Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 14, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | GLOBAL POWER EQUIPMENT GROUP INC. | |
Entity Central Index Key | 1,136,294 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 17,926,019 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 6,544 | $ 2,805 |
Restricted cash | 11,588 | 8,765 |
Accounts receivable, net of allowance of $1,545 and $1,634, respectively | 52,315 | 59,280 |
Raw material | 4,313 | 4,210 |
Finished goods | 629 | 699 |
Inventory reserve | (1,024) | (981) |
Costs and estimated earnings in excess of billings | 47,963 | 52,696 |
Assets held for sale | 22,832 | |
Other current assets | 7,544 | 7,936 |
Total current assets | 129,872 | 158,242 |
Property, plant and equipment, net | 12,300 | 12,596 |
Goodwill | 36,456 | 36,456 |
Intangible assets, net | 24,129 | 24,801 |
Other long-term assets | 754 | 747 |
Total assets | 203,511 | 232,842 |
Current liabilities: | ||
Accounts payable | 22,182 | 19,076 |
Accrued compensation and benefits | 16,320 | 10,640 |
Billings in excess of costs and estimated earnings | 9,432 | 6,754 |
Accrued warranties | 5,411 | 5,806 |
Liabilities related to assets held for sale | 1,151 | |
Other current liabilities | 34,932 | 33,915 |
Total current liabilities | 88,277 | 77,342 |
Long-term debt | 25,873 | 45,341 |
Deferred tax liabilities | 14,465 | 15,499 |
Other long-term liabilities | 8,091 | 7,526 |
Total liabilities | 136,706 | 145,708 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 18,916,983 and 18,855,409 shares issued, respectively, and 17,565,465 and 17,485,941 shares outstanding, respectively | 189 | 188 |
Paid-in capital | 77,463 | 76,708 |
Accumulated other comprehensive loss | (8,924) | (9,513) |
Retained earnings | (1,910) | 19,764 |
Treasury stock, at par (1,351,518 and 1,369,468 common shares, respectively) | (13) | (13) |
Total stockholders' equity | 66,805 | 87,134 |
Total liabilities and stockholders' equity | $ 203,511 | $ 232,842 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable allowance for doubtful accounts | $ 1,545 | $ 1,634 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 18,916,983 | 18,855,409 |
Common stock, shares outstanding | 17,565,465 | 17,485,941 |
Treasury stock at par | 1,351,518 | 1,369,468 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Revenue | |||
Total revenue | $ 71,457 | $ 122,722 | |
Cost of revenue | |||
Total cost of revenue | 75,887 | 107,911 | |
Gross profit | (4,430) | 14,811 | |
Operating expenses | |||
Selling and marketing expenses | 1,836 | 2,578 | |
General and administrative expenses | 12,943 | 15,972 | |
(Gain) loss on sale of business and net assets held for sale | (239) | ||
Depreciation and amortization expense(1) | [1] | 1,274 | 2,216 |
Total operating expenses | 15,814 | 20,766 | |
Operating income (loss) | (20,244) | (5,955) | |
Other expense (income) | |||
Interest expense, net | 1,708 | 2,660 | |
Foreign currency (gain) loss | 156 | 308 | |
Other (income) expense, net | (1) | (5) | |
Total other (income) expenses, net | 1,863 | 2,963 | |
Loss before income tax | (22,107) | (8,918) | |
Income tax expense (benefit) | (636) | 867 | |
Net loss | $ (21,471) | $ (9,785) | |
Loss per common share: | |||
Basic loss per common share (in dollars per share) | $ (1.23) | $ (0.57) | |
Diluted (loss) earnings per weighted average common share: | |||
Diluted loss per common share (in dollars per share) | $ (1.23) | $ (0.57) | |
Services | |||
Revenue | |||
Services revenue | $ 41,232 | $ 68,729 | |
Cost of revenue | |||
Services cost of revenue | 47,187 | 59,125 | |
Electrical Solutions | |||
Revenue | |||
Products revenue | 13,547 | 17,637 | |
Cost of revenue | |||
Products cost of revenue | 15,170 | 17,654 | |
Mechanical Solutions | |||
Revenue | |||
Products revenue | 16,678 | 36,356 | |
Cost of revenue | |||
Products cost of revenue | $ 13,530 | $ 31,132 | |
[1] | Excludes depreciation and amortization expense for the three months ended March 31, 2017 and 2016 of $0.3 million and $0.6 million, respectively, included in cost of revenue. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Depreciation and amortization included in cost of sales | $ 0.3 | $ 0.6 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||
Net loss | $ (21,471) | $ (9,785) |
Foreign currency translation adjustment | 589 | 1,104 |
Comprehensive loss | $ (20,882) | $ (8,681) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Common Shares $0.01 Per Share | Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings | Treasury Shares | Total |
Balance, Beginning at Dec. 31, 2016 | $ 188 | $ 76,708 | $ (9,513) | $ 19,764 | $ (13) | $ 87,134 |
Balance, Beginning (in shares) at Dec. 31, 2016 | 18,855,409 | (1,369,468) | 18,855,409 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | $ 1 | (1) | ||||
Issuance of restricted stock units (in shares) | 61,574 | |||||
Tax withholding on restricted stock units | (185) | $ (185) | ||||
Tax withholding on restricted stock units(in shares) | 17,950 | |||||
Share-based compensation | 747 | 747 | ||||
Dividends | (9) | (9) | ||||
Net loss | (21,471) | (21,471) | ||||
Foreign currency translation adjustment | 589 | 589 | ||||
Balance, Ending at Mar. 31, 2017 | $ 189 | 77,463 | $ (8,924) | (1,910) | $ (13) | $ 66,805 |
Balance, Ending (in shares) at Mar. 31, 2017 | 18,916,983 | (1,351,518) | 18,916,983 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Adoption of ASU 2016-09 (Note 3) | ASU 2016-09 | $ 194 | $ (194) |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net loss | $ (21,471) | $ (9,785) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Deferred income tax expense (benefit) | (1,034) | 247 |
Depreciation and amortization on plant, property and equipment and intangible assets | 1,607 | 2,834 |
Amortization of deferred financing costs | 35 | 59 |
Loss on disposals of property, plant, and equipment | 30 | 39 |
(Gain) loss on sale of business and net assets held for sale | (239) | |
Bad debt expense | (51) | 23 |
Stock-based compensation | 1,006 | 790 |
Payable-in-kind interest | 78 | |
Changes in operating assets and liabilities, net of businesses acquired and sold: | ||
Accounts receivable | 6,548 | 30,895 |
Inventories | 42 | (1,139) |
Costs and estimated earnings in excess of billings | 5,634 | (21,941) |
Other current assets | 4,432 | (2,005) |
Other assets | 480 | 219 |
Accounts payable | 3,008 | (6,083) |
Accrued and other liabilities | 4,065 | 6,174 |
Accrued warranties | (404) | (160) |
Billings in excess of costs and estimated earnings | 2,596 | 305 |
Net cash provided by (used in) operating activities | 6,362 | 472 |
Investing activities: | ||
Proceeds from sale of business, net of restricted cash and transaction costs | 20,206 | |
Net transfers of restricted cash | (2,815) | (175) |
Proceeds from sale of property, plant and equipment | 14 | 44 |
Purchase of property, plant and equipment | (301) | (425) |
Net cash provided by (used in) investing activities | 17,104 | (556) |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (185) | (110) |
Debt issuance costs | 57 | |
Dividends paid | (9) | |
Proceeds from long-term debt | 83,100 | |
Payments of long-term debt | (102,647) | (500) |
Net cash provided by (used in) financing activities | (19,798) | (610) |
Effect of exchange rate changes on cash | 71 | 275 |
Net change in cash and cash equivalents | 3,739 | (419) |
Cash and cash equivalents, beginning of year | 2,805 | 22,239 |
Cash and cash equivalents, end of quarter | 6,544 | 21,820 |
Supplemental Disclosures: | ||
Cash paid for interest | 1,863 | 1,697 |
Cash paid for income taxes, net of refunds | $ 86 | $ 229 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 1—BASIS OF PRESENTATION Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) on a basis consistent with that used in the Annual Report on Form 10-K for the year ended December 31, 2016 filed by Global Power Equipment Group Inc. and its wholly owned subsidiaries (“Global Power,” “we,” “us,” “our” or the “Company”) with the United States (the “U.S.”) Securities and Exchange Commission (“SEC”) on September 12, 2017 (the “2016 Form 10-K”) and include all normal recurring adjustments necessary to present fairly the unaudited condensed consolidated balance sheets and statements of operations, comprehensive loss, cash flows and stockholders’ equity for the periods indicated. All significant intercompany transactions have been eliminated. These notes should be read in conjunction with the audited consolidated financial statements included in the 2016 Form 10-K. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the three month period are not necessarily indicative of the results to be expected for the full year. The Company reports on a fiscal quarter basis utilizing a “modified” 4-4-5 calendar (modified in that the fiscal year always begins on January 1 and ends on December 31). However, the Company has continued to label its quarterly information using a calendar convention. The effects of this practice are modest and only exist when comparing interim period results. The reporting periods and corresponding fiscal interim periods are as follows: Reporting Interim Period Fiscal Interim Period 2017 2016 Three Months Ended March 31 January 1, 2017 to April 2, 2017 January 1, 2016 to April 3, 2016 Three Months Ended June 30 April 3, 2017 to July 2, 2017 April 4, 2016 to July 3, 2016 Three Months Ended September 30 July 3, 2017 to October 1, 2017 July 4, 2016 to October 2, 2016 |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2017 | |
LIQUIDITY | |
LIQUIDITY | NOTE 2—LIQUIDITY The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations during the next year. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. For the three months ended March 31, 2017, the Company had a net loss of $21.5 million and positive cash flows from operations of $6.4 million. Historically, the Company has funded its operations through cash on hand, asset sales and draws against its $150.0 million revolving credit facility (as amended or supplemented from time to time, the “Revolving Credit Facility”), as necessary. As a result of the Company’s continued non-compliance with the financial and certain other covenants under the Revolving Credit Facility, in July 2016, the administrative agent exercised its rights and assumed control over certain of the Company’s accounts by implementing a cash dominion process that used receipts of collateral to directly pay down debt, while allowing the Company to continue to borrow, subject to certain restrictions. As a result of this action, the Company’s liquidity under the Revolving Credit Facility was severely constrained from that time until its termination in June 2017. Since June 2017, the Company’s liquidity has remained very constrained as a result of continued losses, inconsistent cash flows from operations and its inability to borrow additional amounts for short-term working capital needs or issue additional standby letters of credit. During 2017, the following series of significant events occurred: · During the first four months of 2017, the Company repatriated $10.0 million in cash from its Netherlands subsidiary. · In June 2017, the Company refinanced the Revolving Credit Facility and entered into a $45.0 million, 4.5-year senior secured term loan facility (the “Initial Centre Lane Facility”) with an affiliate of Centre Lane Partners, LLC (“Centre Lane”). · In August 2017, the Company entered into an amendment to the Initial Centre Lane Facility (the “Centre Lane Amendment” and, together with the Initial Centre Lane Facility, the “Centre Lane Facility”) to provide for a $10.0 million first-out term loan (the “First-Out Loan”), which matures on September 30, 2018. The remaining balance on the Centre Lane Facility does not mature until 2021. · After repayment of the Revolving Credit Facility and fees associated with both the Initial Centre Lane Facility and the Centre Lane Amendment, the Company’s net cash proceeds were $15.3 million. · On October 11, 2017, the Company sold substantially all of the operating assets and liabilities of its Mechanical Solutions segment for $43.3 million in cash, resulting in net proceeds of $40.9 million. The net proceeds were used to pay down $34.0 million of the Company’s outstanding debt, including full repayment of the First-Out Loan. In addition, this payment removed the minimum liquidity requirements under the Centre Lane Facility and satisfied the criteria necessary to avoid a payable-in-kind (“PIK”) rate increase on January 1, 2018. · On October 31, 2017, the Company completed the sale of its manufacturing facility in Mexico and auctioned the remaining production equipment and other assets for net proceeds of $3.6 million. Net proceeds of $1.9 million from the sale of the facility and equipment were used to reduce outstanding debt under the Centre Lane Facility. The manufacturing facility was included in the Company’s Mechanical Solutions reporting segment. · The remaining proceeds of $8.6 million from the sale of Mechanical Solutions and the sale of the Mexican manufacturing facility and equipment were used to fund working capital requirements. Management, in conjunction with the Board of Directors of the Company, continues to assess and implement steps in its liquidity plan, which currently consists of the following: · Focusing on shortening the collection cycle time on the Company’s accounts receivables and lengthening the payment cycle time on its accounts payables; · Reducing ongoing operating expenses wherever possible, including workforce reductions and curtailments at underutilized facilities; · Seeking an asset-based lending facility that will enable the Company to issue letters of credit, as well as supplement its working capital needs and potentially reduce outstanding term debt; and · Assessing strategic alternatives, including the potential complete divestiture of the Electrical Solutions segment in an effort to reduce our outstanding term debt. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3—RECENT ACCOUNTING PRONOUNCEMENTS New accounting pronouncements implemented by the Company during the first quarter of 2017 or requiring implementation in future periods are discussed below. In the first quarter of 2017, the Company adopted Accounting Standards Update (“ASU”) 2016-09, “Improvements to Employee Share-Based Payment Accounting.” This ASU is intended to simplify various aspects of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and forfeiture rate calculations. As a result of the adoption of ASU 2016-09, excess tax benefits and tax deficiencies associated with option exercises and vested share awards are now recognized as income tax benefit or expense in the consolidated statement of operations instead of in additional paid-in capital. The previously unrecognized excess tax benefits as of December 31, 2016 were recorded as a decrease to deferred tax assets. However, given the valuation allowance placed on the Company’s deferred tax assets, the recognition of excess tax benefits and tax deficiencies upon adoption did not have an impact on the Company’s retained earnings. As a result of adopting the new standard utilizing the modified retrospective approach, the Company’s deferred tax assets increased $2.6 million, with a corresponding increase in its valuation allowance. Additionally, the excess tax benefits are now presented as an operating activity on the consolidated statement of cash flows, rather than as a financing activity. The adoption of the guidance affecting the cash flow presentation did not have an impact on the Company’s consolidated statements of cash flows. The Company also elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The adoption of this new guidance resulted in a cumulative-effect adjustment of $0.2 million decrease to retained earnings as of January 1, 2017, related to the accounting for forfeitures using the modified retrospective method. In the first quarter of 2017, the Company adopted ASU 2015-11, “Simplifying the Measurement of Inventory.” This ASU requires an entity to measure inventory, other than that measured using last-in-first-out or the retail inventory method, at the lower of cost or net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The adoption of ASU 2015-11 did not have a material impact on the Company’s financial position, results of operations or cash flows. In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities,” which is intended to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. ASU 2017-12 is effective for annual and interim periods beginning after December 15, 2018 and should be applied on a retrospective basis for cash flow and net investment hedges existing on the date of adoption. The amendments to the presentation and disclosure guidance should be applied on a prospective basis. The Company does not expect the adoption of ASU 2017-12 to have a material impact on its financial position, results of operations or cash flows. In November 2016, the FASB issued ASU 2016-18, “Restricted Cash (a consensus of the FASB Emerging Issues Task Force).” ASU 2016-18 requires an entity to include in its cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017. We do not expect the adoption of ASU 2016-18 to have a material impact on our financial position or results of operations. We are currently evaluating the impact adoption will have on our statement of cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases.” The primary difference between the current requirement under generally accepted accounting principles in the U.S. and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases), while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. ASU 2016-02 must be adopted using a modified retrospective transition, and provides for certain practical expedients. The Company has not determined the potential impact of the adoption of ASU 2016-02 on its financial position, results of operations and cash flows. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides new guidance for revenue recognized from contracts with customers and will replace the existing revenue recognition guidance. ASU 2014-09 requires that revenue is recognized at an amount the Company is entitled to upon transferring control of goods or services to customers, as opposed to when risks and rewards transfer to a customer. In July 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 by one year, making it effective for the interim reporting periods within the annual reporting period beginning after December 15, 2017. This standard may be applied on a retrospective basis to all prior periods presented or on a modified retrospective basis with a cumulative adjustment to retained earnings in the year of adoption. The Company anticipates adopting the standard using the modified retrospective method. The Company has begun initial discussions on significant differences and scoping; however, it has not determined the impact the adoption will have on its consolidated financial statements, related disclosures and internal controls. The FASB has issued several additional ASUs to provide implementation guidance on ASU 2014-09, including ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)” issued in March 2016 and ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” issued in April 2016. The Company will consider this guidance in evaluating the impact of ASU 2014-09. |
ASSETS HELD FOR SALE AND DISPOS
ASSETS HELD FOR SALE AND DISPOSITION | 3 Months Ended |
Mar. 31, 2017 | |
Disposed of by sale | |
SCHEDULE OF ASSETS HELD FOR SALE AND DISPOSITION | NOTE 4—ASSETS HELD FOR SALE AND DISPOSITION Assets Held for Sale In June 2016, the Company engaged a financial advisor to assist with the sale of its wholly owned subsidiary, Hetsco, Inc. (“Hetsco”), in order to pay down debt. Hetsco was previously included in the Services segment. In connection with the Company’s decision to sell Hetsco, the net assets were adjusted to estimated fair value less estimated selling expenses which resulted in a write-down of $8.3 million in 2016. The assets and liabilities of Hetsco were reclassified to “assets held for sale” and “liabilities related to assets held for sale,” respectively, in the consolidated balance sheet for December 31, 2016. The significant assets and liabilities of Hetsco as of December 31, 2016 were as follows: (in thousands) December 31, 2016 Accounts receivable $ 4,739 Other assets 642 Property and equipment 1,230 Goodwill and other intangible assets 16,221 Assets held for sale $ 22,832 Accounts payable $ 355 Accrued liabilities 796 Liabilities related to assets held for sale $ 1,151 Disposition of Hetsco On January 13, 2017, the Company sold the stock of Hetsco for $23.2 million in cash, inclusive of working capital adjustments. After transaction costs and an escrow withholding of $1.5 million, the net proceeds of $20.2 million were used to reduce debt. In the first quarter of 2017, the Company recorded a $0.2 million adjustment, which reduced the $8.3 million loss recorded in 2016. A summary of Hetsco’s income (loss) before income taxes for the three months ended March 31, 2017 and 2016 is as follows: Three Months Ended March 31, (in thousands) 2017 2016 Income (loss) before income taxes $ 489 $ (111) |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 5—EARNINGS PER SHARE As of March 31, 2017, the Company’s 17,565,465 shares outstanding included 19,362 shares of contingently issued but unvested restricted stock. As of March 31, 2016, the Company’s 17,381,070 shares outstanding included 48,561 shares of contingently issued but unvested restricted stock. Restricted stock is excluded from the calculation of basic weighted average shares outstanding, but its impact, if dilutive, is included in the calculation of diluted weighted average shares outstanding. Basic earnings per common share are calculated by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per common share are based on the weighted average common shares outstanding during the period, adjusted for the potential dilutive effect of common shares that would be issued upon the vesting and release of restricted stock awards and units. Basic and diluted loss per common share are calculated as follows: Three Months Ended March 31, (in thousands, except per share data) 2017 2016 Net loss $ (21,471) $ (9,785) Basic loss per common share: Weighted average common shares outstanding 17,470,817 17,223,901 Basic loss per common share $ (1.23) $ (0.57) Diluted loss per common share: Weighted average common shares outstanding 17,470,817 17,223,901 Diluted effect: Unvested portion of restricted stock units and awards — — Weighted average diluted common shares outstanding 17,470,817 17,223,901 Diluted loss per common share $ (1.23) $ (0.57) The weighted average number of shares outstanding used in the computation of basic and diluted earnings (loss) per share does not include the effect of the following potential outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share because the effect would have been anti-dilutive. Three Months Ended March 31, 2017 2016 Unvested service-based restricted stock units and awards 32,913 304,856 Unvested performance- and market-based restricted stock units 889,128 39,764 Stock options 122,000 122,000 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
INCOME TAXES | |
INCOME TAXES | NOTE 6—INCOME TAXES The overall effective income tax rate for continuing operations during the three months ended March 31, 2017 and 2016 was as follows: Three Months Ended March 31, 2017 2016 Effective income tax rate 2.9% (9.7)% The effective income tax rate differs from the statutory federal income tax rate of 35% primarily because of the full valuation allowances recorded on the Company’s U.S. and certain foreign deferred tax assets and the income tax rate differential between the Company’s foreign jurisdictions in which the Company has taxable presences and the U.S. For the three months ended March 31, 2017, the Company recorded an income tax benefit of $0.6 million, or 2.9% of pretax income, compared to $0.9 million of income tax expense, or (9.7)% of pretax income, in the same period for 2016. The decrease in income tax provision from March 31, 2016 to March 31, 2017 was related to a reduction in net deferred tax liabilities mostly from a $2.2 million decrease in indefinite-lived intangibles deferred tax liabilities that cannot be used to offset deferred tax assets subject to valuation allowance as a result of the disposition of Hetsco in the first three months of 2017. The decrease was partially offset by a $0.8 million increase in foreign tax provision from March 31, 2016 to March 31, 2017. As of March 31, 2017 and 2016, the Company would have needed to generate approximately $227.6 million and $176.4 million, respectively, of future financial taxable income to realize its deferred tax assets. The Company withdrew the permanent reinvestment assertion of its foreign earnings from its Netherlands-based operations in the third quarter of fiscal 2015; therefore, the Company provided for U.S. income taxes on the earnings generated by its Netherlands-based operations, as well as recognition of a corresponding deferred tax liability. As of March 31, 2017, the Company does not have any undistributed earnings in any of its other foreign subsidiaries because all of their earnings were taxed as deemed dividends. As of each of March 31, 2017 and December 31, 2016, the Company provided for a liability of $4.2 million for unrecognized tax benefits related to various federal, foreign and state income tax matters, which was included in long-term deferred tax assets and other long-term liabilities. If recognized, the entire amount of the liability would affect the effective tax rate. As of March 31, 2017, the Company accrued approximately $2.1 million in other long-term liabilities for potential payment of interest and penalties related to uncertain income tax positions. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2017 | |
DEBT | |
DEBT | NOTE 7—DEBT Revolving Credit Facility: In February 2012, the Company entered into a $100.0 million Revolving Credit Facility with Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank National Association, as Syndication Agent, and the various lending institutions party thereto. In December 2013, the Revolving Credit Facility was increased from $100.0 million to $150.0 million. The Company gave a first priority lien on substantially all of its assets as security for the Revolving Credit Facility, which was in place until the Company refinanced its debt with Centre Lane in June 2017. As of March 31, 2017 and December 31, 2016, the Company had $25.9 million and $45.3 million, respectively, of revolving credit loans outstanding under the Revolving Credit Facility, and it was not in compliance with the financial and certain other covenants. As a result of the Company’s non-compliance under the Revolving Credit Facility, on a number of occasions in 2016 and 2017, prior to refinancing the Revolving Credit Facility, the Company entered into amendments and limited waivers with its lenders, which were in effect until the Company refinanced the outstanding debt balance on the Revolving Credit Facility in June 2017. Pursuant to the terms of such amendments and limited waivers, as of March 31, 2017, the Revolving Credit Facility provided total commitments available to the Company of $45.1 million and only allowed for borrowings up to a maximum of $31.6 million, exclusive of outstanding standby letters of credit, as well as other restrictions. As of March 31, 2017, the Revolving Credit Facility had a reduced revolving letter of credit facility of up to $13.5 million and no longer provided access to multi-currency funds. The Company paid an unused line fee of 0.75% pursuant to the terms of the Revolving Credit Facility. The Company was subject to interest rate changes on its London Interbank Offered Rate (“LIBOR”) based borrowings under the Revolving Credit Facility. Should the Company need to borrow additional amounts against the Revolving Credit Facility, as of March 31, 2017, it would incur an interest rate of LIBOR or a specified base rate, plus in each case, an additional margin based on the Company’s consolidated leverage ratio. During the first quarter of 2017, the Company borrowed $83.1 million on the Revolving Credit Facility, and it repaid $102.6 million. The weighted average interest rate on those borrowings was 14.9% at March 31, 2017. As a result of the subsequent refinancing, the outstanding debt balance was classified as long-term debt on the Company’s condensed consolidated balance sheets as of both March 31, 2017 and December 31, 2016. During the first quarter of 2016, the Company had no incremental borrowings on the Revolving Credit Facility, and it repaid $0.5 million. As of March 31, 2017, there was a total of $7.9 million available, including $5.8 million of borrowing availability, under the Company’s Revolving Credit Facility. The Company’s ability to access the maximum amount of availability was dependent upon certain conditions as defined in the Revolving Credit Facility. Centre Lane Term Facility: In June 2017, funds affiliated with Centre Lane purchased and assumed the outstanding debt from the Company’s then-existing lenders under the Revolving Credit Facility. The Company replaced the Revolving Credit Facility with a 4.5-year senior secured term loan facility with an affiliate of Centre Lane as Administrative Agent and Collateral Agent, and the other lenders from time to time party thereto (collectively, the “Lenders”). The Centre Lane Facility is governed by the terms of the Senior Security Credit Agreement, dated June 16, 2017, as amended by the Centre Lane Amendment on August 17, 2017. While not a party to the Centre Lane Facility, entities associated with Wynnefield Capital, Inc., the Company’s largest equity investor, funded $6.0 million of the Centre Lane Facility. After payment of the Revolving Credit Facility and fees associated with both the Initial Centre Lane Facility and the Centre Lane Amendment, net cash proceeds were $15.3 million. The Initial Centre Lane Facility provides for an initial loan in an aggregate principal amount of $45.0 million, and the Centre Lane Amendment provides for the First-Out Loan, for an additional aggregate principal amount of $10.0 million. The Initial Centre Lane Facility has a maturity date of December 16, 2021. The First-Out Loan has a maturity date of September 30, 2018. The Initial Centre Lane Facility requires payment of an annual administration fee of $25,000 and an upfront fee equal to 7% of the aggregate commitments provided under the Centre Lane Facility. The upfront fee bears interest at a rate of LIBOR plus 19% annual PIK interest. The upfront fee is payable upon the earlier of maturity or the occurrence of certain events, including significant debt prepayments or asset sales that may occur prior to maturity. In addition to those fees, the Centre Lane Amendment also requires the Company to pay an upfront fee equal to 7% of the First-Out Loan commitments, which bears interest at the same rate as the initial upfront fee, and an exit fee equal to 7% of the aggregate outstanding principal amount of the First-Out Loan commitments, which is payable upon the maturity date of the First-Out Loan. Borrowings under the Centre Lane Facility initially bear interest at LIBOR plus the sum of 9% per year, payable in cash, plus 10% PIK interest. Cash interest is payable monthly, and the PIK interest accrues to and increases the principal balance on a monthly basis. Starting on January 1, 2018, the PIK interest rate will increase to 15% per year, unless the Company elects to make a prepayment on the principal of $25.0 million. The cash interest rate will remain unchanged. On October 11, 2017, the Company sold substantially all of the operating assets and liabilities of its Mechanical Solutions segment and used a portion of the proceeds to pay down $34.0 million of the Company’s outstanding debt and related fees, including full repayment of the First-Out Loan. This payment satisfied the criteria necessary to avoid the PIK rate increase on January 1, 2018. Additionally, on October 31, 2017, the Company completed the sale of its manufacturing facility in Mexico and auctioned the remaining production equipment and other assets for net proceeds of $3.6 million, of which $1.9 million was used to reduce the principal amount of the Initial Centre Lane Facility. The remainder was used to fund working capital requirements. The Company’s obligations under the Centre Lane Facility are guaranteed by all of its wholly owned domestic subsidiaries, subject to customary exceptions. The Company’s obligations are secured by first priority security interests on substantially all of its assets and those of its wholly owned domestic subsidiaries. This includes 100% of the voting equity interests of the Company’s domestic subsidiaries and certain specified foreign subsidiaries and 65% of the voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions. The Company may voluntarily prepay the Centre Lane Facility at any time or from time to time, in whole or in part, in a minimum amount of $1.0 million of the outstanding principal amount, plus any accrued but unpaid interest on the aggregate amount of the term loans being prepaid, plus a prepayment premium, to be calculated as follows (the “Prepayment Premium”): Prepayment Premium as a Percentage of Aggregate Period Outstanding Principal Prepaid June 16, 2017 to June 16, 2018 3% June 17, 2018 to June 16, 2019 2% June 17, 2019 to June 16, 2020 1% After June 16, 2020 0% Subject to certain exceptions, the Company must prepay an aggregate principal amount equal to 100% of its Excess Cash Flow (as defined in the Centre Lane Facility), minus the sum of all voluntary prepayments, within five business days after the date that is 90 days following the end of each fiscal year. The Centre Lane Facility also requires mandatory prepayment of certain amounts in the event the Company or its subsidiaries receive proceeds from certain events and activities, including, among others, asset sales, casualty events, the issuance of indebtedness and equity interests not otherwise permitted under the Centre Lane Facility and the receipt of tax refunds or extraordinary receipts in excess of $500,000, plus, in certain instances, the applicable Prepayment Premium, calculated as set forth above. The Centre Lane Facility contains customary representations and warranties, as well as customary affirmative and negative covenants. The Centre Lane Facility contains covenants that may, among other things, limit the Company’s ability to incur additional debt, incur liens, make investments or capital expenditures, declare or pay dividends, engage in mergers, acquisitions and dispositions, engage in new lines of business or certain transactions with affiliates and change accounting policies or fiscal year. The Centre Lane Facility also requires the Company to regularly provide financial information to the Lenders, as well as maintain certain total leverage ratios, fixed charge coverage ratios and minimum levels of liquidity, beginning, on September 30, 2018. The Company’s capital expenditures are limited. Events of default under the Centre Lane Facility include, but are not limited to, a breach of any of the financial covenants or any representations or warranties, failure to timely pay any amounts due and owing, the commencement of any bankruptcy or other insolvency proceeding, judgments in excess of certain acceptable amounts, the occurrence of a change in control, certain events related to ERISA matters and impairment of security interests in collateral or invalidity of guarantees or security documents. If an event of default occurs, the Lenders may, among other things, declare all borrowings to be immediately due and payable, together with accrued interest and fees, and exercise remedies under the collateral documents related to the Centre Lane Facility. Currently, the Company is in compliance with the covenants under the Centre Lane Facility. European Credit Facility: On June 13, 2008, Braden-Europe B.V., Global Power Professional Services Netherlands B.V. and Global Power Netherlands B.V. (collectively, “Global Power Netherlands”) entered into a EUR 14,000,000 Credit Facility (as continued, amended or supplemented from time to time, the “ABN AMRO Credit Facility”) with ABN AMRO Bank N.V. (“Original ABN AMRO”). In 2010, Original ABN AMRO transferred its claims, rights and obligations under the ABN AMRO Credit Facility to a new entity also known as ABN AMRO Bank N.V. (“New ABN AMRO”), as confirmed by the Amendment to Existing Credit Agreement (the “ABN AMRO Amendment”), dated July 25, 2011, among Global Power Netherlands and New ABN AMRO. The ABN AMRO Amendment incorporated the standard ABN AMRO General Credit Provisions. The ABN AMRO Credit Facility automatically renews each year on the same terms and conditions, so long as certain financial conditions are satisfied. The ABN AMRO Credit Facility is a Euro-denominated facility with an overdraft facility of EUR 1,000,000 and a contingent liability facility of EUR 13,000,000, under which letters of credit may be issued. Global Power Netherlands’ interest rate was 2.0% per annum at March 31, 2017, and it pays a facility fee of 0.25% per quarter. Proceeds of borrowings under the ABN AMRO Credit Facility may be used for Global Power Netherlands’ business activities. Global Power Netherlands has, by a right of pledge, given a first priority lien on substantially all of its assets as security for the ABN AMRO Credit Facility. The three entities that comprise Global Power Netherlands are jointly and severally liable under the ABN AMRO Credit Facility. The ABN AMRO Credit Facility imposes a number of covenant requirements on Global Power Netherlands. Global Power Netherlands’ tangible net worth must at all times represent at least 35% of Global Power Netherlands’ adjusted balance sheet total. The adjusted balance sheet total is defined as total assets minus the sum of intangible assets, deferred tax assets, participating interests, receivables from shareholders and/or directors and shares held in the company, as shown in the annual accounts, as well as any off-balance sheet guarantee exposure. Global Power Netherlands may not make profit distributions without the prior written consent of New ABN AMRO or if Global Power Netherlands’ tangible net worth is less than 35% of Global Power Netherlands’ adjusted balance sheet total. Global Power Netherlands will not have a current account with its mother or sister companies. Global Power Netherlands will inform New ABN AMRO in advance of any future guarantees. Global Power Netherlands’ annual accounts shall be prepared in accordance with International Accounting Standards Board standards. New ABN AMRO retains the right to revise the ABN AMRO Credit Facility and related security package if Global Power Professional Services Netherlands B.V. and Global Power Netherlands B.V. begin to conduct business outside the Netherlands. Global Power Netherlands is restricted from granting any second-ranking right of pledge to other parties. As of March 31, 2017 and December 31, 2016, no overdraft amounts were outstanding under this facility, and Global Power Netherlands was in compliance with all covenants under the ABN AMRO Credit Facility. In connection with the sale of substantially all of the operating assets and liabilities of the Company’s Mechanical Solutions segment on October 11, 2017, the ABN AMRO Credit Facility was assumed by the purchaser. Letters of Credit and Bonds: In line with industry practice, the Company is often required to provide letters of credit and surety and performance bonds to customers. These letters of credit and bonds provide credit support and security for the customer if the Company fails to perform its obligations under the applicable contract with such customer. The interest rate on letters of credit issued under the Revolving Credit Facility letter of credit sublimit was 8.5% per annum as of March 31, 2017. The Centre Lane Facility does not provide for letters of credit; therefore, the Company is currently unable to obtain new letters of credit. As of March 31, 2017, the Company’s outstanding stand-by letters of credit issued under the Revolving Credit Facility and the ABN AMRO facility were $11.4 million and $10.9 million, respectively. As of March 31, 2017, there are no amounts drawn upon these letters of credit. In addition, as of March 31, 2017, the Company had outstanding surety bonds on projects of $35.0 million. Deferred Financing Costs: Deferred financing costs are amortized over the terms of the related debt facilities using the effective yield method. Total interest expense associated with the amortization of deferred financing costs was less than $0.1 million for each of the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, the Company had no unamortized deferred financing costs. As of December 31, 2016, the Company had unamortized deferred financing costs on the Revolving Credit Facility of less than $0.1 million, which were fully amortized in the first three months of 2017. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2017 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | NOTE 8 — FINANCIAL INSTRUMENTS Derivative Financial Instruments: The Company selectively uses financial instruments in the management of its foreign currency exchange exposures. These financial instruments are considered derivatives under Accounting Standards Codification (“ASC”) 815–Derivatives and Hedging and are analyzed at the individual contract level to determine whether a contract qualifies for hedge accounting. As discussed below, the Company held three foreign currency forward exchange contracts at March 31, 2017 and seven at December 31, 2016. The Company measured fair value and recorded the associated change in value using available market rates for forward contracts of the same duration to mark the contracts to market. As of March 31, 2017, the Company had total gross notional amounts of $5.0 million of foreign currency contract commitments related to Euro-denominated engineering and construction obligations. The foreign currency contracts are of varying duration, none of which extended beyond May 2017. As of December 31, 2016, the Company had a total gross notional amount of $10.0 million of foreign currency contract commitments, none of which extended beyond April 2017. The Company designates only those contracts that closely match the underlying transactions as hedges for accounting purposes. These hedges resulted in substantially no ineffectiveness in the Company’s condensed consolidated statements of operations, and there were no components excluded from the assessment of hedge effectiveness for the three months ended March 31, 2017. All of the instruments were highly liquid and were not entered into for trading purposes. Derivative instruments are presented on a gross basis on the Company’s condensed consolidated balance sheet. The assets and liabilities in the table below reflect the gross amount of derivative instruments at March 31, 2017 and December 31, 2016. The fair value of the Company’s derivatives designated as hedging instruments on the condensed consolidated balance sheet was as follows: Asset Derivatives (in thousands) Balance Sheet Location March 31, 2107 December 31, 2016 Foreign exchange contracts Other current assets $ 238 $ 748 As of March 31, 2017 and December 31, 2016, the Company did not have any derivative assets or liabilities not designated as hedging instruments. The following table shows the impact of derivatives on the Company’s condensed consolidated statements of operations: Three Months Ended March 31, (in thousands) Location 2017 2016 Foreign exchange contracts designated as hedging instruments Other (income) expense, net $ (53) $ (143) The gains and losses recognized in earnings on hedging instruments for the fair value hedges offset the amount of gains and losses recognized in earnings on the hedged item in the same location in the condensed consolidated statements of operations. Fair Value of Financial Instruments: ASC 820–Fair Value Measurement defines fair value as the exit price, which is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in the active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The Company’s financial instruments as of March 31, 2017 and December 31, 2016 consisted primarily of cash and cash equivalents, restricted cash, receivables, payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values, as they are either short-term in nature or carry interest rates that are periodically adjusted to market rates. The following table shows the Company’s financial instruments measured at fair value on its condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016, and the related fair value input categories: Fair Value Measurements at Reporting Date Using (in thousands) Total Fair Value Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Foreign exchange contracts $ 238 $ — $ 238 $ — Fair Value Measurements at Reporting Date Using (in thousands) Total Fair Value Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Foreign exchange contracts $ 748 $ — $ 748 $ — . |
COMMITMENTS AND CONTIGENCIES
COMMITMENTS AND CONTIGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 9—COMMITMENTS AND CONTINGENCIES Litigation and Claims: The Company is from time to time party to various lawsuits, claims and other proceedings that arise in the ordinary course of its business. With respect to all such lawsuits, claims and proceedings, the Company records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe that the resolution of any currently pending lawsuits, claims and proceedings, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations or liquidity. However, the outcomes of any currently pending lawsuits, claims and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case. A putative shareholder class action, captioned Budde v. Global Power Equipment Group Inc. , is pending in the U.S. District Court for the Northern District of Texas naming the Company and certain former officers as defendants. This action and another action were filed in May and June of 2015, and in July of 2015 the court consolidated the two actions. On May 1, 2017, the lead plaintiff filed a second consolidated amended complaint that names the Company and three of its former officers as defendants. It alleges violations of the federal securities laws arising out of matters related to the Company’s restatement of certain financial periods and claims that the defendants made material misrepresentations and omissions of material fact in certain public disclosures during the putative class period in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5, as promulgated thereunder. The plaintiffs seek class certification on behalf of persons who acquired the Company’s stock between September 7, 2011 and May 6, 2015, monetary damages of “more than $200 million” on behalf of the putative class and an award of costs and expenses, including attorneys’ fees and experts’ fees. The Company intends to defend against this action. On June 26, 2017, the Company and the individual defendants filed a motion to dismiss the complaint. On August 23, 2017, the lead plaintiff filed its opposition to that motion. On September 22, 2017, defendants filed their reply brief in further support of their motion to dismiss. Oral argument has been requested; however, the court has not yet granted that request or set a date. Litigation is subject to many uncertainties, and the outcome of this action is not predictable with assurance. At this time, the Company is unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, or any potential effect such may have on the Company or its business or operations. The Division of Enforcement of the SEC is conducting a formal investigation into possible securities law violations by the Company relating to disclosures it made concerning certain financial information, including its cost of sales and revenue recognition, as well as related accounting issues. The Company is cooperating with the SEC in its investigation, including through the production of documents to, and the sharing of information with, the SEC Enforcement Staff. At this time, the Company cannot predict the outcome or the duration of the SEC investigation or any other legal proceedings or any enforcement actions or other remedies that may be imposed on it arising out of the SEC investigation. A former operating unit of Global Power has been named as a defendant in a limited number of asbestos personal injury lawsuits. Neither the Company nor its predecessors ever mined, manufactured, produced or distributed asbestos fiber, the material that allegedly caused the injury underlying these actions. The bankruptcy court’s discharge order issued upon the Company’s emergence from bankruptcy in January 2008 extinguished the claims made by all plaintiffs who had filed asbestos claims against it before that time. The Company believes the bankruptcy court’s discharge order should serve as a bar against any later claim filed against it, including any of its subsidiaries, based on alleged injury from asbestos at any time before emergence from bankruptcy. In any event, in all of the asbestos cases finalized post-bankruptcy, the Company has been successful in having such cases dismissed without liability. Moreover, during 2012, the Company secured insurance coverage that will help to reimburse the defense costs and potential indemnity obligations of its former operating unit relating to these claims. The Company intends to vigorously defend all currently active actions, all without liability, and it does not anticipate that any of these actions will have a material adverse effect on its financial position, results of operations or liquidity. However, the outcomes of any legal action cannot be predicted and, therefore, there can be no assurance that this will be the case. Contingencies: During 2014, the Company entered into an agreement with a partner in connection with a power plant equipment installation project. The agreement contains certain performance liquidated damage clauses in favor of the customer. While the Company believes its performance in the project met its direct contractual obligations, it nonetheless has joint and several liability for other aspects of the overall project performance. Therefore, it is possible, though unlikely, that the Company will not incur any liability for performance related issues under the contract. The Company currently estimates that the most likely range of potential liability arising from the contractual provisions described above will be between $4.9 million to $31.3 million. The maximum liability under the terms of the agreement is $33.0 million less the $1.7 million in liquidated damages that the Company has already incurred. The minimum liability per the agreement is 20 percent of the total contract value less the $1.7 million in liquidated damages that the Company has already incurred. Because the Company does not believe any amount in that $4.9 million to $31.3 million range is a better estimate than any other amount, it had accrued the minimum amount in the range as of both March 31, 2017 and December 31, 2016. In an effort to provide uninterrupted customer service, the Company has from time to time performed additional work under contracts without first obtaining the requisite customer approvals for change orders per the contract terms. In the event the customer subsequently disputes the change orders, they become claims under U.S. GAAP with strict criteria which must be met prior to recognizing revenue. Therefore, the Company defers recognizing revenue related to unsigned disputed change orders until the dispute is resolved. Since U.S. GAAP requires the Company to recognize the cost of performing the work covered by the change orders at the time of incurrence, to the extent the Company is able to resolve the disputes and recognize revenue in a future period, that revenue will have a 100% gross margin associated with it in that future period. As of March 31, 2017, the Company has deferred recognizing revenue on $22.9 million of unsigned, disputed change orders. The amount which the Company will ultimately be able to recognize in revenue is not reasonably estimable at this point in time and the amount recognized, if any, could be substantially less than the amount of the unsigned, disputed change orders. Warranty: Estimated costs related to product warranty are accrued using the specific identification method. Estimated costs related to service warranty are accrued as revenue is recognized and included in the cost of revenue. Estimated costs are based upon past warranty claims, sales history, the applicable contract terms and the remaining warranty periods. Warranty terms vary by contract but generally provide for a term of four years or less. The Company manages its exposure to warranty claims by having its field service and quality assurance personnel regularly monitor projects and maintain ongoing and regular communications with the customer. A reconciliation of the changes to the Company’s warranty reserve during the three month period ended March 31, 2017 is as follows: March 31, (in thousands) 2017 Balance at the beginning of the period $ 5,806 Provision for the period 572 Settlements made (in cash or in kind) for the period (608) Other adjustments (359) Balance at the end of the period $ 5,411 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 3 Months Ended |
Mar. 31, 2017 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION PLANS | NOTE 10—STOCK-BASED COMPENSATION PLANS During the first quarters of 2017 and 2016, no awards were granted under the Company’s stock-based compensation plans. The stock-based compensation expense for the three months ended March 31, 2017 and 2016 was $1.0 million and $0.8 million, respectively, and was included in general and administrative expenses on the Company’s condensed consolidated statement of operations. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | NOTE 11—SEGMENT INFORMATION The Company’s operating segments engage in business activities from which they may earn revenues and incur expenses and for which discrete information is available. Operating results for the operating segments are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segments and to assess performance. Operating segments are aggregated for reporting purposes when the operating segments are identified as similar in accordance with the basic principles and aggregation criteria in the accounting standards. The Company’s reporting segments are based primarily on product lines. The reporting segments have different lines of management responsibility as each business requires different marketing strategies and management expertise. As of March 31, 2017, the Company structured its business into the following three reporting segments: Services, Electrical Solutions and Mechanical Solutions. See “Item 1. Business” in the Company’s 2016 Form 10-K for more information about the reporting segments, including types of products and services from which each reporting segment derives its revenue. Corporate includes expenses related to the Company’s corporate headquarters and interest expense related to its long-term debt. The Company uses operating income (loss) to compare and evaluate the financial performance of its reporting segments. The accounting policies for the Company’s reporting segments are the same as those described in “Note 3—Summary of Significant Accounting Policies” of the audited consolidated financial statements included in the Company’s 2016 Form 10-K. The following tables present certain financial information by reportable segment: Three Months Ended March 31, External Revenue (in thousands) 2017 2016 Services $ 41,232 $ 68,729 Electrical Solutions 13,547 17,637 Mechanical Solutions 16,678 36,356 Total external revenue $ 71,457 $ 122,722 For each of the three months ended March 31, 2017 and 2016, the Company had no inter-segment revenue. Three Months Ended March 31, Depreciation and Amortization( 1) (in thousands) 2017 2016 Services $ 119 $ 805 Electrical Solutions 927 1,056 Mechanical Solutions 345 711 Corporate 216 262 Total depreciation and amortization $ 1,607 $ 2,834 (1) Depreciation and amortization for the three months ended March 31, 2017 and 2016 included in cost of revenue was $0.3 million and $0.6 million, respectively. A reconciliation of total segment operating income (loss) to loss before income tax is as follows: Three Months Ended March 31, Operating Income (Loss) (in thousands) 2017 2016 Services $ (9,206) $ 3,551 Electrical Solutions (4,024) (2,716) Mechanical Solutions (235) 1,474 Corporate (6,779) (8,264) Operating (loss) income (20,244) (5,955) Interest expense, net 1,708 2,660 Foreign currency (gain) loss 156 308 Other (income) expense, net (1) (5) Loss before income tax $ (22,107) $ (8,918) A reconciliation of segment assets to total assets is as follows: March 31, December 31, Assets (in thousands) 2017 2016 Services $ 88,506 $ 111,792 Electrical Solutions 36,072 38,435 Mechanical Solutions 62,196 67,360 Corporate 16,737 15,255 Total assets $ 203,511 $ 232,842 Total assets in the Services segment as of March 31, 2017 and December 31, 2016 included amounts related to subcontracts with Westinghouse Electric Company, LLC (“Westinghouse”) for two nuclear power plant projects. On March 29, 2017, Westinghouse filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court, Southern District of New York. As of March 31, 2017, the Company was due $8.7 million for pre-petition services rendered to Westinghouse on the two projects. In November 2017, pursuant to agreements with the owners of both projects, the Company received a partial payment of $6.4 million for pre-petition services. Based on the Company’s evaluation of available information, it expects the remaining amount outstanding for pre-petition services of $2.3 million to be recoverable. The Company has filed mechanic’s liens in Georgia against the property of the owners of the project for the remainder of the amount due for pre-petition services rendered to Westinghouse. On July 31, 2017, one of the projects was cancelled by the owner of the project, and the Company demobilized from the site. The Company continues to provide services to the remaining project site at the request of the owner of the project. The amounts for post-petition services have been billed to the owners of the projects and, to the extent not already collected, are expected to be recoverable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
SUBSEQUENT EVENTS. | |
SUBSEQUENT EVENTS | NOTE 12—SUBSEQUENT EVENTS In November 2017, the Company received a payment of $6.4 million for amounts due from Westinghouse. See “Note 11—Segment Information” for additional information. In October 2017, the Company sold substantially all of the operating assets and liabilities of its Mechanical Solutions segment for approximately $43.3 million in cash, subject to certain customary working capital adjustments. Approximately $0.2 million was withheld and placed in escrow to satisfy certain indemnification obligations. The full amount is eligible for release after one year. The Company used $34.0 million of the net proceeds to repay debt under the Centre Lane Facility. The remaining proceeds were used for general working capital requirements. In addition, on October 31, 2017, the Company completed the sale of its manufacturing facility in Mexico and auctioned the remaining production equipment and other assets for net proceeds of $3.6 million. Net proceeds of $1.9 million from the sale of the facility and equipment were used to reduce debt, and the remainder was used to fund working capital requirements. The facility was included in the Company’s Mechanical Solutions reporting segment. As a result of these disposals, the Mechanical Solutions segment will be accounted for as a discontinued operation as of September 30, 2017. In June 2017, funds affiliated with Centre Lane purchased and assumed the outstanding debt from the Company’s then-existing lenders under the Revolving Credit Facility. The Company then replaced the Revolving Credit Facility with the Initial Centre Lane Facility. In August 2017, the Company and Centre Lane entered into the Centre Lane Amendment, which provided the Company with further funds in the form of the First-Out Loan, which matures in September 2018. The Centre Lane Facility replaced the Revolving Credit Facility. See “Note 7—Debt” for further discussion. Subsequent to March 31, 2017, the Company had four employees covered under its executive severance plan or employment agreements who ceased their employment with the Company. Therefore, the Company recognized approximately $1.8 million in severance, which is to be paid out over the terms of the agreements, ranging from 12 to 18 months. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
BASIS OF PRESENTATION | |
Reporting periods and applicable reports | Reporting Interim Period Fiscal Interim Period 2017 2016 Three Months Ended March 31 January 1, 2017 to April 2, 2017 January 1, 2016 to April 3, 2016 Three Months Ended June 30 April 3, 2017 to July 2, 2017 April 4, 2016 to July 3, 2016 Three Months Ended September 30 July 3, 2017 to October 1, 2017 July 4, 2016 to October 2, 2016 |
ASSETS HELD FOR SALE AND DISP22
ASSETS HELD FOR SALE AND DISPOSITION (Tables) - Hetsco Inc. - Disposed of by sale | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Assets Held for Sale | (in thousands) December 31, 2016 Accounts receivable $ 4,739 Other assets 642 Property and equipment 1,230 Goodwill and other intangible assets 16,221 Assets held for sale $ 22,832 Accounts payable $ 355 Accrued liabilities 796 Liabilities related to assets held for sale $ 1,151 |
Income (loss) before income taxes | Three Months Ended March 31, (in thousands) 2017 2016 Income (loss) before income taxes $ 489 $ (111) |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | Three Months Ended March 31, (in thousands, except per share data) 2017 2016 Net loss $ (21,471) $ (9,785) Basic loss per common share: Weighted average common shares outstanding 17,470,817 17,223,901 Basic loss per common share $ (1.23) $ (0.57) Diluted loss per common share: Weighted average common shares outstanding 17,470,817 17,223,901 Diluted effect: Unvested portion of restricted stock units and awards — — Weighted average diluted common shares outstanding 17,470,817 17,223,901 Diluted loss per common share $ (1.23) $ (0.57) |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | Three Months Ended March 31, 2017 2016 Unvested service-based restricted stock units and awards 32,913 304,856 Unvested performance- and market-based restricted stock units 889,128 39,764 Stock options 122,000 122,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
INCOME TAXES | |
Schedule of effective income tax rate for continuing operations | Three Months Ended March 31, 2017 2016 Effective income tax rate 2.9% (9.7)% |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
DEBT | |
Schedule of prepayment premium | Prepayment Premium as a Percentage of Aggregate Period Outstanding Principal Prepaid June 16, 2017 to June 16, 2018 3% June 17, 2018 to June 16, 2019 2% June 17, 2019 to June 16, 2020 1% After June 16, 2020 0% |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
FINANCIAL INSTRUMENTS | |
Schedule of impact of derivatives on the consolidated balance sheets | Asset Derivatives (in thousands) Balance Sheet Location March 31, 2107 December 31, 2016 Foreign exchange contracts Other current assets $ 238 $ 748 |
Schedule of impact of derivatives on the consolidated statements of operations | Three Months Ended March 31, (in thousands) Location 2017 2016 Foreign exchange contracts designated as hedging instruments Other (income) expense, net $ (53) $ (143) |
Schedule of derivative liabilities measured at fair value | Fair Value Measurements at Reporting Date Using (in thousands) Total Fair Value Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Foreign exchange contracts $ 238 $ — $ 238 $ — Fair Value Measurements at Reporting Date Using (in thousands) Total Fair Value Assets Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Foreign exchange contracts $ 748 $ — $ 748 $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES. | |
Reconciliation of the changes to warranty reserve | March 31, (in thousands) 2017 Balance at the beginning of the period $ 5,806 Provision for the period 572 Settlements made (in cash or in kind) for the period (608) Other adjustments (359) Balance at the end of the period $ 5,411 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
SEGMENT INFORMATION | |
Reconciliation of Revenue from Segments to Consolidated | The following tables present certain financial information by reportable segment: Three Months Ended March 31, External Revenue (in thousands) 2017 2016 Services $ 41,232 $ 68,729 Electrical Solutions 13,547 17,637 Mechanical Solutions 16,678 36,356 Total external revenue $ 71,457 $ 122,722 |
Reconciliation of Depreciation and Amortization to Consolidated | Three Months Ended March 31, Depreciation and Amortization( 1) (in thousands) 2017 2016 Services $ 119 $ 805 Electrical Solutions 927 1,056 Mechanical Solutions 345 711 Corporate 216 262 Total depreciation and amortization $ 1,607 $ 2,834 Depreciation and amortization for the three months ended March 31, 2017 and 2016 included in cost of revenue was $0.3 million and $0.6 million, respectively. |
Reconciliation of Operating Income (Loss) from Segments to Consolidated | A reconciliation of total segment operating income (loss) to loss before income tax is as follows: Three Months Ended March 31, Operating Income (Loss) (in thousands) 2017 2016 Services $ (9,206) $ 3,551 Electrical Solutions (4,024) (2,716) Mechanical Solutions (235) 1,474 Corporate (6,779) (8,264) Operating (loss) income (20,244) (5,955) Interest expense, net 1,708 2,660 Foreign currency (gain) loss 156 308 Other (income) expense, net (1) (5) Loss before income tax $ (22,107) $ (8,918) |
Reconciliation of Assets from Segment to Consolidated | March 31, December 31, Assets (in thousands) 2017 2016 Services $ 88,506 $ 111,792 Electrical Solutions 36,072 38,435 Mechanical Solutions 62,196 67,360 Corporate 16,737 15,255 Total assets $ 203,511 $ 232,842 |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Oct. 11, 2017 | Jun. 16, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Apr. 30, 2017 | Aug. 17, 2017 | Dec. 31, 2013 | Feb. 29, 2012 |
Repatriation of cash from subsidiary | $ 10,000 | ||||||||
Net loss | $ (21,471) | $ (9,785) | |||||||
Cash flow from operations | 6,362 | 472 | |||||||
Proceeds from sale of business, net of restricted cash and transaction costs | 20,206 | ||||||||
Proceeds from sale of property, plant and equipment | 14 | 44 | |||||||
Net remaining proceeds from sale | 8,600 | ||||||||
Repayment of revolving credit facility | 102,647 | 500 | |||||||
Subsequent Event | Mechanical Solutions | |||||||||
Proceeds from sale of business | $ 43,300 | ||||||||
Proceeds from sale of business, net of restricted cash and transaction costs | 40,900 | ||||||||
Subsequent Event | Mechanical Solutions | Mexico | |||||||||
Proceeds from sale of property, plant and equipment | $ 3,600 | ||||||||
Revolving Credit Facility | |||||||||
Maximum borrowing capacity | 45,100 | $ 150,000 | $ 100,000 | ||||||
Repayment of revolving credit facility | $ 102,600 | $ 500 | |||||||
Centre Lane Term Facility | Subsequent Event | |||||||||
Long-term Debt, Gross | $ 45,000 | ||||||||
Term loan, term | 4 years 6 months | ||||||||
Term loan, net proceeds from borrowing | $ 15,300 | ||||||||
Centre Lane Term Facility | Subsequent Event | Mechanical Solutions | |||||||||
Repayments of long-term debt | $ 34,000 | ||||||||
Centre Lane Term Facility | Subsequent Event | Mechanical Solutions | Mexico | |||||||||
Repayments of long-term debt | $ 1,900 | ||||||||
Centre Lane Term Facility | First Out Term Loan | Subsequent Event | |||||||||
Long-term Debt, Gross | $ 10,000 |
RECENT ACCOUNTING PRONOUNCEME30
RECENT ACCOUNTING PRONOUNCEMENTS (Details) - ASU 2016-09 $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Increase in deferred tax assets | $ 2.6 |
Increase in valuation allowance | $ 2.6 |
ASSETS HELD FOR SALE AND DISP31
ASSETS HELD FOR SALE AND DISPOSITION (Details) - USD ($) $ in Thousands | Oct. 11, 2017 | Jan. 13, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Assets and liabilities | |||||
Assets held for sale | $ 22,832 | ||||
Liabilities related to assets held for sale | 1,151 | ||||
Income (loss) before income taxes | |||||
Income (loss) before income taxes | $ (22,107) | $ (8,918) | |||
Repayment of debt | 102,647 | 500 | |||
(Gain) loss on sale of business and net assets held for sale | (239) | ||||
Services | Hetsco Inc. | Disposed of by sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposal group, not discontinued operation, loss (gain) on write-down | 8,300 | ||||
Assets and liabilities | |||||
Accounts receivable | 4,739 | ||||
Other assets | 642 | ||||
Property and equipment | 1,230 | ||||
Goodwill and other intangible assets | 16,221 | ||||
Assets held for sale | 22,832 | ||||
Accounts payable | 355 | ||||
Accrued liabilities | 796 | ||||
Liabilities related to assets held for sale | $ 1,151 | ||||
Income (loss) before income taxes | |||||
Income (loss) before income taxes | 489 | $ (111) | |||
Proceeds from sale of business | $ 23,200 | ||||
Escrow deposit | 1,500 | ||||
Repayment of debt | $ 20,200 | ||||
(Gain) loss on sale of business and net assets held for sale | $ (239) | ||||
Subsequent Event | Mechanical Solutions | |||||
Income (loss) before income taxes | |||||
Proceeds from sale of business | $ 43,300 | ||||
Escrow deposit | $ 200 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock, shares outstanding | 17,565,465 | 17,381,070 | 17,485,941 |
Net (loss) income (basic and diluted): | |||
Net loss | $ (21,471) | $ (9,785) | |
Basic loss per common share: | |||
Weighted Average Common Shares Outstanding | 17,470,817 | 17,223,901 | |
Basic loss per common share (in dollars per share) | $ (1.23) | $ (0.57) | |
Diluted loss per common share: | |||
Weighted Average Common Shares Outstanding | 17,470,817 | 17,223,901 | |
Weighted average diluted common shares outstanding | 17,470,817 | 17,223,901 | |
Diluted loss per common share (in dollars per share) | $ (1.23) | $ (0.57) | |
Restricted Stock | Service vesting | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Unvested restricted stock included in reportable shares | 19,362 | 48,561 |
EARNINGS PER SHARE Antidulitive
EARNINGS PER SHARE Antidulitive (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restricted Stock | Service vesting | ||
Anti-dilutive shares | 32,913 | 304,856 |
Restricted Stock | Performance And Market Vesting | ||
Anti-dilutive shares | 889,128 | 39,764 |
Stock options | ||
Anti-dilutive shares | 122,000 | 122,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Effective income tax rate (as a percent) | 2.90% | (9.70%) | |
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 35.00% | ||
Amount of future financial taxable income needed to realize deferred tax assets | $ 227,600 | $ 176,400 | |
Income tax expense (benefit) | (636) | 867 | |
Liability for unrecognized tax benefits | 4,200 | $ 4,200 | |
Accrued interest and penalties related to uncertain income tax positions | 2,100 | ||
Disposed of by sale | Hetsco Inc. | |||
Deferred tax liabilities, indefinite-lived intangibles | $ 2,200 | ||
Foreign | |||
Increase (decrease) in Income Taxes | $ 800 |
DEBT (Details)
DEBT (Details) | Oct. 31, 2017USD ($) | Oct. 11, 2017USD ($) | Aug. 17, 2017USD ($) | Jun. 16, 2017USD ($)item | Mar. 31, 2017USD ($) | Jun. 13, 2008EUR (€)entity | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2013USD ($) | Feb. 29, 2012USD ($) |
Debt Instrument [Line Items] | |||||||||||
Long-term debt | $ 25,873,000 | $ 25,873,000 | $ 45,341,000 | ||||||||
Proceeds from long-term debt | 83,100,000 | ||||||||||
Repayment of revolving credit facility | 102,647,000 | $ 500,000 | |||||||||
Proceeds from sale of business, net of restricted cash and transaction costs | 20,206,000 | ||||||||||
Proceeds from sale of property, plant and equipment | 14,000 | 44,000 | |||||||||
Amount available under revolving credit facility | 5,800,000 | 5,800,000 | |||||||||
Amortization of deferred financing costs | 35,000 | 59,000 | |||||||||
Unamortized deferred financing fees | 0 | 0 | 100,000 | ||||||||
Mechanical Solutions | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from sale of business, net of restricted cash and transaction costs | $ 40,900,000 | ||||||||||
Mexico | Mechanical Solutions | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from sale of property, plant and equipment | $ 3,600,000 | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 45,100,000 | 45,100,000 | $ 150,000,000 | $ 100,000,000 | |||||||
Long-term debt | 25,873,000 | 25,873,000 | $ 45,341,000 | ||||||||
Line of credit facility, current borrowing capacity | $ 31,600,000 | 31,600,000 | |||||||||
Proceeds from long-term debt | 83,100,000 | 0 | |||||||||
Repayment of revolving credit facility | $ 102,600,000 | $ 500,000 | |||||||||
Weighted-average interest rate on Revolving Credit Facility borrowings | 14.90% | 14.90% | |||||||||
Amount available under revolving credit facility | $ 7,900,000 | $ 7,900,000 | |||||||||
Unused line fee (as a percent) | 0.75% | ||||||||||
Letters of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, current borrowing capacity | $ 13,500,000 | $ 13,500,000 | |||||||||
Interest rate on letters of credit issued under the revolving letter of credit sublimit | 8.50% | 8.50% | |||||||||
Stand-by letters of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding letter of credit | $ 11,400,000 | $ 11,400,000 | |||||||||
ABN AMRO Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | € | € 14,000,000 | ||||||||||
Unused line fee (as a percent) | 0.25% | ||||||||||
Current interest rate (as a percent) | 2.00% | ||||||||||
Frequency of facility fee | quarter | ||||||||||
Number of entities liable under credit facility | entity | 3 | ||||||||||
Threshold percentage of adjusted balance sheet total as tangible net worth | 35.00% | ||||||||||
ABN AMRO credit facility, overdraft facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | € | € 1,000,000 | ||||||||||
Long-term debt | $ 0 | 0 | |||||||||
ABN AMRO credit facility, contingent liability facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | € | € 13,000,000 | ||||||||||
ABN AMRO Standby Letters Of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from long-term debt | 0 | ||||||||||
Outstanding letter of credit | 10,900,000 | 10,900,000 | |||||||||
Surety bonds | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding surety bond | $ 35,000,000 | $ 35,000,000 | |||||||||
Centre Lane Term Facility | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, term | 4 years 6 months | ||||||||||
Term loan, closing date | Jun. 16, 2017 | ||||||||||
Term loan, net Proceeds from borrowing | $ 15,300,000 | ||||||||||
Term loan, Principal | $ 45,000,000 | ||||||||||
Term loan, maturity date | Dec. 16, 2021 | ||||||||||
Term loan, annual administrative fee | $ 25,000 | ||||||||||
Term loan, upfront fee | 7.00% | ||||||||||
Term loan, voting equity interests description | The Company's obligations under the Centre Lane Facility are guaranteed by all of its wholly owned domestic subsidiaries, subject to customary exceptions. The Company's obligations are secured by first priority security interests on substantially all of its assets and those of its wholly owned domestic subsidiaries. This includes 100% of the voting equity interests of the Company's domestic subsidiaries and certain specified foreign subsidiaries and 65% of the voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions. | ||||||||||
Percentage of voting equity interests of domestic subsidiaries and certain specified foreign subsidiaries | 100.00% | ||||||||||
Percentage of voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions | 65.00% | ||||||||||
Prepayment of aggregate principal amount, as percentage of excess cash flow | 100.00% | ||||||||||
Threshold business days | item | 5 | ||||||||||
Threshold consecutive days | 90 days | ||||||||||
Term loan, mandatory prepayment | $ 500,000 | ||||||||||
Term loan, mandatory prepayment term | Subject to certain exceptions, the Company must prepay an aggregate principal amount equal to 100% of its Excess Cash Flow (as defined in the Centre Lane Facility), minus the sum of all voluntary prepayments, within five business days after the date that is 90 days following the end of each fiscal year. The Centre Lane Facility also requires mandatory prepayment of certain amounts in the event the Company or its subsidiaries receive proceeds from certain events and activities, including, among others, asset sales, casualty events, the issuance of indebtedness and equity interests not otherwise permitted under the Centre Lane Facility and the receipt of tax refunds or extraordinary receipts in excess of $500,000, plus, in certain instances, the applicable Prepayment Premium, calculated as set forth above. | ||||||||||
Centre Lane Term Facility | Subsequent Event | Minimum voluntary prepayment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, periodic principal repayment | $ 1,000,000 | ||||||||||
Centre Lane Term Facility | Subsequent Event | Prepayment on January 1, 2018 unless we elect to increase PIK to 15% | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, expected prepayment on January 1, 2018 | 25,000,000 | ||||||||||
Centre Lane Term Facility | Mechanical Solutions | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 34,000,000 | ||||||||||
Centre Lane Term Facility | Mexico | Mechanical Solutions | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 1,900,000 | ||||||||||
Centre Lane Term Facility | Majority Shareholder [Member] | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, Proceeds from related party debt | $ 6,000,000 | ||||||||||
Centre Lane Term Facility | First Out Term Loan | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, Principal | $ 10,000,000 | ||||||||||
Term loan, maturity date | Sep. 30, 2018 | ||||||||||
Upfront fee (as a percent) | 7.00% | ||||||||||
Term loan, exit fee | 7.00% | ||||||||||
Centre Lane Term Facility | Payment In Cash | LIBOR-based loans | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, interest rate over LIBOR | 9.00% | ||||||||||
Centre Lane Term Facility | Payment In Kind PIK | LIBOR-based loans | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, interest rate over LIBOR | 10.00% | ||||||||||
Centre Lane Term Facility | Payment In Kind PIK | LIBOR-based loans | Subsequent Event | PIK interest rate unless we elect to make $25.0 million principal prepayment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, interest rate over LIBOR | 15.00% | ||||||||||
Centre Lane Term Facility | Upfront Fee Payment In Kind PIK | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan, interest rate over LIBOR | 19.00% | ||||||||||
June 16, 2017 to June 16, 2018 | Centre Lane Term Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment premium, percentage | 3.00% | ||||||||||
June 17, 2018 to June 16, 2019 | Centre Lane Term Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment premium, percentage | 2.00% | ||||||||||
June 17, 2019 to June 16, 2020 | Centre Lane Term Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment premium, percentage | 1.00% | ||||||||||
After June 16, 2020 | Centre Lane Term Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment premium, percentage | 0.00% |
FINANCIAL INSTRUMENTS (Details)
FINANCIAL INSTRUMENTS (Details) - Foreign Exchange Contract $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017USD ($)contract | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)contract | |
Derivative Asset | |||
Fair value assets | $ 238 | $ 748 | |
Level 2 | |||
Derivative Asset | |||
Fair value assets | $ 238 | $ 748 | |
Derivatives designated as hedging instruments | |||
Financial instruments | |||
Number of contracts outstanding | contract | 3 | 7 | |
Total notional amount | $ 5,000 | $ 10,000 | |
Derivatives designated as hedging instruments | Other (income) expense, (net) | |||
Derivative, Gain (Loss) on Derivative, Net [Abstract] | |||
Amount of Loss Recognized in Income on Derivative | (53) | $ (143) | |
Derivatives designated as hedging instruments | Other current assets | |||
Derivative Asset | |||
Fair value assets | 238 | 748 | |
Derivatives not designated as hedging instruments | |||
Derivative Asset | |||
Fair value assets | 0 | 0 | |
Derivative Liability | |||
Fair value liability | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES37
COMMITMENTS AND CONTINGENCIES (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 44 Months Ended |
Mar. 31, 2017 | Dec. 31, 2014 | May 06, 2015 | |
Minimum monetary damages | $ 200,000 | ||
Unsigned disputed change orders | $ 22,900 | ||
Warranty | |||
Maximum product warranty term | 4 years | ||
Reconciliation of the changes to warranty reserve | |||
Balance at the beginning of the period | $ 5,806 | ||
Provision for the period | 572 | ||
Settlements made (in cash or in kind) for the period | (608) | ||
Adjustments | (359) | ||
Balance at the end of the period | $ 5,411 | ||
Liquidated damages | |||
Loss contingency, liability as percentage of contract value | 20.00% | ||
Liquidated damages | Minimum | |||
Loss contingency, maximum liability | $ 4,900 | ||
Liquidated damages incurred | $ 1,700 | ||
Liquidated damages | Maximum | |||
Loss contingency, maximum liability | $ 31,300 | $ 33,000 |
STOCK-BASED COMPENSATION Expens
STOCK-BASED COMPENSATION Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | 0 |
General and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1 | $ 0.8 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | |
Segment reporting disclosures | ||
Number of reportable segments | segment | 3 | |
Total revenue | $ 71,457 | $ 122,722 |
Depreciation and amortization | 1,607 | 2,834 |
Depreciation and amortization included in cost of sales | 300 | 600 |
Operating (loss) income: | (20,244) | (5,955) |
Interest expense, net | 1,708 | 2,660 |
Foreign currency (gain) loss | 156 | 308 |
Other (income) expense, net | (1) | (5) |
Loss before income tax | (22,107) | (8,918) |
Services | ||
Segment reporting disclosures | ||
Services revenue | 41,232 | 68,729 |
Electrical Solutions | ||
Segment reporting disclosures | ||
Revenues | 13,547 | 17,637 |
Mechanical Solutions | ||
Segment reporting disclosures | ||
Revenues | 16,678 | 36,356 |
Non-allocated corp HQ | ||
Segment reporting disclosures | ||
Depreciation and amortization | 216 | 262 |
Operating (loss) income: | (6,779) | (8,264) |
Operating segments | Services | ||
Segment reporting disclosures | ||
Services revenue | 41,232 | 68,729 |
Depreciation and amortization | 119 | 805 |
Operating (loss) income: | (9,206) | 3,551 |
Operating segments | Electrical Solutions | ||
Segment reporting disclosures | ||
Revenues | 13,547 | 17,637 |
Depreciation and amortization | 927 | 1,056 |
Operating (loss) income: | (4,024) | (2,716) |
Operating segments | Mechanical Solutions | ||
Segment reporting disclosures | ||
Revenues | 16,678 | 36,356 |
Depreciation and amortization | 345 | 711 |
Operating (loss) income: | (235) | 1,474 |
Intersegment Revenue Eliminations | ||
Segment reporting disclosures | ||
Total revenue | $ 0 | $ 0 |
SEGMENT INFORMATION Reconciliat
SEGMENT INFORMATION Reconciliation of assets (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Nov. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Segment reporting disclosures | |||
Total assets | $ 203,511 | $ 232,842 | |
Services | |||
Segment reporting disclosures | |||
Total assets | 88,506 | 111,792 | |
Services | Westinghouse | |||
Segment reporting disclosures | |||
Accounts receivable | $ 2,300 | 8,700 | |
Electrical Solutions | |||
Segment reporting disclosures | |||
Total assets | 36,072 | 38,435 | |
Mechanical Solutions | |||
Segment reporting disclosures | |||
Total assets | 62,196 | 67,360 | |
Non-allocated corp HQ | |||
Segment reporting disclosures | |||
Total assets | $ 16,737 | $ 15,255 | |
Subsequent Event | Services | Westinghouse | |||
Segment reporting disclosures | |||
Cash payment received | $ 6,400 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | Oct. 31, 2017USD ($) | Oct. 11, 2017USD ($) | Apr. 01, 2017USD ($)employee | Jan. 13, 2017USD ($) | Nov. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Subsequent events | |||||||
Proceeds from sale of property, plant and equipment | $ 14 | $ 44 | |||||
Hetsco Inc. | Services | Disposed of by sale | |||||||
Subsequent events | |||||||
Proceed from sale of subsidiary | $ 23,200 | ||||||
Escrow deposit | $ 1,500 | ||||||
Subsequent Event | |||||||
Subsequent events | |||||||
Number of employees covered by agreements who have ceased employment | employee | 4 | ||||||
Severance | $ 1,800 | ||||||
Subsequent Event | Mechanical Solutions | |||||||
Subsequent events | |||||||
Proceed from sale of subsidiary | $ 43,300 | ||||||
Escrow deposit | $ 200 | ||||||
Period of release of amount held in escrow | 1 year | ||||||
Subsequent Event | Minimum | |||||||
Subsequent events | |||||||
Payout term | 12 months | ||||||
Subsequent Event | Maximum | |||||||
Subsequent events | |||||||
Payout term | 18 months | ||||||
Mexico | Subsequent Event | Mechanical Solutions | |||||||
Subsequent events | |||||||
Proceeds from sale of property, plant and equipment | $ 3,600 | ||||||
Centre Lane Term Facility | Subsequent Event | Mechanical Solutions | |||||||
Subsequent events | |||||||
Repayments of long-term debt | $ 34,000 | ||||||
Centre Lane Term Facility | Mexico | Subsequent Event | Mechanical Solutions | |||||||
Subsequent events | |||||||
Repayments of long-term debt | $ 1,900 | ||||||
Westinghouse | Subsequent Event | Services | |||||||
Subsequent events | |||||||
Cash payment received | $ 6,400 |