Series A Junior Participating Preferred Stock | ||
item | Minimum | Maximum | |||
Rights Plan | ' | ' | ' | ' | ' |
Beneficial ownership percentage of any person or group, together with its affiliates and associates | ' | ' | ' | ' | 4.90% |
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 | ' | ' |
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% | ' |
Unrecognized tax benefits | $464 | $454 | ' | ' | ' |
Accrued interest or penalties related to uncertain tax positions recognized | $178 | $168 | ' | ' | ' |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 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 | 175,669 | ' |
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 | 10,053 | ' |
Stock Options | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Expiration term | '10 years | ' |
Summary of the stock option activity | ' | ' |
Outstanding at the beginning of the period (in shares) | 286,455 | ' |
Forfeited (in shares) | -37,580 | ' |
Outstanding at the end of the period (in shares) | 248,875 | 286,455 |
Exercisable (in shares) | 76,040 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $26.80 | ' |
Forfeited (in dollars per share) | $15.94 | ' |
Outstanding at the end of the period (in dollars per share) | $28.44 | $26.80 |
Exercisable (in dollars per share) | $72.76 | ' |
Stock options granted (in shares) | 0 | 0 |
Stock Options | 2007 EIP | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Number of shares reserved | 110,285 | ' |
Stock Options | 2012 EIP | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Number of shares reserved | 138,590 | ' |
Stock Options | Minimum | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Vesting term | '1 year | ' |
Stock Options | Maximum | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Vesting term | '5 years | ' |
RSU | 2007 EIP | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Number of shares reserved | 135,551 | ' |
RSU | 2012 EIP | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Number of shares reserved | 569,473 | ' |
RSU | Minimum | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Vesting term | '1 year | ' |
RSU | Maximum | ' | ' |
SHARE-BASED COMPENSATION | ' | ' |
Vesting term | '5 years | ' |
SHAREBASED_COMPENSATION_Detail1
SHARE-BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Stock Options | ' | ' |
Weighted Average Grant-Date Fair Value Per RSU | ' | ' |
Forfeiture rate for estimating the forfeitures (as a percent) | 25.00% | 25.00% |
RSU | ' | ' |
Summary of the restricted stock unit activity | ' | ' |
Outstanding at the beginning of the period (in shares) | 761,662 | ' |
Granted (in shares) | 248,633 | ' |
Vested (in shares) | -110,666 | ' |
Forfeited (in shares) | -194,605 | ' |
Outstanding at the end of the period (in shares) | 705,024 | ' |
Weighted Average Grant-Date Fair Value Per RSU | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | 6.01 | ' |
Granted (in dollars per share) | 3 | ' |
Vested (in dollars per share) | 9.08 | ' |
Forfeited (in dollars per share) | 4.51 | ' |
Outstanding at the end of the period (in dollars per share) | 4.88 | ' |
SHAREBASED_COMPENSATION_Detail2
SHARE-BASED COMPENSATION (Details 3) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
Summary of share-based compensation expense | ' | ' |
Net effect of share-based compensation expense on net loss | $427 | $665 |
Reduction in earnings per share: | ' | ' |
Basic and diluted earnings per share (in dollars per share) | $0.03 | $0.05 |
Pre-tax compensation expense for all unvested share-based awards | 2,563 | ' |
Selling, general and administrative | ' | ' |
Summary of share-based compensation expense | ' | ' |
Share-based compensation expense | 396 | 665 |
Cost of sales | ' | ' |
Summary of share-based compensation expense | ' | ' |
Share-based compensation expense | $31 | ' |
LEGAL_PROCEEDINGS_Details
LEGAL PROCEEDINGS (Details) (USD $) | Mar. 31, 2013 | Sep. 30, 2012 | Aug. 31, 2011 | Feb. 28, 2011 | Mar. 31, 2013 | Dec. 31, 2010 | Feb. 28, 2011 | Mar. 31, 2013 | Mar. 30, 2011 | Mar. 30, 2011 | Mar. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | Potential violation of federal environmental laws | Potential violation of federal environmental laws | Potential violation of federal environmental laws | Putative class action | Putative class action | Putative shareholder derivative lawsuits | Putative shareholder derivative lawsuits | Putative shareholder derivative lawsuits | SEC Inquiry | |||
item | item | item | item | |||||||||
LEGAL PROCEEDINGS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of alleged confidential informants | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' |
Settlement amount payable | ' | ' | ' | ' | ' | ' | ' | $3,915 | ' | ' | $495 | ' |
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 | ' | ' |
Estimated loss due to legal matter | ' | ' | 0 | ' | 0 | 0 | ' | ' | ' | ' | ' | 0 |
Number of facilities where search was conducted | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimate of remediation-related costs and expenses | 352 | 352 | ' | ' | ' | 675 | ' | ' | ' | ' | ' | ' |
Additional remediation related expenses | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 |
SEGMENT REPORTING | ' | ' | ' |
Revenues from external customers | $45,506 | $54,443 | ' |
Operating profit (loss) | -4,484 | -3,941 | ' |
Depreciation and Amortization | 3,986 | 3,950 | ' |
Capital Expenditures | 1,375 | 715 | ' |
Total Assets | 155,301 | ' | 142,910 |
Markup over costs (as a percent) | 10.00% | ' | ' |
Tower and Weldments | ' | ' | ' |
SEGMENT REPORTING | ' | ' | ' |
Number of facilities | 2 | ' | ' |
Revenues from external customers | 29,868 | 35,169 | ' |
Intersegment revenues | 3 | ' | ' |
Operating profit (loss) | 2,154 | 1,005 | ' |
Depreciation and Amortization | 951 | 876 | ' |
Capital Expenditures | 242 | 31 | ' |
Total Assets | 58,977 | ' | 50,801 |
Tower and Weldments | Minimum | ' | ' | ' |
SEGMENT REPORTING | ' | ' | ' |
Typical capacity of wind turbines for which towers are manufactured (in megawatts) | 2 | ' | ' |
Power generating capacity of turbines that towers produced annually can support (in megawatts) | 1,200 | ' | ' |
Tower and Weldments | Maximum | ' | ' | ' |
SEGMENT REPORTING | ' | ' | ' |
Annual tower production capacity (in towers) | 500 | ' | ' |
Gearing | ' | ' | ' |
SEGMENT REPORTING | ' | ' | ' |
Revenues from external customers | 8,169 | 15,832 | ' |
Intersegment revenues | 2,551 | 200 | ' |
Operating profit (loss) | -2,977 | -1,121 | ' |
Depreciation and Amortization | 2,710 | 2,672 | ' |
Capital Expenditures | 643 | 365 | ' |
Total Assets | 71,977 | ' | 71,371 |
Services | ' | ' | ' |
SEGMENT REPORTING | ' | ' | ' |
Revenues from external customers | 7,469 | 3,442 | ' |
Intersegment revenues | 15 | ' | ' |
Operating profit (loss) | -702 | -1,623 | ' |
Depreciation and Amortization | 313 | 385 | ' |
Capital Expenditures | 213 | 242 | ' |
Total Assets | 18,410 | ' | 13,976 |
Corporate | ' | ' | ' |
SEGMENT REPORTING | ' | ' | ' |
Operating profit (loss) | -2,961 | -2,216 | ' |
Depreciation and Amortization | 12 | 17 | ' |
Capital Expenditures | 277 | 77 | ' |
Total Assets | 312,949 | ' | 308,336 |
Eliminations | ' | ' | ' |
SEGMENT REPORTING | ' | ' | ' |
Intersegment revenues | -2,569 | -200 | ' |
Operating profit (loss) | 2 | 14 | ' |
Total Assets | -315,051 | ' | -309,616 |
Assets held for sale | ' | ' | ' |
SEGMENT REPORTING | ' | ' | ' |
Total Assets | $8,039 | ' | $8,042 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 | Sep. 30, 2012 |
Environmental Compliance and Remediation Liabilities | ' | ' | ' |
Liability associated with environmental remediation costs | $352 | ' | $352 |
Changes in the carrying amount of the total product warranty liability | ' | ' | ' |
Balance, beginning of period | 707 | 983 | ' |
Reduction of warranty reserve | -6 | -9 | ' |
Warranty claims | -8 | -50 | ' |
Balance, end of period | 693 | 924 | ' |
Activity in the accounts receivable allowance from continuing operations | ' | ' | ' |
Balance at beginning of year | 453 | 438 | ' |
Bad debt expense | 99 | 132 | ' |
Write-offs | -254 | -31 | ' |
Balance at end of year | 298 | 539 | ' |
Liquidated Damages | ' | ' | ' |
Liquidated damages | $60 | ' | ' |
Minimum | ' | ' | ' |
Warranty Liability | ' | ' | ' |
Term of warranty | '1 year | ' | ' |
Maximum | ' | ' | ' |
Warranty Liability | ' | ' | ' |
Term of warranty | '7 years | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) (Total Company Employees, Coverage under collective bargaining agreements) | 3 Months Ended |
Mar. 31, 2013 | |
agrement | |
Total Company Employees | Coverage under collective bargaining agreements | ' |
Collective bargaining agreements | ' |
Percentage of company's employees covered | 22.00% |
Number of agreements | 2 |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 3) (New Markets Tax Credit Transaction, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2013 | Jul. 20, 2011 |
Broadwind Services | ||
New Markets Tax Credit program | ' | ' |
Gross loan from AMCREF to Broadwind Services | ' | $10,000 |
Future tax credit that can be generated | 3,900 | ' |
Tax credit period | '7 years | ' |
Amount of tax credits for which the Company may be liable | $3,900 | ' |
Period which facility must operate and be in compliance | '7 years | ' |
NEW_MARKETS_TAX_CREDIT_TRANSAC1
NEW MARKETS TAX CREDIT TRANSACTION (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Jul. 20, 2011 | Mar. 31, 2013 | Jul. 20, 2011 |
In Thousands, unless otherwise specified | New Markets Tax Credit Transaction | New Markets Tax Credit Transaction | Broadwind Services | ||
item | New Markets Tax Credit Transaction | ||||
New Markets Tax Credit Transaction | ' | ' | ' | ' | ' |
Proceeds from transaction | ' | ' | $2,280 | ' | ' |
Principal amount | ' | ' | ' | ' | 10,000 |
Debt term | ' | ' | ' | ' | '15 years |
Receivable term | ' | ' | ' | '15 years | ' |
Potential tax credit that can be generated under the NMTC transaction | ' | ' | ' | 3,900 | ' |
Interest rate (as a percent) | ' | ' | ' | ' | 1.40% |
Gross loan in the principal amount from the Company to COCRF Investor VIII, LLC | ' | ' | ' | 7,720 | ' |
Interest rate (as a percent) | ' | ' | ' | 2.50% | ' |
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 | $2,816 | $2,956 | ' | $2,600 | ' |
RESTRUCTURING_Details
RESTRUCTURING (Details) (USD $) | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 12 Months Ended | 27 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||
Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Mar. 31, 2013 | Apr. 30, 2013 | |
sqft | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Capital Expenditures: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Non-Cash Expense: | Cost of sales: | Cost of sales: | Cost of sales: | Cost of sales: | Cost of sales: | Cost of sales: | Cost of sales: | Cost of sales: | Cost of sales: | Cost of sales: | Cost of sales: | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Selling, general and administrative | Other - Towers expected gain on Brandon Facility: | Brandon Facility | |||||
Gearing | Gearing | Gearing | Gearing | Corporate | Corporate | Corporate | Towers | Towers | Gearing | Gearing | Gearing | Gearing | Services | Services | Services | Corporate | Corporate | Corporate | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | Cash Expense: | sqft | ||||||||||||||
Gearing | Gearing | Gearing | Gearing | Services | Services | Services | Towers | Towers | Towers | Gearing | Gearing | Gearing | Gearing | Services | Services | Services | Corporate | Corporate | Corporate | Corporate | item | ||||||||||||||||||||||||||||||||||||||||||
RESTRUCTURING | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in liquidity as a result of the sale of manufacturing facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,000,000 |
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 |
Liability associated with environmental remediation costs | 352,000 | ' | ' | 352,000 | 352,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges incurred | 1,679,000 | 5,092,000 | 874,000 | 7,645,000 | ' | 636,000 | 2,596,000 | 5,000 | 3,237,000 | 359,000 | 2,072,000 | 5,000 | 2,436,000 | 277,000 | 524,000 | 801,000 | 166,000 | 1,224,000 | 297,000 | 1,687,000 | 2,000 | 2,000 | 179,000 | 1,166,000 | 247,000 | 1,592,000 | -15,000 | 58,000 | 43,000 | ' | 50,000 | 50,000 | 276,000 | 533,000 | 131,000 | 940,000 | 157,000 | 308,000 | 131,000 | 596,000 | 119,000 | 225,000 | 344,000 | 601,000 | 739,000 | 441,000 | 1,781,000 | 78,000 | 130,000 | 208,000 | 65,000 | 520,000 | 35,000 | 620,000 | ' | 40,000 | 40,000 | 458,000 | 49,000 | 406,000 | 913,000 | ' | ' |
Expected cost to be incurred to implement the restructuring plan | $12,840,000 | ' | ' | ' | ' | $5,860,000 | ' | ' | ' | $5,059,000 | ' | ' | ' | $801,000 | ' | ' | $5,000,000 | ' | ' | ' | $290,000 | ' | $4,652,000 | ' | ' | ' | $43,000 | ' | ' | $50,000 | ' | ' | $3,564,000 | ' | ' | ' | $3,120,000 | ' | ' | ' | $444,000 | ' | ' | $1,781,000 | ' | ' | ' | $208,000 | ' | ' | $620,000 | ' | ' | ' | $40,000 | ' | ' | $913,000 | ' | ' | ' | ($3,400,000) | ' |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (Subsequent event, USD $) | 1 Months Ended |
In Thousands, unless otherwise specified | Apr. 30, 2013 |
Great Western Bank, Term Loan | ' |
SUBSEQUENT EVENT | ' |
Repayment made with proceeds from credit facility | $3,500 |
Brandon Facility | ' |
SUBSEQUENT EVENT | ' |
Proceeds from the sale, net of closing costs | 11,800 |
Gain on assets held for sale | $3,400 |