Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 23, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | BROADWIND ENERGY, INC. | |
Entity Central Index Key | 1120370 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,926,857 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $150,000 | $12,149,000 |
Short-term investments | 0 | 8,024,000 |
Restricted cash | 83,000 | 83,000 |
Accounts receivable, net of allowance for doubtful accounts of $83 and $82 as of March 31, 2015 and December 31, 2014, respectively | 21,841,000 | 20,012,000 |
Inventories, net | 45,855,000 | 34,921,000 |
Prepaid expenses and other current assets | 1,614,000 | 1,815,000 |
Assets held for sale | 700,000 | 738,000 |
Total current assets | 70,243,000 | 77,742,000 |
LONG-TERM ASSETS: | ||
Property and equipment, net | 61,400,000 | 62,952,000 |
Intangible assets, net | 5,348,000 | 5,459,000 |
Other assets | 436,000 | 464,000 |
TOTAL ASSETS | 137,427,000 | 146,617,000 |
CURRENT LIABILITIES: | ||
Lines of credit and notes payable | 1,238,000 | |
Current maturities of long-term debt | 64,000 | 268,000 |
Current portions of capital lease obligations | 667,000 | 766,000 |
Accounts payable | 22,182,000 | 18,461,000 |
Accrued liabilities | 7,875,000 | 9,553,000 |
Customer deposits | 15,894,000 | 22,619,000 |
Total current liabilities | 47,920,000 | 51,667,000 |
LONG-TERM LIABILITIES: | ||
Long-term debt, net of current maturities | 2,612,000 | 2,650,000 |
Long-term capital lease obligations, net of current portions | 285,000 | 427,000 |
Other | 2,990,000 | 3,493,000 |
Total long-term liabilities | 5,887,000 | 6,570,000 |
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; 14,907,552 and 14,844,307 shares issued and outstanding as of March 31, 2015, and December 31, 2014, respectively | 15,000 | 15,000 |
Treasury stock, at cost, 273,937 shares at March 31,2015 and December 31, 2014, respectively | -1,842,000 | -1,842,000 |
Additional paid-in capital | 377,440,000 | 377,185,000 |
Accumulated deficit | -291,993,000 | -286,978,000 |
Total stockholders' equity | 83,620,000 | 88,380,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $137,427,000 | $146,617,000 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $83 | $82 |
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 | 14,907,552 | 14,844,307 |
Common stock, shares outstanding | 14,696,157 | 14,844,307 |
Treasury stock, shares | 273,937 | 273,937 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $51,051 | $58,800 |
Cost of sales | 50,312 | 53,438 |
Restructuring | 269 | |
Gross profit | 739 | 5,093 |
OPERATING EXPENSES: | ||
Selling, general and administrative | 5,606 | 5,917 |
Intangible amortization | 111 | 111 |
Restructuring | 60 | |
Total operating expenses | 5,717 | 6,088 |
Operating loss | -4,978 | -995 |
OTHER INCOME (EXPENSE), net: | ||
Interest expense, net | -172 | -160 |
Other, net | 212 | 136 |
Total other income (expense), net | 40 | -24 |
Net loss from continuing operations before provision for income taxes | -4,938 | -1,019 |
Provision for income taxes | 77 | 24 |
NET LOSS | ($5,015) | ($1,043) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED: | ||
Net loss (in dollars per share) | ($0.34) | ($0.07) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | 14,597 | 14,659 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2013 | $15 | $376,125 | ($280,810) | $95,330 | |
Balance (in shares) at Dec. 31, 2013 | 14,627,990 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Stock issued for restricted stock (in shares) | 196,208 | ||||
Stock issued under stock option plans | 9 | 9 | |||
Stock issued under stock option plans (in shares) | 2,863 | ||||
Stock issued under defined contribution 401(k) retirement savings plan | 163 | 163 | |||
Stock issued under defined contribution 401(k) retirement savings plan (in shares) | 17,246 | ||||
Stock repurchases under repurchase program | -1,842 | -1,842 | |||
Stock repurchases under repurchase program(shares) | -273,937 | ||||
Share-based compensation | 888 | 888 | |||
Net loss | -6,168 | -6,168 | |||
Balance at Dec. 31, 2014 | 15 | -1,842 | 377,185 | -286,978 | 88,380 |
Balance (in shares) at Dec. 31, 2014 | 14,844,307 | -273,937 | 14,844,307 | ||
Increase (Decrease) in Stockholders' Equity | |||||
Stock issued for restricted stock (in shares) | 63,245 | ||||
Share-based compensation | 255 | 255 | |||
Net loss | -5,015 | -5,015 | |||
Balance at Mar. 31, 2015 | $15 | ($1,842) | $377,440 | ($291,993) | $83,620 |
Balance (in shares) at Mar. 31, 2015 | 14,907,552 | -273,937 | 14,907,552 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($5,015) | ($1,043) |
Adjustments to reconcile net cash used in operating activities: | ||
Depreciation and amortization expense | 2,578 | 3,114 |
Impairment charges | 38 | |
Stock-based compensation | 255 | 223 |
Allowance for doubtful accounts | 42 | |
Common stock issued under defined contribution 401(k) plan | 163 | |
(Gain) loss on disposal of assets | 5 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | -1,829 | -4,947 |
Inventories | -10,934 | -1,980 |
Prepaid expenses and other current assets | 102 | 457 |
Accounts payable | 3,644 | -2,672 |
Accrued liabilities | -1,678 | -788 |
Customer deposits | -6,727 | -4,266 |
Other non-current assets and liabilities | -472 | -425 |
Net cash used in operating activities | -20,038 | -12,117 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of available for sale securities | -1,884 | -2,543 |
Sales of available for sale securities | 5,083 | 1,890 |
Maturities of available for sale securities | 4,825 | |
Purchases of property and equipment | -840 | -2,200 |
Proceeds from disposals of property and equipment | 45 | |
Net cash provided by (used in) by investing activities | 7,184 | -2,808 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on lines of credit and notes payable | -17,304 | -164 |
Proceeds from lines of credit and notes payable | 18,400 | |
Principal payments on capital leases | -241 | -246 |
Net cash provided by (used in) financing activities | 855 | -410 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -11,999 | -15,335 |
CASH AND CASH EQUIVALENTS, beginning of the period | 12,149 | 24,936 |
CASH AND CASH EQUIVALENTS, end of the period | 150 | 9,601 |
Supplemental cash flow information: | ||
Interest paid | 102 | 143 |
Income taxes paid | 1 | 2 |
Non-cash investing and financing activities: | ||
Issuance of restricted stock grants | $225 | $138 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2015 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1 — BASIS OF PRESENTATION |
The accompanying 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, 2015 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2015. The December 31, 2014 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, 2014. | |
The 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, “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, 2015 as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
Company Description | |
As used in this Quarterly Report on Form 10-Q, 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 United States (the “U.S.”). The Company’s most significant presence is within the U.S. wind energy industry; although it has diversified into other industrial markets in order to improve its capacity utilization and reduce its exposure to uncertainty related to favorable governmental policies currently supporting the U.S. wind energy industry. For the first three months of 2015, 77% of the Company’s revenue was derived from sales associated with new wind turbine installations. | |
The Company’s product and service portfolio provides its wind energy customers, including wind turbine manufacturers, wind farm developers and wind farm operators, with access to a broad array of component and service offerings. Outside of the wind energy market, the Company provides precision gearing and specialty weldments to a broad range of industrial customers for oil and gas, mining and other industrial applications. | |
Liquidity | |
The Company meets its short term liquidity needs through its available cash balances and through a $20,000 secured credit facility with AloStar Bank of Commerce (“AloStar”), which was established on August 23, 2012 (the “Credit Facility”). The Company is in discussions to extend or implement a new facility in anticipation of the expiration of the Credit Facility on August 23, 2015. Under the terms of the Credit Facility, AloStar will advance funds when requested up to the level of 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 receipts are automatically applied to the outstanding borrowed balance. The Company uses the Credit Facility from time to time to fund temporary increases in working capital, and believes the Credit Facility, together with the operating cash generated by the business, is sufficient to meet all cash obligations. As of March 31, 2015, cash and cash equivalents and short-term investments totaled $150, a decrease of $20,023 from December 31, 2014, and $1,238 was outstanding under the Credit Facility. The Company had the ability to borrow up to $15,733 under the Credit Facility and was in compliance with all applicable covenants. The significant reduction in cash was due in part to sharply higher steel plate and finished goods inventories, and is believed to be temporary. Towers Abilene raw material inventory at March 31, 2015 was $5,973 higher than at March 31, 2014. The higher towers raw material inventory is due mainly to lower tower sales reflecting the residual effects of production issues in the Abilene, Texas tower production facility. The Abilene tower facility produced 18 fewer towers than in the prior year period. The slower production occurred mainly in January and February, and by March the facility was performing near its targeted production rate. The higher towers finished goods inventory was due to production re-sequencing necessitated by supply shortages caused by labor slowdowns at West Coast ports. The slowdowns required the production of certain towers ahead of schedule where materials were already on hand, so as not to lose scarce production slots and maintain capacity. The West Coast port slowdown is now resolved. The Company has firm orders to sell these finished goods later in 2015, which are expected to generate approximately $5,000 in revenue. | |
Total debt and capital lease obligations at March 31, 2015 totaled $4,866 and the Company is obligated to make principal payments under the outstanding debt totaling $1,302 over the next twelve months. Since its inception, the Company has continuously incurred operating losses. The Company anticipates that current cash resources, amounts available under the Credit Facility, and cash to be generated from operations will be adequate to meet the Company’s liquidity needs for at least the next twelve months. If assumptions regarding the Company’s production, sales and subsequent collections from several of the Company’s large customers, as well as customer advances and revenues generated from new customer orders, are materially inconsistent with management’s expectations, the Company may in the future encounter cash flow and liquidity issues. If the Company’s operational performance deteriorates significantly, it may be unable to comply with existing financial covenants, and could lose access to the Credit Facility. This could limit the Company’s operational flexibility or require a delay in making planned investments. 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 available 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, or that credit facilities will be available in an amount sufficient to enable the Company to meet these financial obligations. | |
Please refer to Note 16, “Restructuring” of these condensed consolidated financial statements for a discussion of the restructuring plan which the Company initiated in the third quarter of 2011. The Company incurred a total of approximately $13,700 of net costs to implement this restructuring plan. Since the restructuring activities are substantially complete, the Company believes this no longer represents a material use of financial resources. | |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
EARNINGS PER SHARE | ||||||||
EARNINGS PER SHARE | NOTE 2 — EARNINGS PER SHARE | |||||||
The following table presents a reconciliation of basic and diluted earnings per share for the three months ended March 31, 2015 and 2014, as follows: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Basic earnings per share calculation: | ||||||||
Net loss | $ | -5,015 | $ | -1,043 | ||||
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | ||||||
Basic net loss per share | $ | -0.34 | $ | -0.07 | ||||
Diluted earnings per share calculation: | ||||||||
Net loss | $ | -5,015 | $ | -1,043 | ||||
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | ||||||
Common stock equivalents: | ||||||||
Stock options and non-vested stock awards | — | — | ||||||
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | ||||||
Diluted net loss per share | $ | -0.34 | $ | -0.07 | ||||
CASH_AND_CASH_EQUIVALENTS_AND_
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | ||||||||
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | NOTE 3 — CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | |||||||
Cash and cash equivalents typically comprise cash balances and readily marketable investments with original maturities of three months or less, such as money market funds, short-term government bonds, Treasury bills, marketable securities and commercial paper. Marketable investments with original maturities between three and twelve months are recorded as short-term investments. The Company’s treasury policy is to invest excess cash in money market funds or other investments, which are generally of a short-term duration based upon operating requirements. Income earned on these investments is recorded to interest income in the Company’s condensed consolidated statements of operations. As of March 31, 2015 and December 31, 2014, cash and cash equivalents totaled $150 and $12,149, respectively, and short-term investments totaled $0 and $8,024, respectively. The components of cash and cash equivalents and short-term investments as of March 31, 2015 and December 31, 2014 are summarized as follows: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Cash and cash equivalents: | ||||||||
Cash | $ | 140 | $ | 8,744 | ||||
Money market funds | 10 | 877 | ||||||
Municipal bonds | — | 2,528 | ||||||
Total cash and cash equivalents | 150 | 12,149 | ||||||
Short-term investments (available-for-sale): | ||||||||
Municipal bonds | — | 8,024 | ||||||
Total cash and cash equivalents and short-term investments | 150 | 20,173 | ||||||
The significant decrease in cash and cash equivalents and short-term investments is primarily attributable to the need to fund increased net losses and increased net working capital, primarily to purchase inventory. See Note 4, “Inventories” of these consolidated financial statements related to the inventory activities that caused the need to utilize the cash. | ||||||||
INVENTORIES
INVENTORIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
INVENTORIES | ||||||||
INVENTORIES | NOTE 4 — INVENTORIES | |||||||
The components of inventories as of March 31, 2015 and December 31, 2014 are summarized as follows: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Raw materials | $ | 27,670 | $ | 21,385 | ||||
Work-in-process | 9,110 | 9,565 | ||||||
Finished goods | 12,649 | 6,769 | ||||||
49,429 | 37,719 | |||||||
Less: Reserve for excess and obsolete inventory | -3,574 | -2,798 | ||||||
Net inventories | $ | 45,855 | $ | 34,921 | ||||
The significant increase in inventory is primarily attributable to the Towers and Weldments segment where inventories have risen $10,394 since December 31, 2014. The sharp rise in raw materials reflects unusually high levels of steel plate at the Company’s Abilene, Texas tower plant, where production difficulties encountered in late 2014 and extending into early 2015 reduced the rate of material consumption; those difficulties have been resolved. The significant rise in finished goods inventories was caused by production resequencing in the Company’s Manitowoc, Wisconsin tower plant caused by supply shortages triggered by the west coast port labor slowdowns; therefore, the Company completed towers orders ahead of schedule to utilize the available production slots. The completed towers are for firm orders that are scheduled for delivery later in 2015. | ||||||||
The increase in the reserve for excess and obsolete inventory was caused by the decision to exit the market for servicing older-generation kilowatt and community wind turbines and consolidate the Company’s repair activities into a single shop within the Services segment. | ||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
INTANGIBLE ASSETS | ||||||||||||||||||||||||
INTANGIBLE ASSETS | NOTE 5 — 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 2015, the Company identified triggering events associated with Brad Foote’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 in excess of the carrying amount of the intangible assets, and no impairment to these assets was indicated as of March 31, 2015. | ||||||||||||||||||||||||
As of March 31, 2015 and December 31, 2014, the cost basis, accumulated amortization and net book value of intangible assets were as follows: | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||
Net | Average | Net | Average | |||||||||||||||||||||
Cost | Accumulated | Book | Amortization | Cost | Accumulated | Book | Amortization | |||||||||||||||||
Basis | Amortization | Value | Period | Basis | Amortization | Value | Period | |||||||||||||||||
Intangible assets: | ||||||||||||||||||||||||
Customer relationships | $ | 3,979 | $ | -3,650 | $ | 329 | 7.2 | $ | 3,979 | $ | -3,639 | $ | 340 | 7.2 | ||||||||||
Trade names | 7,999 | -2,980 | 5,019 | 20.0 | 7,999 | -2,880 | 5,119 | 20.0 | ||||||||||||||||
Intangible assets | $ | 11,978 | $ | -6,630 | $ | 5,348 | 15.8 | $ | 11,978 | $ | -6,519 | $ | 5,459 | 15.8 | ||||||||||
As of March 31, 2015, estimated future amortization expense is as follows: | ||||||||||||||||||||||||
2015 | $ | 333 | ||||||||||||||||||||||
2016 | 444 | |||||||||||||||||||||||
2017 | 444 | |||||||||||||||||||||||
2018 | 444 | |||||||||||||||||||||||
2019 | 444 | |||||||||||||||||||||||
2020 and thereafter | 3,239 | |||||||||||||||||||||||
Total | $ | 5,348 | ||||||||||||||||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
ACCRUED LIABILITIES | ||||||||
ACCRUED LIABILITIES | NOTE 6 — ACCRUED LIABILITIES | |||||||
Accrued liabilities as of March 31, 2015 and December 31, 2014 consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued payroll and benefits | $ | 3,277 | $ | 3,316 | ||||
Accrued property taxes | 218 | 86 | ||||||
Income taxes payable | 292 | 198 | ||||||
Accrued professional fees | 214 | 126 | ||||||
Accrued warranty liability | 736 | 1,198 | ||||||
Accrued regulatory settlement | 1,012 | 2,066 | ||||||
Accrued environmental reserve | 513 | 513 | ||||||
Accrued self-insurance reserve | 1,362 | 1,411 | ||||||
Accrued other | 251 | 639 | ||||||
Total accrued liabilities | $ | 7,875 | $ | 9,553 | ||||
The accrued regulatory settlement includes $500 for the current portion of the environmental settlement recorded in 2013 and $512 related to the settlement with the U.S. Securities and Exchange Commission (“SEC”) recorded in 2014. | ||||||||
DEBT_AND_CREDIT_AGREEMENTS
DEBT AND CREDIT AGREEMENTS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
DEBT AND CREDIT AGREEMENTS | ||||||||
DEBT AND CREDIT AGREEMENTS | NOTE 7 — DEBT AND CREDIT AGREEMENTS | |||||||
The Company’s outstanding debt balances as of March 31, 2015 and December 31, 2014 consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Line of credit | $ | 1,238 | $ | — | ||||
Term loans and notes payable | 2,676 | 2,918 | ||||||
Less: Current portion | -1,302 | -268 | ||||||
Long-term debt, net of current maturities | $ | 2,612 | $ | 2,650 | ||||
Credit Facilities | ||||||||
AloStar Credit Facility | ||||||||
The Credit Facility is a secured three‑year asset-based revolving credit facility, pursuant to which AloStar will advance funds when requested against a borrowing base consisting of approximately 85% of the face value of eligible accounts receivable of the Company and approximately 50% of the book value of eligible inventory of the Company. Borrowings under the Credit Facility bear interest at a per annum rate equal to the one month London Interbank Offered Rate plus a margin of 4.25%, with a minimum interest rate of 5.25% per annum. The Company must also pay an unused facility fee to AloStar equal to 0.50% per annum on the unused portion of the Credit Facility along with other standard fees. | ||||||||
The Loan and Security Agreement dated August 23, 2012 establishing the Credit Facility (the “Loan Agreement”) contains customary representations and warranties. It also contains a requirement that the Company, on a consolidated basis, maintain a minimum monthly fixed charge coverage ratio and minimum monthly earnings before interest, taxes, depreciation, amortization, restructuring and share based payments (“Adjusted EBITDA”), along with other customary restrictive covenants, certain of which are subject to materiality thresholds, baskets and customary exceptions and qualifications. | ||||||||
The obligations under the Loan Agreement are secured by, subject to certain exclusions, (i) a first priority security interest in all of the accounts receivable, 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 Brad Foote’s equipment. | ||||||||
The Company is in discussions to put in place a new credit facility in anticipation of the scheduled expiration of the Credit Facility on August 23, 2015. As of March 31, 2015, there was $1,238 in outstanding indebtedness under the Credit Facility, the Company had the ability to borrow up to $15,733 thereunder and the per annum interest rate was 5.25%. AloStar and the Company executed a Sixth Amendment to the Loan Agreement on March 27, 2015 to amend the financial covenant terms, and the Company was in compliance with all applicable covenants under the Loan Agreement as of March 31, 2015. | ||||||||
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 15, “New Markets Tax Credit Transaction” of these condensed consolidated financial statements. Additionally, the Company has approximately $77 of other term loans outstanding. | ||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
FAIR VALUE MEASUREMENTS | NOTE 8 — FAIR VALUE MEASUREMENTS | |||||||||||||
The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, the Company is required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. Financial instruments are assessed quarterly to determine the appropriate classification within the fair value hierarchy. Transfers between fair value classifications are made based upon the nature and type of the observable inputs. The fair value hierarchy is defined as follows: | ||||||||||||||
Level 1 — Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. | ||||||||||||||
Level 2 — Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. For the Company’s municipal bonds, the Company note that although quoted prices are available and used to value said assets, they are traded less frequently. | ||||||||||||||
Level 3 — Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate of what market participants would use in valuing the asset or liability at the measurement date. The Company used market negotiations to value Brad Foote’s assets. The Company used real estate appraisals to value the Clintonville, Wisconsin facility owned by Broadwind Towers (the “Clintonville Facility”). | ||||||||||||||
The following tables represent the fair values of the Company’s financial assets as of March 31, 2015 and December 31, 2014: | ||||||||||||||
31-Mar-15 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Assets measured on a nonrecurring basis: | ||||||||||||||
Clintonville, WI facility | $ | — | $ | — | $ | 700 | $ | 700 | ||||||
Gearing Cicero Ave. facility | — | — | 560 | 560 | ||||||||||
Total assets at fair value | $ | — | $ | — | $ | 1,260 | $ | 1,260 | ||||||
31-Dec-14 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Assets measured on a recurring basis: | ||||||||||||||
Municipal bonds and money market funds | $ | — | $ | 11,429 | $ | — | $ | 11,429 | ||||||
Assets measured on a nonrecurring basis: | ||||||||||||||
Clintonville, WI facility | — | — | 738 | 738 | ||||||||||
Gearing Cicero Ave. facility | — | — | 560 | 560 | ||||||||||
Total assets at fair value | $ | — | $ | 11,429 | $ | 1,298 | $ | 12,727 | ||||||
Fair value of financial instruments | ||||||||||||||
The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, restricted cash, 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. To the extent projections used in the Company’s evaluations are not achieved, there may be a negative effect on the valuation of these assets. | ||||||||||||||
Due to the Company’s operating losses within Brad Foote and Broadwind Services in the first quarter of 2015 combined with its history of continued operating losses, the Company continues to evaluate the recoverability of certain of its identifiable intangible assets and certain property and equipment assets. Based upon the Company’s March 31, 2015 assessment, the recoverable amount of undiscounted cash flows based upon the Company’s most recent projections substantially exceeded the carrying amount of invested capital for the Gearing and Services segments, respectively, and no impairment to these assets was indicated. | ||||||||||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9 — 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, 2015, the Company had no net deferred income taxes due to the full recorded valuation allowance. During the three months ended March 31, 2015, the Company recorded a provision for income taxes of $77 compared to a provision for income taxes of $24 during the three months ended March 31, 2014. | |
The Company files income tax returns in U.S. federal and state jurisdictions. As of March 31, 2015, 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, 2014, the Company had net operating loss (“NOL”) carryforwards of $173,823 expiring in various years through 2034. | |
It is reasonably possible that unrecognized tax benefits will decrease by up to approximately $63 as a result of the expiration of the applicable statutes of limitations within the next twelve months. In addition, Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), generally imposes an annual limitation on the amount of NOL carryforwards and associated built-in losses that may be used to offset taxable income when a corporation has undergone certain changes in stock ownership. The Company’s ability to utilize NOL carryforwards and built-in losses may be limited, under this section or otherwise, by the Company’s issuance of common stock or by other changes in stock ownership. Upon completion of the Company’s analysis of IRC Section 382, the Company has determined that aggregate changes in stock ownership have triggered an annual limitation on NOL carryforwards and built-in losses available for utilization. To the extent the Company’s use of NOL carryforwards and associated built-in losses is significantly limited in the future due to additional changes in stock ownership, the Company’s income could be subject to U.S. corporate income tax earlier than it would be if the Company were able to use NOL 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 (the “Board”) had adopted a Stockholder Rights Plan (the “Rights Plan”) for a three year period designed to preserve the Company’s substantial tax assets associated with NOL carryforwards under IRC Section 382. The Rights Plan is intended to act as a deterrent to any person or group, together with its affiliates and associates, being or becoming the beneficial owner of 4.9% or more of the Company’s common stock and thereby triggering a further limitation of the Company’s available NOL carryforwards. In connection with the adoption of the Rights Plan, the Board declared a non‑taxable dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock to the Company’s stockholders of record as of the close of business on February 22, 2013. Each Right entitles its holder to purchase from the Company one one‑thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an exercise price of $14.00 per Right, subject to adjustment. As a result of the Rights Plan, any person or group that acquires beneficial ownership of 4.9% or more of the Company’s common stock without the approval of the Board would be subject to significant dilution in the ownership interest of that person or group. Stockholders who owned 4.9% or more of the outstanding shares of the Company’s common stock as of February 12, 2013 will not trigger the preferred share purchase rights unless they acquire additional shares. The Rights Plan was subsequently approved by the Company’s stockholders at the Company’s 2013 Annual Meeting of Stockholders. | |
As of March 31, 2015, the Company had $201 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 had accrued interest and penalties of $126 as of March 31, 2015. As of December 31, 2014, the Company had unrecognized tax benefits of $199, of which $118 represented accrued interest and penalties. | |
SHAREBASED_COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SHARE-BASED COMPENSATION | ||||||||
SHARE-BASED COMPENSATION | NOTE 10 — 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 Board in October 2007 and by the Company’s stockholders in June 2008. The 2007 EIP has been amended periodically since its original approval. | ||||||||
The 2007 EIP reserved 691,051 shares of the Company’s common stock for grants to officers, directors, employees, consultants and advisors upon whose efforts the success of the Company and its affiliates depends to a large degree. As of March 31, 2015, the Company had reserved 57,783 shares for issuance upon the exercise of stock options outstanding and 9,943 shares for issuance upon the vesting of restricted stock unit (“RSU”) awards outstanding. As of March 31, 2015, 247,001 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 | ||||||||
The Company has granted incentive stock options and other equity awards pursuant to the Broadwind Energy, Inc. 2012 Equity Incentive Plan (the “2012 EIP;” together with the 2007 EIP, the “Equity Incentive Plans”), which was approved by the Board in March 2012 and by the Company’s stockholders in May 2012. The purposes of the 2012 EIP are (i) to align the interests of the Company’s stockholders and recipients of awards under the 2012 EIP by increasing the proprietary interest of such recipients in the Company’s growth and success; (ii) to advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors and independent contractors; and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the 2012 EIP, the Company may grant (i) non-qualified stock options; (ii) “incentive stock options” (within the meaning of IRC Section 422); (iii) stock appreciation rights; (iv) restricted stock and RSUs; and (v) performance awards. | ||||||||
The 2012 EIP reserves 1,200,000 shares of the Company’s common stock for grants to officers, directors, employees, consultants and advisors upon whose efforts the success of the Company and its affiliates will depend to a large degree. As of March 31, 2015, the Company had reserved 100,935 shares for issuance upon the exercise of stock options outstanding and 522,944 shares for issuance upon the vesting of RSU awards outstanding. As of March 31, 2015, 371,977 shares of common stock reserved for stock options and RSU awards under the 2012 EIP have been issued in the form of common stock. | ||||||||
Stock Options. The exercise price of stock options granted under the Equity Incentive Plans is equal to the closing price of the Company’s common stock on the date of grant. Stock options generally become exercisable on the anniversary of the grant date, with vesting terms that may range from one to five years from the date of grant. Additionally, stock options expire ten years after the date of grant. The fair value of stock options granted is expensed ratably over their vesting term. | ||||||||
Restricted Stock Units (RSUs). The granting of RSUs is provided for under the Equity Incentive Plans. RSUs generally vest on the anniversary of the grant date, with vesting terms that may range from one to five years from the date of grant. The fair value of each RSU granted is equal to the closing price of the Company’s common stock on the date of grant and is generally expensed ratably over the vesting term of the RSU award. | ||||||||
The following table summarizes stock option activity during the three months ended March 31, 2015 under the Equity Incentive Plans, as follows: | ||||||||
Weighted Average | ||||||||
Options | Exercise Price | |||||||
Outstanding as of December 31, 2014 | 158,718 | $ | 16.64 | |||||
Granted | — | — | ||||||
Exercised | — | — | ||||||
Forfeited | — | — | ||||||
Expired | — | — | ||||||
Outstanding as of March 31, 2015 | 158,718 | $ | 16.64 | |||||
Exercisable as of March 31, 2015 | 107,811 | $ | 22.85 | |||||
The following table summarizes RSU activity during the three months ended March 31, 2015 under the Equity Incentive Plans, as follows: | ||||||||
Weighted Average | ||||||||
Number of | Grant-Date Fair Value | |||||||
Shares | Per Share | |||||||
Outstanding as of December 31, 2014 | 515,038 | $ | 5.78 | |||||
Granted | 141,204 | $ | 5.45 | |||||
Vested | -97,119 | $ | 5.40 | |||||
Forfeited | -26,236 | $ | 6.19 | |||||
Outstanding as of March 31, 2015 | 532,887 | $ | 5.74 | |||||
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 expected volatility of the price of the Company’s stock 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, 2015. | ||||||||
The Company utilized a forfeiture rate of 25% during the three months ended March 31, 2015 and 2014 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, 2015 and 2014, as follows: | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Share-based compensation expense: | ||||||||
Cost of sales | $ | 31 | $ | 62 | ||||
Selling, general and administrative | 224 | 161 | ||||||
Income tax benefit (1) | — | — | ||||||
Net effect of share-based compensation expense on net loss | $ | 255 | $ | 223 | ||||
Reduction in earnings per share: | ||||||||
Basic and diluted earnings per share (2) | $ | 0.02 | $ | 0.02 | ||||
-1 | Income tax benefit is not illustrated because the Company is currently in a full tax valuation allowance position and an actual income tax benefit was not realized for the three months ended March 31, 2015 and 2014. 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, 2015 and 2014 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, 2015, the Company estimates that pre-tax compensation expense for all unvested share-based awards, including both stock options and RSUs, in the amount of approximately $2,151 will be recognized through 2018. 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, 2015 | |
LEGAL PROCEEDINGS | |
LEGAL PROCEEDINGS | NOTE 11 — LEGAL PROCEEDINGS |
The Company is party to certain claims and legal proceedings arising in the ordinary course of business, none of which is deemed to be individually significant at this time. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s results of operations, financial position or liquidity. It is possible that if one or more of such matters 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, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 12 — RECENT ACCOUNTING PRONOUNCEMENTS |
The Company reviews new accounting standards as issued. Although some of the accounting standards issued or effective in the current fiscal year may be applicable to it, the Company believes that none of the new standards have a significant impact on its consolidated financial statements, except as discussed below. The Company is currently evaluating the impact of the new standards on its condensed consolidated financial statements. | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014‑09, Revenue from Contracts with Customers, which amends the guidance in former ASC Topic 605, Revenue Recognition, and provides a single, comprehensive revenue recognition model for all contracts with customers. This standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The entity will recognize revenue to reflect the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The Company will adopt the provisions of ASU 2014‑09 for the fiscal year beginning January 1, 2017, and is currently evaluating the impact on its consolidated financial statements. | |
SEGMENT_REPORTING
SEGMENT REPORTING | 3 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||
SEGMENT REPORTING | ||||||||||||||||||||
SEGMENT REPORTING | NOTE 13 — SEGMENT REPORTING | |||||||||||||||||||
The Company is organized into reporting segments based on the nature of the products and services offered and business activities from which it earns revenues and incurs expenses for which discrete financial information is available and regularly reviewed by the Company’s chief operating decision maker. The Company’s segments and their product and service offerings are summarized below: | ||||||||||||||||||||
Towers and Weldments | ||||||||||||||||||||
The Company manufactures towers for wind turbines, specifically the large and heavier wind towers that are designed for multiple megawatt (“MW”) wind turbines. Production facilities, located in Manitowoc, Wisconsin and Abilene, Texas, are situated in close proximity to the primary U.S. domestic wind energy and equipment manufacturing hubs. The two facilities have a combined annual tower production capacity of up to approximately 500 towers, sufficient to support turbines generating more than 1,000 MW of power. This product segment also encompasses the manufacture of specialty weldments for mining and other industrial customers. | ||||||||||||||||||||
Gearing | ||||||||||||||||||||
The Company engineers, builds and remanufactures precision gears and gearing systems for oil and gas, wind, mining, steel and other industrial applications. The Company uses an integrated manufacturing process, which includes machining and finishing processes in Cicero, Illinois, and heat treatment in Neville Island, Pennsylvania. | ||||||||||||||||||||
Services | ||||||||||||||||||||
The Company offers a comprehensive range of services, primarily to wind farm developers and operators. The Company specializes in non routine maintenance services for wind turbines. The Company also offers comprehensive field services to the wind energy industry. The Company is increasingly focusing its efforts on the identification and/or development of product and service offerings which will improve the reliability and efficiency of wind turbines, and therefore enhance the economic benefits to its customers. The Company provides wind services across the U.S., with primary service locations in South Dakota and Texas. The Company operates drivetrain service centers in these two locations, focused on servicing the growing installed base of MW wind turbines as they come off warranty and, to a limited extent, industrial gearboxes requiring precision repair and testing. The Company has recently decided to consolidate the two service centers into the drivetrain service center in Abilene, Texas (the “Abilene Gearbox Facility”) in order to reduce overhead costs. | ||||||||||||||||||||
Corporate and Other | ||||||||||||||||||||
“Corporate” includes the assets and selling, general and administrative expenses of the Company’s corporate office. “Eliminations” comprises adjustments to reconcile segment results to consolidated results. | ||||||||||||||||||||
Summary financial information by reportable segment for the three months ended March 31, 2015 and 2014 is as follows: | ||||||||||||||||||||
Towers and | ||||||||||||||||||||
Weldments | Gearing | Services | Corporate | Eliminations | Consolidated | |||||||||||||||
For the Three Months Ended March 31, 2015 | ||||||||||||||||||||
Revenues from external customers | $ | 40,797 | $ | 8,432 | $ | 1,822 | $ | — | $ | — | $ | 51,051 | ||||||||
Intersegment revenues (1) | 231 | 176 | 116 | — | -523 | — | ||||||||||||||
Operating profit (loss) | 1,135 | -1,211 | -2,624 | -2,283 | 5 | -4,978 | ||||||||||||||
Depreciation and amortization | 914 | 1,296 | 322 | 46 | — | 2,578 | ||||||||||||||
Capital expenditures | 511 | 72 | 171 | 85 | — | 839 | ||||||||||||||
Towers and | ||||||||||||||||||||
Weldments | Gearing | Services | Corporate | Eliminations | Consolidated | |||||||||||||||
For the Three Months Ended March 31, 2014 | ||||||||||||||||||||
Revenues from external customers | $ | 48,134 | $ | 8,275 | $ | 2,391 | $ | — | $ | — | $ | 58,800 | ||||||||
Intersegment revenues (1) | 160 | 499 | 47 | — | -706 | — | ||||||||||||||
Operating profit (loss) | 5,612 | -2,966 | -1,339 | -2,253 | -49 | -995 | ||||||||||||||
Depreciation and amortization | 984 | 1,801 | 313 | 16 | — | 3,114 | ||||||||||||||
Capital expenditures | 1,233 | 634 | 30 | 303 | — | 2,200 | ||||||||||||||
Total Assets as of | ||||||||||||||||||||
March 31, | December 31, | |||||||||||||||||||
Segments: | 2015 | 2014 | ||||||||||||||||||
Towers and Weldments | $ | 65,005 | $ | 50,691 | ||||||||||||||||
Gearing | 48,200 | 50,238 | ||||||||||||||||||
Services | 8,377 | 10,884 | ||||||||||||||||||
Assets held for sale | 700 | 738 | ||||||||||||||||||
Corporate | 290,682 | 297,754 | ||||||||||||||||||
Eliminations | -275,537 | -263,688 | ||||||||||||||||||
$ | 137,427 | $ | 146,617 | |||||||||||||||||
-1 | Intersegment revenues primarily consist of sales from Gearing to Services. Sales from Gearing to Services totaled $176 and $499 for the three months ended March 31, 2015 and 2014, respectively. | |||||||||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
COMMITMENTS AND CONTINGENCIES | NOTE 14 — 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. Also, certain environmental laws can impose the entire cost or a portion of the cost of investigating and cleaning up a contaminated site, regardless of fault, upon any one or more of a number of parties, including the current or previous owners or operators of the site. These environmental laws also impose liability on any person who arranges for the disposal or treatment of hazardous substances at a contaminated site. Third parties may also make claims against owners or operators of sites and users of disposal sites for personal injuries and property damage associated with releases of hazardous substances from those sites. | ||||||||
In connection with the Company’s restructuring initiatives, during the third quarter of 2012, the Company identified a liability associated with the planned sale of one of Brad Foote’s facilities located in Cicero, Illinois (the “Cicero Avenue Facility”). The liability is associated with environmental remediation costs that were identified while preparing the site for sale. During 2013, the Company applied for and was accepted into the Illinois Environmental Protection Agency (“IEPA”) voluntary site remediation program. In the first quarter of 2014, the Company completed a comprehensive review of remedial options for the Cicero Avenue Facility and selected a preferred remediation technology. As part of the voluntary site remediation program, the Company has submitted a plan to the IEPA for approval to conduct a pilot study to test the effectiveness of the selected remediation technology. On July 23, 2014, the Company received comments from the IEPA on the proposed site remediation plan. The Company has provided additional information to the IEPA in response to those questions, but no change to the remediation plan or the financial reserve is needed at this time. The Company will continue to reevaluate its reserve balance associated with this matter as it gathers additional information. As of March 31, 2015, the accrual balance associated with this matter totaled $513. | ||||||||
Warranty Liability | ||||||||
The Company provides warranty terms that range from one to five 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, 2015 and 2014, estimated product warranty liability was $736 and $370, 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, 2015 and 2014 were as follows: | ||||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Balance, beginning of period | $ | 1,198 | $ | 457 | ||||
Addition to (reduction of) warranty reserve | 3 | -70 | ||||||
Warranty claims | -465 | -17 | ||||||
Balance, end of period | $ | 736 | $ | 370 | ||||
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, the length of the time period during which the account receivable has been past due 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, 2015 and 2014 consisted of the following: | ||||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Balance at beginning of period | $ | 82 | $ | 17 | ||||
Bad debt expense | 1 | 54 | ||||||
Write-offs | — | -12 | ||||||
Balance at end of period | $ | 83 | $ | 59 | ||||
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 and/or dependent on actual losses sustained by the customer. The Company does not believe that this potential exposure will have a material adverse effect on the Company’s consolidated financial position or results of operations. There was no reserve for liquidated damages as of March 31, 2015. | ||||||||
Workers’ Compensation Reserves | ||||||||
At the beginning of the third quarter of 2013, the Company began to self-insure for its workers’ compensation liabilities, including reserves for self-retained losses. Historical loss experience combined with actuarial evaluation methods and the application of risk transfer programs are used to determine required workers’ compensation reserves. The Company takes into account claims incurred but not reported when determining its workers’ compensation reserves. Although the ultimate outcome of these matters may exceed the amounts recorded and additional losses may be incurred, the Company does not believe that any additional potential exposure for such liabilities will have a material adverse effect on the Company’s consolidated financial position or results of operations. As of March 31, 2015, the Company had $1,362 accrued for self-insured workers’ compensation liabilities. | ||||||||
Other | ||||||||
As of December 31, 2014, approximately 15% of the Company’s employees were covered by two collective bargaining agreements with local unions at the Company’s Cicero, Illinois and Neville Island, Pennsylvania locations. The current collective bargaining agreement with the Cicero union is expected to remain in effect through February 2018. The current collective bargaining agreement with the Neville Island union is expected to remain in effect through October 2017. | ||||||||
See Note 15, “New Markets Tax Credit Transaction” of these consolidated financial statements related to a strategic financing transaction (the “NMTC Transaction”) relating to the Abilene Gearbox Facility, which is focused on servicing the growing installed base of MW wind turbines as they come off warranty and, to a limited extent, industrial gearboxes requiring precision repair and testing. Pursuant to the NMTC Transaction, the gross loan and investment in the Abilene Gearbox Facility of $10,000 is expected to generate $3,900 in tax credits over a period of seven years, which the NMTC Transaction makes available to Capital One, National Association (“Capital One”). The Abilene Gearbox Facility must operate and be in compliance with the terms and conditions of the NMTC Transaction during the seven year compliance period, or the Company may be liable for the recapture of $3,900 in tax credits to which Capital One is otherwise entitled. The Company does not anticipate any credit recaptures will be required in connection with the NMTC Transaction. | ||||||||
NEW_MARKETS_TAX_CREDIT_TRANSAC
NEW MARKETS TAX CREDIT TRANSACTION | 3 Months Ended |
Mar. 31, 2015 | |
NEW MARKETS TAX CREDIT TRANSACTION | |
NEW MARKETS TAX CREDIT TRANSACTION | NOTE 15 — NEW MARKETS TAX CREDIT TRANSACTION |
On July 20, 2011, the Company executed the NMTC Transaction involving the following third parties: AMCREF Fund VII, LLC (“AMCREF”), a registered community development entity; COCRF Investor VIII, LLC (“COCRF”); and Capital One. The NMTC Transaction allows the Company to receive below market interest rate funds through the federal New Markets Tax Credit (“NMTC”) program. The Company received $2,280 in proceeds via the NMTC Transaction. The NMTC Transaction qualifies under the NMTC program and included a gross loan from AMCREF to 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 Abilene Gearbox Facility assets and operating costs, as permitted under the NMTC program. | |
The Abilene Gearbox Facility must operate and be in compliance with various regulations and restrictions through September 2018, the end of the seven year period, to comply with the terms of the NMTC Transaction, or the Company may be liable under its indemnification agreement with Capital One for the recapture of tax credits. In the event the Company does not comply with these regulations and restrictions, the NMTC program tax credits may be subject to 100% recapture for a period of seven years as provided in the IRC. The Company does not anticipate that any tax credit recapture events will occur or that it will be required to make any payments to Capital One under the indemnification agreement. | |
The Capital One contribution, including a loan origination payment of $320, has been included as other assets in the Company’s condensed consolidated balance sheet as of March 31, 2015. The NMTC Transaction includes a put/call provision whereby the Company may be obligated or entitled to repurchase Capital One’s interest in the third quarter of 2018. Capital One may exercise an option to put its investment and receive $130 from the Company. If Capital One does not exercise its put option, the Company can exercise a call option at the then fair market value of the call. The Company expects that Capital One will exercise the put option at the end of the tax credit recapture period. The Capital One contribution other than the amount allocated to the put obligation will be recognized as income only after the put/call is exercised and when Capital One has no ongoing interest. However, there is no legal obligation for Capital One to exercise the put, and the Company has attributed only an insignificant value to the put option included in this transaction structure. | |
The Company has determined that two pass‑through financing entities created under this transaction structure are variable interest entities (“VIEs”). The ongoing activities of the VIEs—collecting and remitting interest and fees and complying with NMTC program requirements—were considered in the initial design of the NMTC Transaction and are not expected to significantly affect economic performance throughout the life of the VIEs. In making this determination, management also considered the contractual arrangements that obligate the Company to deliver tax benefits and provide various other guarantees under the transaction structure, Capital One’s lack of a material interest in the underlying economics of the project, and the fact that the Company is obligated to absorb losses of the VIEs. The Company has concluded that it is required to consolidate the VIEs because the Company has both (i) the power to direct those matters that most significantly impact the activities of each VIE, and (ii) the obligation to absorb losses or the right to receive benefits of each VIE. | |
The $262 of issue costs paid to third parties in connection with the NMTC Transaction are recorded as prepaid expenses, and are being amortized over the expected seven year term of the NMTC arrangement. Capital One’s net contribution of $2,600 is included in Long Term Debt, Net of Current Maturities in the condensed consolidated balance sheet as of March 31, 2015. 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, 2015 | |||||||||||||||||
RESTRUCTURING | |||||||||||||||||
RESTRUCTURING | NOTE 16 — RESTRUCTURING | ||||||||||||||||
The Company’s total net restructuring charges incurred to date are detailed below: | |||||||||||||||||
2011 | 2012 | 2013 | 2014 | Total | |||||||||||||
Actual | Actual | Actual | Actual | Incurred | |||||||||||||
Restructuring charges: | |||||||||||||||||
Capital expenditures | $ | 5 | $ | 2,596 | $ | 2,352 | $ | 674 | $ | 5,627 | |||||||
Gain on sale of Brandon, SD Facility | — | — | -3,585 | — | -3,585 | ||||||||||||
Accelerated depreciation | — | 819 | 898 | — | 1,717 | ||||||||||||
Severance | 430 | — | 435 | — | 865 | ||||||||||||
Impairment charges | — | — | 2,365 | — | 2,365 | ||||||||||||
Moving and other exit-related costs | 439 | 1,677 | 3,085 | 1,479 | 6,680 | ||||||||||||
Total | 874 | 5,092 | 5,550 | 2,153 | 13,669 | ||||||||||||
During the third quarter of 2011, the Company conducted a review of its business strategies and product plans based on the business and industry outlook, and concluded that its manufacturing footprint and fixed cost base were excessive for its medium-term needs. A plan was developed to reduce the Company’s facility footprint by approximately 40% through the sale and/or closure of facilities comprising a total of approximately 600,000 square feet. To-date, the Company has reduced its leased presence at six facilities and achieved a reduction of approximately 400,000 square feet. Two remaining properties, located in Clintonville, Wisconsin and Cicero, Illinois, have been vacated and are being marketed for sale. The Company believes its remaining locations will be sufficient to support its current business activities, while allowing for growth for the next several years. In the third quarter of 2012, the Company identified a $352 liability associated with the planned sale of the Cicero Avenue Facility. The Company further adjusted the liability in the fourth quarter of 2013 by recording an additional $258 charge. The liability is associated with environmental remediation costs that were originally identified while preparing the site for sale. The expenses associated with this liability have been recorded as restructuring charges, and as of March 31, 2015, the accrual balance remaining is $513. | |||||||||||||||||
As of December 31, 2014, the Company had completed the expenditures relating to its restructuring plan. The Company incurred total costs of approximately $13,700, net of a $3,585 gain on the sale of an idle tower plant in Brandon, South Dakota. The Company’s restructuring charges generally include costs to close or exit facilities, costs to move equipment, the related costs of building infrastructure for moved equipment and employee related costs. Of the total restructuring costs incurred, a total of approximately $4,800 consists of non‑cash charges. | |||||||||||||||||
During 2014, the Company incurred $2,153 of restructuring charges, including $674 to complete the capital investment to consolidate its gearing facilities in Cicero, Illinois and $1,479 of moving and other exit-related costs associated with the two remaining facilities that are held for sale. | |||||||||||||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
EARNINGS PER SHARE | ||||||||
Reconciliation of basic and diluted earnings per share | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Basic earnings per share calculation: | ||||||||
Net loss | $ | -5,015 | $ | -1,043 | ||||
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | ||||||
Basic net loss per share | $ | -0.34 | $ | -0.07 | ||||
Diluted earnings per share calculation: | ||||||||
Net loss | $ | -5,015 | $ | -1,043 | ||||
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | ||||||
Common stock equivalents: | ||||||||
Stock options and non-vested stock awards | — | — | ||||||
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | ||||||
Diluted net loss per share | $ | -0.34 | $ | -0.07 | ||||
CASH_AND_CASH_EQUIVALENTS_AND_1
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS | ||||||||
Summary of components of cash and cash equivalents and short-term investments | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Cash and cash equivalents: | ||||||||
Cash | $ | 140 | $ | 8,744 | ||||
Money market funds | 10 | 877 | ||||||
Municipal bonds | — | 2,528 | ||||||
Total cash and cash equivalents | 150 | 12,149 | ||||||
Short-term investments (available-for-sale): | ||||||||
Municipal bonds | — | 8,024 | ||||||
Total cash and cash equivalents and short-term investments | 150 | 20,173 | ||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
INVENTORIES | ||||||||
Schedule of the components of inventories from operations | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Raw materials | $ | 27,670 | $ | 21,385 | ||||
Work-in-process | 9,110 | 9,565 | ||||||
Finished goods | 12,649 | 6,769 | ||||||
49,429 | 37,719 | |||||||
Less: Reserve for excess and obsolete inventory | -3,574 | -2,798 | ||||||
Net inventories | $ | 45,855 | $ | 34,921 | ||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
INTANGIBLE ASSETS | ||||||||||||||||||||||||
Schedule of the cost basis, accumulated amortization and net book value of intangible assets | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||
Net | Average | Net | Average | |||||||||||||||||||||
Cost | Accumulated | Book | Amortization | Cost | Accumulated | Book | Amortization | |||||||||||||||||
Basis | Amortization | Value | Period | Basis | Amortization | Value | Period | |||||||||||||||||
Intangible assets: | ||||||||||||||||||||||||
Customer relationships | $ | 3,979 | $ | -3,650 | $ | 329 | 7.2 | $ | 3,979 | $ | -3,639 | $ | 340 | 7.2 | ||||||||||
Trade names | 7,999 | -2,980 | 5,019 | 20.0 | 7,999 | -2,880 | 5,119 | 20.0 | ||||||||||||||||
Intangible assets | $ | 11,978 | $ | -6,630 | $ | 5,348 | 15.8 | $ | 11,978 | $ | -6,519 | $ | 5,459 | 15.8 | ||||||||||
Schedule of estimated future amortization expense | ||||||||||||||||||||||||
2015 | $ | 333 | ||||||||||||||||||||||
2016 | 444 | |||||||||||||||||||||||
2017 | 444 | |||||||||||||||||||||||
2018 | 444 | |||||||||||||||||||||||
2019 | 444 | |||||||||||||||||||||||
2020 and thereafter | 3,239 | |||||||||||||||||||||||
Total | $ | 5,348 | ||||||||||||||||||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
ACCRUED LIABILITIES | ||||||||
Schedule of accrued liabilities | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued payroll and benefits | $ | 3,277 | $ | 3,316 | ||||
Accrued property taxes | 218 | 86 | ||||||
Income taxes payable | 292 | 198 | ||||||
Accrued professional fees | 214 | 126 | ||||||
Accrued warranty liability | 736 | 1,198 | ||||||
Accrued regulatory settlement | 1,012 | 2,066 | ||||||
Accrued environmental reserve | 513 | 513 | ||||||
Accrued self-insurance reserve | 1,362 | 1,411 | ||||||
Accrued other | 251 | 639 | ||||||
Total accrued liabilities | $ | 7,875 | $ | 9,553 | ||||
DEBT_AND_CREDIT_AGREEMENTS_Tab
DEBT AND CREDIT AGREEMENTS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
DEBT AND CREDIT AGREEMENTS | ||||||||
Schedule of outstanding debt balances | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Line of credit | $ | 1,238 | $ | — | ||||
Term loans and notes payable | 2,676 | 2,918 | ||||||
Less: Current portion | -1,302 | -268 | ||||||
Long-term debt, net of current maturities | $ | 2,612 | $ | 2,650 | ||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
Schedule of the fair values of the Company's financial assets | ||||||||||||||
31-Mar-15 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Assets measured on a nonrecurring basis: | ||||||||||||||
Clintonville, WI facility | $ | — | $ | — | $ | 700 | $ | 700 | ||||||
Gearing Cicero Ave. facility | — | — | 560 | 560 | ||||||||||
Total assets at fair value | $ | — | $ | — | $ | 1,260 | $ | 1,260 | ||||||
31-Dec-14 | ||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||
Assets measured on a recurring basis: | ||||||||||||||
Municipal bonds and money market funds | $ | — | $ | 11,429 | $ | — | $ | 11,429 | ||||||
Assets measured on a nonrecurring basis: | ||||||||||||||
Clintonville, WI facility | — | — | 738 | 738 | ||||||||||
Gearing Cicero Ave. facility | — | — | 560 | 560 | ||||||||||
Total assets at fair value | $ | — | $ | 11,429 | $ | 1,298 | $ | 12,727 | ||||||
SHAREBASED_COMPENSATION_Tables
SHARE-BASED COMPENSATION (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
SHARE-BASED COMPENSATION | ||||||||
Schedule of stock option activity | ||||||||
Weighted Average | ||||||||
Options | Exercise Price | |||||||
Outstanding as of December 31, 2014 | 158,718 | $ | 16.64 | |||||
Granted | — | — | ||||||
Exercised | — | — | ||||||
Forfeited | — | — | ||||||
Expired | — | — | ||||||
Outstanding as of March 31, 2015 | 158,718 | $ | 16.64 | |||||
Exercisable as of March 31, 2015 | 107,811 | $ | 22.85 | |||||
Schedule of RSU activity | ||||||||
Weighted Average | ||||||||
Number of | Grant-Date Fair Value | |||||||
Shares | Per Share | |||||||
Outstanding as of December 31, 2014 | 515,038 | $ | 5.78 | |||||
Granted | 141,204 | $ | 5.45 | |||||
Vested | -97,119 | $ | 5.40 | |||||
Forfeited | -26,236 | $ | 6.19 | |||||
Outstanding as of March 31, 2015 | 532,887 | $ | 5.74 | |||||
Schedule of share-based compensation expense, net of taxes withheld | ||||||||
Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Share-based compensation expense: | ||||||||
Cost of sales | $ | 31 | $ | 62 | ||||
Selling, general and administrative | 224 | 161 | ||||||
Income tax benefit (1) | — | — | ||||||
Net effect of share-based compensation expense on net loss | $ | 255 | $ | 223 | ||||
Reduction in earnings per share: | ||||||||
Basic and diluted earnings per share (2) | $ | 0.02 | $ | 0.02 | ||||
-1 | Income tax benefit is not illustrated because the Company is currently in a full tax valuation allowance position and an actual income tax benefit was not realized for the three months ended March 31, 2015 and 2014. 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, 2015 and 2014 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. | |||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
Schedule of changes in the carrying amount of the total product warranty liability | ||||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Balance, beginning of period | $ | 1,198 | $ | 457 | ||||
Addition to (reduction of) warranty reserve | 3 | -70 | ||||||
Warranty claims | -465 | -17 | ||||||
Balance, end of period | $ | 736 | $ | 370 | ||||
Schedule of activity in the A/R allowance from continuing operations | ||||||||
For the Three Months Ended March 31, | ||||||||
2015 | 2014 | |||||||
Balance at beginning of period | $ | 82 | $ | 17 | ||||
Bad debt expense | 1 | 54 | ||||||
Write-offs | — | -12 | ||||||
Balance at end of period | $ | 83 | $ | 59 | ||||
RESTRUCTURING_Tables
RESTRUCTURING (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
RESTRUCTURING | |||||||||||||||||
Schedule of total net restructuring charges | |||||||||||||||||
2011 | 2012 | 2013 | 2014 | Total | |||||||||||||
Actual | Actual | Actual | Actual | Incurred | |||||||||||||
Restructuring charges: | |||||||||||||||||
Capital expenditures | $ | 5 | $ | 2,596 | $ | 2,352 | $ | 674 | $ | 5,627 | |||||||
Gain on sale of Brandon, SD Facility | — | — | -3,585 | — | -3,585 | ||||||||||||
Accelerated depreciation | — | 819 | 898 | — | 1,717 | ||||||||||||
Severance | 430 | — | 435 | — | 865 | ||||||||||||
Impairment charges | — | — | 2,365 | — | 2,365 | ||||||||||||
Moving and other exit-related costs | 439 | 1,677 | 3,085 | 1,479 | 6,680 | ||||||||||||
Total | 874 | 5,092 | 5,550 | 2,153 | 13,669 | ||||||||||||
BASIS_OF_PRESENTATION_Details
BASIS OF PRESENTATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | 45 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2015 | Aug. 23, 2012 | |
Description of Business | ||||||||
Revenue as a percentage of sales associated with new wind turbine installations | 77.00% | |||||||
Liquidity | ||||||||
Cash and cash equivalents and short-term investments | $150,000 | $20,173,000 | $150,000 | |||||
Increase (decrease) in Cash and cash equivalents and Short-term investments | 20,023,000 | |||||||
Long-term Line of Credit | 1,238,000 | 1,238,000 | ||||||
Raw materials | 27,670,000 | 21,385,000 | 27,670,000 | |||||
Revenues | 51,051,000 | 58,800,000 | ||||||
Total debt and capital lease obligations | 4,866,000 | 4,866,000 | ||||||
Obligation to make principal payments on outstanding debt during the next twelve months | 1,302,000 | 1,302,000 | ||||||
RESTRUCTURING | ||||||||
Restructuring Charges | 2,153,000 | 5,550,000 | 5,092,000 | 874,000 | 13,669,000 | |||
Tower and Weldments | ||||||||
Liquidity | ||||||||
Raw materials | 5,973,000 | 5,973,000 | ||||||
Number of towers produced | 18 | |||||||
Forecast | ||||||||
Liquidity | ||||||||
Revenues | 5,000,000 | |||||||
Credit facility | ||||||||
Description of Business | ||||||||
Maximum borrowing capacity | 20,000,000 | |||||||
Maximum borrowing capacity of the face value of eligible A/R (as a percent) | 85.00% | |||||||
Maximum percentage of book value of inventories that may be financed | 50.00% | |||||||
Liquidity | ||||||||
Long-term Line of Credit | 1,238,000 | 1,238,000 | ||||||
Current borrowing capacity | $15,733,000 | $15,733,000 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Basic earnings per share calculation: | |||
Net loss | ($5,015) | ($1,043) | ($6,168) |
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | |
Basic | ($0.34) | ($0.07) | |
Diluted earnings per share calculation: | |||
Net loss | ($5,015) | ($1,043) | |
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | |
Weighted average number of common shares outstanding | 14,597,319 | 14,659,448 | |
Diluted | ($0.34) | ($0.07) |
CASH_AND_CASH_EQUIVALENTS_AND_2
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Cash and cash equivalents and short-term investments | ||||
Total cash and cash equivalents | $150,000 | $12,149,000 | $9,601,000 | $24,936,000 |
Short-term investments (available-for-sale) | 0 | 8,024,000 | ||
Total cash and cash equivalents and short-term investments | 150,000 | 20,173,000 | ||
Cash | ||||
Cash and cash equivalents and short-term investments | ||||
Total cash and cash equivalents | 140,000 | 8,744,000 | ||
Money market funds | ||||
Cash and cash equivalents and short-term investments | ||||
Total cash and cash equivalents | 10,000 | 877,000 | ||
Municipal bonds | ||||
Cash and cash equivalents and short-term investments | ||||
Total cash and cash equivalents | 2,528,000 | |||
Short-term investments (available-for-sale) | $8,024,000 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Raw materials | $27,670 | $21,385 | |
Work-in-process | 9,110 | 9,565 | |
Finished goods | 12,649 | 6,769 | |
Gross inventories | 49,429 | 37,719 | |
Less: Inventory Reserve | -3,574 | -2,798 | |
Net inventories | 45,855 | 34,921 | |
Increase in inventories | 10,934 | 1,980 | |
Towers and Weldments Segment | |||
Increase in inventories | $10,394 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
INTANGIBLE ASSETS | |||
Weighted Average Amortization Period | 15 years 9 months 18 days | 15 years 9 months 18 days | |
Impairment of assets | $0 | ||
Cost Basis | 11,978 | 11,978 | |
Accumulated Amortization | -6,630 | -6,519 | |
Net Book Value | 5,348 | 5,459 | |
Amortization expense | 111 | 111 | |
Estimated future amortization expense | |||
2015 | 333 | ||
2016 | 444 | ||
2017 | 444 | ||
2018 | 444 | ||
2019 | 444 | ||
2020 and thereafter | 3,239 | ||
Net Book Value | 5,348 | 5,459 | |
Minimum | |||
INTANGIBLE ASSETS | |||
Weighted Average Amortization Period | 10 years | ||
Maximum | |||
INTANGIBLE ASSETS | |||
Weighted Average Amortization Period | 20 years | ||
Customer relationships | |||
INTANGIBLE ASSETS | |||
Weighted Average Amortization Period | 7 years 2 months 12 days | 7 years 2 months 12 days | |
Cost Basis | 3,979 | 3,979 | |
Accumulated Amortization | -3,650 | -3,639 | |
Net Book Value | 329 | 340 | |
Estimated future amortization expense | |||
Net Book Value | 329 | 340 | |
Trade names | |||
INTANGIBLE ASSETS | |||
Weighted Average Amortization Period | 20 years | 20 years | |
Cost Basis | 7,999 | 7,999 | |
Accumulated Amortization | -2,980 | -2,880 | |
Net Book Value | 5,019 | 5,119 | |
Estimated future amortization expense | |||
Net Book Value | $5,019 | $5,119 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
ACCRUED LIABILITIES | ||||
Accrued payroll and benefits | $3,277 | $3,316 | ||
Accrued property taxes | 218 | 86 | ||
Income taxes payable | 292 | 198 | ||
Accrued professional fees | 214 | 126 | ||
Accrued warranty liability | 457 | 736 | 1,198 | 370 |
Accrued regulatory settlement | 1,012 | 2,066 | ||
Accrued environmental reserve | 513 | 513 | ||
Accrued self-insurance reserve | 1,362 | 1,411 | ||
Accrued other | 251 | 639 | ||
Total accrued liabilities | 7,875 | 9,553 | ||
Current portion of environmental settlement recorded | 500 | |||
Estimated SEC Inquiry settlement recorded | $512 |
DEBT_AND_CREDIT_AGREEMENTS_Det
DEBT AND CREDIT AGREEMENTS (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Aug. 23, 2012 | Mar. 31, 2015 | Dec. 31, 2014 |
Credit Facilities | |||
Line of credit | $1,238 | ||
Less-Current portion | -1,302 | -268 | |
Long-term debt, net of current maturities | 2,612 | 2,650 | |
New Markets Tax Credit Transaction | |||
Credit Facilities | |||
Long-term debt, net of current maturities | 2,600 | ||
Credit facility | |||
Credit Facilities | |||
Line of credit | 1,238 | ||
Line of credit facilities, term of credit agreements | 3 years | ||
Maximum borrowing capacity of the face value of eligible A/R (as a percent) | 85.00% | ||
Maximum percentage of book value of inventories that may be financed | 50.00% | ||
Variable rate basis | one month London Interbank Offered Rate | ||
Interest rate margin (as a percent) | 4.25% | ||
Annual unused line fee (as a percent) | 0.50% | ||
Outstanding indebtedness under the Credit Facility | 1,238 | ||
Current borrowing capacity | 15,733 | ||
Interest rate (as a percent) | 5.25% | ||
Credit facility | Minimum | |||
Credit Facilities | |||
Interest rate (as a percent) | 5.25% | ||
Term loans and notes payable | |||
Credit Facilities | |||
Long-term debt, gross | 2,676 | 2,918 | |
Other term loans | |||
Credit Facilities | |||
Amount outstanding | $77 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
FAIR VALUE MEASUREMENTS | ||
Municipal bonds and money market funds | $150 | $20,173 |
Gearing | ||
FAIR VALUE MEASUREMENTS | ||
Impairment to identifiable intangible assets | 0 | |
Services | ||
FAIR VALUE MEASUREMENTS | ||
Impairment to identifiable intangible assets | 0 | |
Level 2 | ||
FAIR VALUE MEASUREMENTS | ||
Total assets at fair value | 11,429 | |
Level 3 | ||
FAIR VALUE MEASUREMENTS | ||
Total assets at fair value | 1,260 | 1,298 |
Total | ||
FAIR VALUE MEASUREMENTS | ||
Total assets at fair value | 1,260 | 12,727 |
Recurring | Level 2 | Municipal bonds and money market funds | ||
FAIR VALUE MEASUREMENTS | ||
Municipal bonds and money market funds | 11,429 | |
Recurring | Total | Municipal bonds and money market funds | ||
FAIR VALUE MEASUREMENTS | ||
Municipal bonds and money market funds | 11,429 | |
Nonrecurring | Level 3 | Clintonville Facility | ||
FAIR VALUE MEASUREMENTS | ||
Property plant and equipment at fair value | 700 | 738 |
Nonrecurring | Level 3 | Cicero Avenue | Gearing | ||
FAIR VALUE MEASUREMENTS | ||
Property plant and equipment at fair value | 560 | 560 |
Nonrecurring | Total | Clintonville Facility | ||
FAIR VALUE MEASUREMENTS | ||
Property plant and equipment at fair value | 700 | 738 |
Nonrecurring | Total | Cicero Avenue | Gearing | ||
FAIR VALUE MEASUREMENTS | ||
Property plant and equipment at fair value | $560 | $560 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
INCOME TAXES | |||
Deferred income taxes due, net | $0 | ||
Provision for income taxes | 77 | 24 | |
Operating Loss Carryforwards | 173,823 | ||
Expiration of the statute of limitations | |||
Income Taxes | |||
Decrease in unrecognized tax benefits as a result of the expiration of the applicable statutes of limitations within the next twelve months | ($63) |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Feb. 13, 2013 | Mar. 31, 2015 | Feb. 13, 2013 | Feb. 12, 2013 | Dec. 31, 2014 |
item | |||||
Rights Plan | |||||
Unrecognized Tax Benefits | 201 | $199 | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 126 | $118 | |||
Series A Junior Participating Preferred Stock | |||||
Rights Plan | |||||
Preservation period of tax assets | 3 years | ||||
Number of rights for each outstanding share of common stock | 1 | ||||
Number of preferred share purchase rights for each outstanding share of the company's common stock | 0.001 | 0.001 | |||
Exercise price (in dollars per right) | $14 | 14 | |||
Series A Junior Participating Preferred Stock | Minimum | |||||
Rights Plan | |||||
Threshold percentage of beneficial ownership for significant dilution of ownership interest | 4.90% | ||||
Current beneficial ownership percentage that will not trigger the preferred share purchase rights unless they acquire additional shares | 4.90% | ||||
Series A Junior Participating Preferred Stock | Maximum | |||||
Rights Plan | |||||
Beneficial ownership percentage of any person or group, together with its affiliates and associates | 4.90% |
SHAREBASED_COMPENSATION_Detail
SHARE-BASED COMPENSATION (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
2007 EIP | |
SHARE-BASED COMPENSATION | |
Number of shares of common stock reserved for grants | 691,051 |
Common stock issued under share-based compensation plan | 247,001 |
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 | 371,977 |
Stock Options | |
SHARE-BASED COMPENSATION | |
Expiration term | 10 years |
Summary of the stock option activity | |
Outstanding at the beginning of the period (in shares) | 158,718 |
Granted (in shares) | 0 |
Outstanding at the end of the period (in shares) | 158,718 |
Exercisable (in shares) | 107,811 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $16.64 |
Outstanding at the end of the period (in dollars per share) | $16.64 |
Exercisable (in dollars per share) | $22.85 |
Stock Options | 2007 EIP | |
SHARE-BASED COMPENSATION | |
Number of shares reserved | 57,783 |
Stock Options | 2012 EIP | |
SHARE-BASED COMPENSATION | |
Number of shares reserved | 100,935 |
Stock Options | Minimum | |
SHARE-BASED COMPENSATION | |
Vesting term | 1 year |
Stock Options | Maximum | |
SHARE-BASED COMPENSATION | |
Vesting term | 5 years |
Restricted stock unit (RSU) | 2007 EIP | |
SHARE-BASED COMPENSATION | |
Number of shares reserved | 9,943 |
Restricted stock unit (RSU) | 2012 EIP | |
SHARE-BASED COMPENSATION | |
Number of shares reserved | 522,944 |
Restricted stock unit (RSU) | Minimum | |
SHARE-BASED COMPENSATION | |
Vesting term | 1 year |
Restricted stock unit (RSU) | Maximum | |
SHARE-BASED COMPENSATION | |
Vesting term | 5 years |
SHAREBASED_COMPENSATION_Detail1
SHARE-BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Weighted Average Grant-Date Fair Value Per RSU | ||
Forfeiture rate (as percent) | 25.00% | 25.00% |
Restricted stock unit (RSU) | ||
Summary of the restricted stock unit activity | ||
Outstanding at the beginning of the period (in shares) | 515,038 | |
Granted (in shares) | 141,204 | |
Vested (in shares) | -97,119 | |
Forfeited (in shares) | -26,236 | |
Outstanding at the end of the period (in shares) | 532,887 | |
Weighted Average Grant-Date Fair Value Per RSU | ||
Outstanding at the beginning of the period (in dollars per share) | 5.78 | |
Granted (in dollars per share) | 5.45 | |
Vested (in dollars per share) | 5.4 | |
Forfeited (in dollars per share) | 6.19 | |
Outstanding at the end of the period (in dollars per share) | 5.74 |
SHAREBASED_COMPENSATION_Detail2
SHARE-BASED COMPENSATION (Details 3) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Summary of share-based compensation expense | ||
Net effect of share-based compensation expense on net loss | $255 | $223 |
Reduction in earnings per share: | ||
Basic and diluted earnings per share (in dollars per share) | $0.02 | $0.02 |
Pre-tax compensation expense for all unvested share-based awards | 2,151 | |
Cost of sales | ||
Summary of share-based compensation expense | ||
Share-based compensation expense | 31 | 62 |
Selling, general and administrative | ||
Summary of share-based compensation expense | ||
Share-based compensation expense | $224 | $161 |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
SEGMENT REPORTING | |||
Revenues | $51,051 | $58,800 | |
Operating profit (loss) | -4,978 | -995 | |
Depreciation and amortization expense | 2,578 | 3,114 | |
Capital Expenditures | 839 | 2,200 | |
Total Assets | 137,427 | 146,617 | |
Towers and Weldments Segment | |||
SEGMENT REPORTING | |||
Number of facilities | 2 | ||
Revenues | 40,797 | 48,134 | |
Operating profit (loss) | 1,135 | 5,612 | |
Depreciation and amortization expense | 914 | 984 | |
Capital Expenditures | 511 | 1,233 | |
Towers and Weldments Segment | Maximum | |||
SEGMENT REPORTING | |||
Annual tower production capacity (in towers) | 500 | ||
Towers and Weldments Segment | Minimum | |||
SEGMENT REPORTING | |||
Power generating capacity of turbines that towers produced annually can support (in megawatts) | 1,000 | ||
Gearing | |||
SEGMENT REPORTING | |||
Revenues | 8,432 | 8,275 | |
Operating profit (loss) | -1,211 | -2,966 | |
Depreciation and amortization expense | 1,296 | 1,801 | |
Capital Expenditures | 72 | 634 | |
Services | |||
SEGMENT REPORTING | |||
Primary service locations | 2 | ||
Revenues | 1,822 | 2,391 | |
Operating profit (loss) | -2,624 | -1,339 | |
Depreciation and amortization expense | 322 | 313 | |
Capital Expenditures | 171 | 30 | |
Corporate | |||
SEGMENT REPORTING | |||
Operating profit (loss) | -2,283 | -2,253 | |
Depreciation and amortization expense | 46 | 16 | |
Capital Expenditures | 85 | 303 | |
Eliminations | |||
SEGMENT REPORTING | |||
Operating profit (loss) | 5 | -49 | |
Total Assets | -275,537 | -263,688 | |
Operating segments | |||
SEGMENT REPORTING | |||
Total Assets | 137,427 | 146,617 | |
Operating segments | Towers and Weldments Segment | |||
SEGMENT REPORTING | |||
Total Assets | 65,005 | 50,691 | |
Operating segments | Gearing | |||
SEGMENT REPORTING | |||
Total Assets | 48,200 | 50,238 | |
Operating segments | Services | |||
SEGMENT REPORTING | |||
Total Assets | 8,377 | 10,884 | |
Operating segments | Assets held for sale | |||
SEGMENT REPORTING | |||
Total Assets | 700 | 738 | |
Operating segments | Corporate | |||
SEGMENT REPORTING | |||
Total Assets | 290,682 | 297,754 | |
Eliminations | Towers and Weldments Segment | |||
SEGMENT REPORTING | |||
Intersegment revenues | 231 | 160 | |
Eliminations | Gearing | |||
SEGMENT REPORTING | |||
Intersegment revenues | 176 | 499 | |
Eliminations | Services | |||
SEGMENT REPORTING | |||
Intersegment revenues | 116 | 47 | |
Eliminations | Eliminations | |||
SEGMENT REPORTING | |||
Intersegment revenues | ($523) | ($706) |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2012 |
Environmental Compliance and Remediation Liabilities | ||||
Liability associated with environmental remediation costs | $513 | $352 | ||
Changes in the carrying amount of the total product warranty liability | ||||
Balance at beginning of period | 1,198 | 457 | ||
Addition to (reduction of) warranty reserve | 3 | -70 | ||
Warranty claims | -465 | -17 | ||
Balance at end of period | 736 | 370 | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance at beginning of period | 82 | 17 | ||
Bad debt expense | 1 | 54 | ||
Write-offs | -12 | |||
Balance at end of period | 83 | 59 | ||
Liquidated Damages | ||||
Reserve for liquidated damages | 0 | |||
Workers' Compensation Reserves | ||||
Amount accrued for self-insured workers' compensation claims | $1,362 | $1,411 | ||
Minimum | ||||
Warranty Liability | ||||
Term of warranty | 1 year | |||
Maximum | ||||
Warranty Liability | ||||
Term of warranty | 5 years |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) (Total Company Employees, Coverage under collective bargaining agreements) | 3 Months Ended |
Mar. 31, 2015 | |
agreement | |
Total Company Employees | Coverage under collective bargaining agreements | |
Collective bargaining agreements | |
Percentage of company's employees covered | 15.00% |
Number of agreements | 2 |
COMMITMENTS_AND_CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 3) (New Markets Tax Credit Transaction, USD $) | 3 Months Ended | |
Mar. 31, 2015 | Jun. 20, 2011 | |
New Markets Tax Credit program | ||
Future tax credit that can be generated | $3,900,000 | |
Tax credit period | 7 years | |
Period which facility must operate and be in compliance | 7 years | |
Amount of tax credits for which the Company may be liable | 3,900,000 | |
Broadwind Services, LLC | ||
New Markets Tax Credit program | ||
Gross loan from AMCREF to Broadwind Services | $10,000,000 |
NEW_MARKETS_TAX_CREDIT_TRANSAC1
NEW MARKETS TAX CREDIT TRANSACTION (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Jul. 20, 2011 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 20, 2011 | |
item | ||||
New Markets Tax Credit Transaction | ||||
Net amount outstanding | $2,612,000 | $2,650,000 | ||
New Markets Tax Credit Transaction | ||||
New Markets Tax Credit Transaction | ||||
Proceeds from transaction | 2,280,000 | |||
Gross loan in the principal amount from the Company to COCRF Investor VIII, LLC | 7,720,000 | |||
Receivable term | 15 years | |||
Interest rate (as a percent) | 2.50% | |||
Maximum percentage of a qualified investment available as credit against federal income taxes | 39.00% | |||
Potential tax credit that can be generated under the NMTC transaction | 3,900,000 | |||
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 | 320,000 | |||
Company's obligation if Capital One exercises its option to put its investment | 130,000 | |||
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 | 262,000 | |||
Amortization period for prepaid expenses for the NMTC arrangement | 7 years | |||
Net amount outstanding | 2,600,000 | |||
Broadwind Services, LLC | New Markets Tax Credit Transaction | ||||
New Markets Tax Credit Transaction | ||||
Principal amount | $10,000,000 | |||
Debt term | 15 years | |||
Interest rate (as a percent) | 1.40% |
RESTRUCTURING_Details
RESTRUCTURING (Details) (USD $) | 3 Months Ended | 12 Months Ended | 45 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2015 | Sep. 30, 2012 |
sqft | ||||||||
item | ||||||||
RESTRUCTURING | ||||||||
Restructuring charges | $2,153 | $5,550 | $5,092 | $874 | $13,669 | |||
Accelerated depreciation | 898 | 819 | 1,717 | |||||
Severance | 435 | 430 | 865 | |||||
Iimpairment charges | 2,365 | 2,365 | ||||||
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 | |||||||
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 | |||||||
Number of remaining properties vacated and marketed for sale | 2 | |||||||
Liability associated with environmental remediation costs | 513 | 513 | 352 | |||||
Addition in liability associated with environmental remediation costs | 258 | |||||||
Restructuring Reserve, Settled without Cash | 4,800 | |||||||
Capital expenditures | ||||||||
RESTRUCTURING | ||||||||
Exit costs | 674 | 2,352 | 2,596 | 5 | 5,627 | |||
Moving and other exit-related costs | ||||||||
RESTRUCTURING | ||||||||
Exit costs | 1,479 | 3,085 | 1,677 | 439 | 6,680 | |||
Brandon Facility | ||||||||
RESTRUCTURING | ||||||||
Gain on sale of Brandon, SD Facility | ($3,585) | ($3,585) |