Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 09, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | GLOBAL POWER EQUIPMENT GROUP INC. | ||
Entity Central Index Key | 1,136,294 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 38,189,730 | ||
Entity Common Stock, Shares Outstanding | 18,093,924 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,594 | $ 2,805 |
Restricted cash | 11,562 | 8,765 |
Accounts receivable, net of allowance of $1,568 and $1,008, respectively | 26,060 | 22,005 |
Costs and estimated earnings in excess of billings | 11,487 | 18,068 |
Other current assets | 4,006 | 4,720 |
Total current assets | 85,631 | 158,242 |
Property, plant and equipment, net | 1,712 | 3,059 |
Goodwill | 35,400 | 35,400 |
Intangible assets, net | 12,500 | 12,500 |
Other long-term assets | 573 | 463 |
Total assets | 135,816 | 233,535 |
Current liabilities: | ||
Accounts payable | 5,080 | 9,638 |
Accrued compensation and benefits | 7,481 | 7,481 |
Billings in excess of costs and estimated earnings | 7,049 | 5,743 |
Other current liabilities | 5,552 | 12,137 |
Total current liabilities | 53,964 | 77,342 |
Long-term debt, net | 24,304 | 45,341 |
Deferred tax liabilities | 9,921 | 16,191 |
Other long-term liabilities | 2,390 | 1,830 |
Total liabilities | 93,689 | 146,401 |
Commitments and contingencies (Note 10 and 14) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 19,360,026 and 18,855,409 shares issued, respectively, and 17,946,386 and 17,485,941 shares outstanding, respectively | 193 | 188 |
Paid-in capital | 78,910 | 76,708 |
Accumulated other comprehensive loss | (9,513) | |
Retained earnings (deficit) | (36,962) | 19,764 |
Treasury stock, at par (1,413,640 and 1,369,468 common shares, respectively) | (14) | (13) |
Total stockholders' equity | 42,127 | 87,134 |
Total liabilities and stockholders' equity | 135,816 | 233,535 |
Discontinued operations, held-for-sale or disposed of by sale | ||
Current assets: | ||
Current assets of discontinued operations | 27,922 | 79,047 |
Long-term assets of discontinued operations | 23,871 | |
Current liabilities: | ||
Current liabilities of discontinued operations | 28,802 | 41,192 |
Long-term liabilities of discontinued operations | $ 3,110 | 5,697 |
Disposed of by sale | Hetsco Inc. | ||
Current assets: | ||
Current assets of discontinued operations | 22,832 | |
Current liabilities: | ||
Current liabilities of discontinued operations | $ 1,151 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable allowance for doubtful accounts | $ 1,568 | $ 1,008 |
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 | 19,360,026 | 18,855,409 |
Common stock, shares outstanding | 17,946,386 | 17,485,941 |
Treasury stock at par | 1,413,640 | 1,369,468 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
Revenue | $ 186,982 | $ 231,007 |
Cost of revenue | ||
Cost of revenue | 169,056 | 199,775 |
Gross profit | 17,926 | 31,232 |
Operating expenses | ||
Selling and marketing expenses | 2,313 | 2,901 |
General and administrative expenses | 35,984 | 43,424 |
Depreciation and amortization expense | 1,673 | 2,871 |
Total operating expenses | 39,970 | 49,196 |
Operating loss | (22,044) | (17,964) |
Other expense (income) | ||
Interest expense, net | 14,626 | 8,318 |
(Gain) loss on sale of business and net assets held for sale | 239 | (8,255) |
Loss on sale-leasebacks, net | 1,238 | |
Other (income) expense, net | (45) | (343) |
Total other (income) expenses, net | 14,342 | 17,468 |
Loss from continuing operations before income tax expense | (36,386) | (35,432) |
Income tax expense (benefit) | (6,367) | 1,407 |
Loss from continuing operations | (30,019) | (36,839) |
Discontinued operations: | ||
Loss from discontinued operations | (25,318) | (6,479) |
Income tax expense (benefit) | 1,186 | 295 |
Loss from discontinued operations | (26,504) | (6,774) |
Net loss | $ (56,523) | $ (43,613) |
Basic earnings (loss) per common share | ||
Loss from continuing operations | $ (1.70) | $ (2.12) |
Loss from discontinued operations | (1.50) | (0.38) |
Basic earnings (loss) per common share | (3.20) | (2.50) |
Diluted earnings (loss) per common share | ||
Loss from continuing operations | (1.70) | (2.12) |
Loss from discontinued operations | (1.50) | (0.38) |
Diluted earnings (loss) per common share | $ (3.20) | $ (2.50) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||
Net loss | $ (56,523) | $ (43,613) |
Foreign currency translation adjustment | 2,891 | (1,895) |
Reclassification of translation (gain) loss related to sale of foreign subsidiaries | 6,622 | |
Comprehensive loss | $ (47,010) | $ (45,508) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Shares $0.01 Per Share | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (deficit) | Treasury Shares | Total |
Balance, Beginning at Dec. 31, 2015 | $ 186 | $ 74,841 | $ (7,618) | $ 63,371 | $ (13) | $ 130,767 |
Balance, Beginning (in shares) at Dec. 31, 2015 | 18,571,411 | (1,310,135) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | $ 2 | (2) | ||||
Issuance of restricted stock units (in shares) | 283,998 | |||||
Tax withholding on restricted stock units | (267) | (267) | ||||
Tax withholding on restricted stock units(in shares) | (59,333) | |||||
Share-based compensation | 2,136 | 2,136 | ||||
Dividend equivalent | 6 | 6 | ||||
Net loss | (43,613) | (43,613) | ||||
Foreign currency translation adjustment | (1,895) | (1,895) | ||||
Balance, Ending at Dec. 31, 2016 | $ 188 | 76,708 | (9,513) | 19,764 | $ (13) | $ 87,134 |
Balance, Ending (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 | $ 5 | (5) | ||||
Issuance of restricted stock units (in shares) | 504,617 | |||||
Tax withholding on restricted stock units | (496) | $ (1) | $ (497) | |||
Tax withholding on restricted stock units(in shares) | (44,172) | |||||
Share-based compensation | 2,509 | 2,509 | ||||
Dividends | (9) | (9) | ||||
Net loss | (56,523) | (56,523) | ||||
Foreign currency translation adjustment | 2,891 | 2,891 | ||||
Reclassification of translation (gain) loss related to sale of foreign subsidiaries | $ 6,622 | 6,622 | ||||
Balance, Ending at Dec. 31, 2017 | $ 193 | 78,910 | (36,962) | $ (14) | $ 42,127 | |
Balance, Ending (in shares) at Dec. 31, 2017 | 19,360,026 | (1,413,640) | 19,360,026 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Adoption of ASU 2016-09 (Note 3) | ASU 2016-09 | $ 194 | $ (194) | $ 194 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | ||
Net loss | $ (56,523) | $ (43,613) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Net loss from discontinued operations | 26,504 | 6,774 |
Deferred income tax provision (benefit) | (6,270) | 1,071 |
Depreciation and amortization on plant, property and equipment and intangible assets | 1,673 | 2,871 |
Amortization of deferred financing costs | 5,624 | 231 |
Loss on disposals of property, plant and equipment | 28 | 1,076 |
Gain (Loss) on sale of business | (239) | 8,255 |
Bad debt expense | 560 | 325 |
Stock-based compensation | 2,716 | 1,665 |
Paid-in-kind interest | 2,767 | |
Changes in operating assets and liabilities, net of businesses acquired and sold: | ||
Accounts receivable | (5,414) | 9,438 |
Costs and estimated earnings in excess of billings | 7,061 | (12,707) |
Other current assets | 4,681 | (2,254) |
Other assets | 387 | (1,783) |
Accounts payable | (4,595) | 2,193 |
Accrued and other liabilities | (9,437) | 4,947 |
Billings in excess of costs and estimated earnings | 1,306 | 3,257 |
Net cash provided by (used in) operating activities, continuing operations | (29,171) | (18,254) |
Net cash provided by (used in) operating activities, discontinued operations | (1,739) | 14,631 |
Net cash provided by (used in) operating activities | (30,910) | (3,623) |
Investing activities: | ||
Proceeds from sale of business, net of restricted cash and transaction costs | 20,206 | |
Net transfers of restricted cash | 489 | (8,444) |
Proceeds from sale-leaseback | 2,871 | |
Proceeds from sale of property, plant and equipment | 2 | |
Purchase of property, plant and equipment | (112) | (382) |
Net cash provided by (used in ) investing activities, continuing operations | 20,585 | (5,955) |
Net cash provided by (used in ) investing activities, discontinued operations | 44,500 | 15,464 |
Net cash provided by (used in) investing activities | 65,085 | 9,509 |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (496) | (267) |
Debt issuance costs | (1,840) | (177) |
Dividends paid | (9) | |
Proceeds from long-term debt | 171,599 | 116,418 |
Payments of long-term debt | (202,353) | (141,076) |
Net cash provided by (used in) financing activities, continuing operations | (33,099) | (25,102) |
Net cash provided by (used in) financing activities | (33,099) | (25,102) |
Effect of exchange rate change on cash, discontinued operations | 713 | (218) |
Effect of exchange rate change on cash | 713 | (218) |
Net change in cash and cash equivalents | 1,789 | (19,434) |
Cash and cash equivalents, beginning of year | 2,805 | 22,239 |
Cash and cash equivalents, end of year | 4,594 | 2,805 |
Supplemental Disclosures: | ||
Cash paid for interest | 5,559 | 6,242 |
Cash paid for income taxes, net of refunds | 1,806 | $ 1,612 |
Noncash repayment of revolving credit facility | (36,224) | |
Noncash upfront fee related to senior secured term loan facility | $ 4,550 |
BUSINESS AND ORGAINZATION
BUSINESS AND ORGAINZATION | 12 Months Ended |
Dec. 31, 2017 | |
BASIS OF PRESENTATION | |
BUSINESS AND ORGANIZATION | NOTE 1— Global Power Equipment Group Inc. and its wholly owned subsidiaries (“Global Power,” “we,” “us,” “our,” or “the Company”) are comprehensive providers of maintenance and modification services for customers in the power generation and process and industrial markets. The Company provides on-site specialty maintenance, modification and construction services, outage management, facility upgrade services, specialty maintenance and other industrial services for nuclear plants and a wide range of utility and industrial customers in the fossil fuel, industrial gas, natural gas and petrochemical industries, as well as other industrial operations. The Company’s corporate headquarters are located in Irving, Texas. 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 | 12 Months Ended |
Dec. 31, 2017 | |
LIQUIDITY | |
LIQUIDITY | NOTE 2—LIQUIDITY The Company’s 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 twelve month period following the issuance of this Form 10-K. 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. Management has assessed the Company’s financial condition and has concluded that the following factors, taken in the aggregate, raise substantial doubt regarding the Company’s ability to continue as a going concern for the twelve month period following the issuance of this Form 10-K: · For the past several years, the Company has incurred both net losses and negative cash flows from operations. · For the year ended December 31, 2017, the Company had a net loss (including discontinued operations) of $56.5 million and negative cash flows from operations (including discontinued operations) of $30.9 million. · As of December 31, 2017, Electrical Solutions was classified as held-for-sale and presented as a discontinued operation. However, the Company continues to incur operating losses at its Electrical Solutions Houston facility. · The Company’s liquidity has been, and is currently projected to remain, very constrained. The Company’s lack of access to readily available capital resources and unexpected delays in collecting projected cash receipts could create significant liquidity problems. · Under the Centre Lane Facility, tax refunds and/or any extraordinary receipts in excess of $0.5 million in the aggregate in any fiscal year, with the exception of the $3.7 million of extraordinary receipts waived in the Fourth Amendment, must be used to prepay amounts outstanding under the Centre Lane Facility. Management’s mitigation plans, which it believes alleviates the factors that caused the substantial doubt, include the following: · In April 2018, as part of the Fourth Amendment to the Centre Lane Facility, the Company negotiated a $3.0 million Incremental Loan Commitment the Company can draw upon in minimum increments of $1.0 million. This Loan Commitment can provide emergency funding to the Company in the event of a cash shortfall. · The Company is aggressively pursuing the sale of Electrical Solutions. Additionally, the Company has initiated the closure of a certain leased facility to streamline its operations in an effort to curtail further losses and negative cash flows. · With the more streamlined company structure resulting from the completed disposal of Mechanical Solutions and the anticipated disposal of Electrical Solutions, the Company expects to significantly reduce the corporate headquarters costs, including headcount, in 2018. While management believes its mitigation plans alleviate the substantial doubt regarding the Company’s ability to continue as a going concern during the ensuing twelve month period, the Company may not ultimately be able to successfully implement these plans and investors could lose the full value of their investment in the Company’s common stock if bankruptcy protection in ultimately sought. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Joint Ventures: The consolidated financial statements include the accounts of Global Power Equipment Group, Inc. and its wholly owned subsidiaries. At times, the Company may form joint ventures with unrelated third parties for the execution of a project. For investments in joint ventures not requiring full consolidation, the Company uses the equity method of accounting. The Company does not have any investment in a joint venture in which it is considered to be the primary beneficiary where full consolidation is required. In 2017, the Company formed a limited liability company (“LLC”) with an unrelated third party for the execution of a nuclear plant construction project. The Company has a 25 percent participation interest in this LLC, with distribution of expected gains and losses being proportionate to its participation interest. Although the LLC holds the construction contract with the client, the services required by the contract are performed by the either the LLC, the Company or the other member of the LLC, or by other subcontractors under subcontracting agreements with the LLC. The Company accounts for its investment in this LLC using the equity method. The Company’s investment in this LLC was $0.2 million as of December 31, 2017 and was included in other long-term assets on the consolidated balance sheet. Accounts receivable related to work performed for the Company’s unconsolidated investment in the LLC, included in accounts receivable, net, on the consolidated balance sheet, was $2.2 million as of December 31, 2017. All intercompany accounts and transactions have been eliminated in consolidation. Due the classification of Mechanical Solutions and Electrical Solutions as discontinued operations, certain amounts in 2016 have been reclassified to conform to the 2017 presentation. Discontinued Operations: During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment. Additionally, during the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment, which the Company completed in the fourth quarter of 2017. These decisions were made in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit these segments met the definition of a discontinued operation. As a result, these segments, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, have been presented as discontinued operations for all periods presented. Unless otherwise specified, the financial information presented in the accompanying financial statements and following notes relates to the Company’s continuing operations; it excludes any results of its discontinued operations. Please refer to “Note 4—Changes in Business” for financial information on the Company’s discontinued operations. Segment and Geographic Information : The Company determines its reportable segments in accordance with ASC 280—Segment Reporting. The Company’s operating segments engage in business activities from which it 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 segment 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. Prior to the Company’s decision to exit and sell its Mechanical Solutions and Electrical Solutions segments, the Company had three reportable segments: Services, Electrical Solutions and Mechanical Solutions. 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 its financial performance. All of the Company’s revenue for the year ended December 31, 2017 was earned in the U.S. and 96.5% of the Company’s revenue was earned in the U.S. for the year ended December 31, 2016. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could vary materially from those estimates. Revenue Recognition: The Company enters into a variety of contract structures including cost plus reimbursements, time and material contracts and fixed‑price contracts. The determination of the contract structure is based on the scope of work, complexity and project length, and customer preference of contract terms. Cost-plus and time and material contracts represent the majority of the Company’s contracts. For these contract types, the Company recognizes revenue when services are performed based on an agreed‑upon price for the completed services or based upon the hours incurred and agreed‑upon hourly rates. Some of the Company’s contracts include provisions that adjust contract revenue for safety, schedule or other performance measures. Revenue on fixed-price contracts is recognized under the percentage‑of‑completion method based on cost‑to‑cost input measures. Estimated losses on uncompleted contracts are recognized in the earliest open period in which they first become known. Pre‑contract costs are expensed as incurred. The percentage‑of‑completion method generally results in the recognition of reasonably consistent profit margins over the life of a contract because management has the ability to produce reasonably dependable estimates of contract billings and contract costs. The Company uses the level of profit margin that is most likely to occur on a contract. If the most likely profit margin cannot be precisely determined, the lowest probable level of profit in the range of estimates is used until the results can be estimated more precisely. The Company’s estimate of the total contract costs to be incurred at any particular time has a significant impact on the revenue recognized for the respective period. Changes in job performance, job conditions, estimated profitability, final contract settlements and resolution of claims may result in revisions to contract revenue and cost, and the effects of such revisions are recognized in the period that the revisions are determined. Under percentage‑of‑completion accounting, management must also make key judgments in areas such as the progress towards completion, estimates of project revenue, costs and margin, estimates of total and remaining project hours and any liquidated damage assessments. Any deviations from estimates could have a significant positive or negative impact on the Company’s results of operations. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. The Company determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. The Company treats items as a cost of contract performance in the period incurred and defers revenue on unapproved change orders until customer approval is obtained. Please refer to “Note 14—Commitments and Contingencies” for additional information on unapproved change orders. Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and on deposit with initial maturities of three months or less. As of December 31, 2017, the operating cash balance of $4.6 million was held in U.S. bank accounts. Restricted Cash: Restricted cash as of December 31, 2017 consisted of $9.7 million that served as collateral for letters of credit and company credit card obligations and $1.9 million held in escrow for certain indemnities as claims. As of December 31, 2016, restricted cash consisted of $8.1 million that served as collateral for letters of credit and credit card obligations and $0.7 million held in escrow for certain indemnities and claims. Accounts Receivable: Accounts receivable is reported net of allowance for doubtful accounts and discounts. The allowance is based on numerous factors including but not limited to (i) current market conditions, (ii) review of specific customer economics and (iii) other estimates based on the judgment of management. Account balances are charged off against the allowance after all reasonable means of collection have been pursued and the potential for recovery is considered remote. The Company does not generally charge interest on outstanding amounts. Accounts receivable as of December 31, 2017 and 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. 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. As of December 31, 2017, the Company had a $0.2 million reserve against its receivable from Westinghouse, resulting in a net outstanding balance of $2.1 million for pre-petition services. 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 or reserved, are expected to be recoverable. Property, Plant and Equipment: Property, plant and equipment are stated at historical cost, less accumulated depreciation. For financial reporting purposes, depreciation is calculated using the straight‑line method over the estimated useful life of the asset. Costs of significant additions, renewals and betterments are capitalized. Maintenance and repairs are expensed when incurred. When an asset is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss on disposition is reflected in general and administrative expenses in the consolidated statements of operations. Depreciation expense related to capital equipment used in production is included in cost of revenue. Long‑Lived Assets: Long‑lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If circumstances require a long‑lived asset held for use to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the asset exceeds expected future cash flows, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations. Assets held for sale are reported at the lower of their carrying value, less estimated costs to sell. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. The Company groups long‑lived assets by legal entity for purposes of recognition and measurement of an impairment loss as this is the lowest level for which cash flows are independent. Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis, as of October 1, and when events or changes in circumstances indicate the fair value of a reporting unit with goodwill and/or indefinite-lived intangible assets has been reduced below the carrying value of the net assets of the reporting unit in accordance with ASC 350–Intangibles–Goodwill and Other. The Company’s indefinite-lived intangible assets consist of trade names used in its businesses. The Company’s testing of goodwill for potential impairment involves the comparison of a reporting unit’s carrying value to its estimated fair value, which is determined using the income approache. Similarly, the testing of the Company’s trade names for potential impairment involves the comparison of the carrying value for each trade name to its estimated fair value, which is determined using the relief from royalty method. If the carrying value of goodwill or the trade names is deemed to be unrecoverable, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations in the period in which the impairment is determined. Cost of Revenue: Cost of revenue primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs and internal transfer costs. Warranty Costs: Estimated costs related to warranties are accrued using the specific identification method. 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 two 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 its customers. Historically, warranty claims have not resulted in material costs incurred, and any estimated cost for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts. Insurance. The Company self‑insures a portion of its risk for health benefits and workers’ compensation. The Company maintains insurance coverage for other business risks including general liability insurance. The Company accrues for incurred but not reported claims by utilizing lag studies. Shipping and Handling Costs: The Company accounts for shipping and handling costs in accordance with Accounting Standards Codification (“ASC”) 605‑45 — Principal Agent Considerations. Amounts billed to customers in sale transactions related to shipping and handling costs are recorded as revenue. Shipping and handling costs incurred are included in cost of revenue in the consolidated statements of operations. Advertising Costs: The Company accounts for advertising costs in accordance with ASC 720‑35—Advertising Costs. Generally, advertising costs are immaterial and are expensed as incurred and are included in selling and marketing expense in the consolidated statements of operations. Stock‑Based Compensation Expense: The Company measures and recognizes stock‑based compensation expense based on the estimated fair value of the stock award on the date of grant. Vesting of stock awards is based on certain service, performance and market conditions or service only conditions over a one to four year period. For all awards with graded vesting, other than awards with performance‑based vesting conditions, the Company records compensation expense for the entire award on a straight‑line basis over the requisite service period. For graded‑vesting awards with performance‑based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once performance criteria are set. For market-based awards that cliff vest, total compensation expense is recorded on a straight-line basis over the requisite performance period. The Company recognizes stock‑based compensation expense related to performance-based and market-based awards based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. Stock‑based compensation expense is primarily included in general and administrative expenses in the consolidated statements of operations. Income Taxes: The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those differences are expected to be recovered or settled. Under ASC 740—Income Taxes, the FASB requires companies to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available positive and negative evidence, using a “more likely than not” standard. In making such assessments, significant weight is given to evidence that can be objectively verified. A company’s current or previous operating history are given more weight than its future outlook, although the Company does consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs. The Company establishes valuation allowances for its deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company believes that its benefits and accruals recognized are appropriate for all open audit years based on its assessment of many factors including past experience and interpretation of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. To the extent that the final tax outcome of these matters is determined to be different than the amounts recorded, those differences will impact income tax expense in the period in which the determination is made. Other Comprehensive (Loss) Income: The Company reports cumulative foreign currency translation adjustments as a component of accumulated other comprehensive (loss) income. The Company reclassified $6.6 million of translation (gain) loss related to the sale of foreign subsidiaries out of accumulated other comprehensive income and is included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. No such reclassifications out of accumulated other comprehensive income were made in 2016. Adoption of New Accounting Pronouncements: 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. Recently Issued Accounting Pronouncements: 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. The Company does not expect the adoption of ASU 2016-18 to have a material impact on its financial position or results of operations. The Company is currently evaluating the impact adoption will have on its statement of cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases.” The primary difference between the current requirement under GAAP 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 be 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 will adopt the new standard using the modified retrospective method. The Company is still evaluating the impact of adoption and it is working with a third-party consulting firm to develop the necessary processes and procedures to accumulate and summarize the required disclosure data. 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 considered this guidance in evaluating the impact of ASU 2014-09. |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
CHANGES IN BUSINESS | |
CHANGES IN BUSINESS | NOTE 4—CHANGES IN BUSINESS Discontinued Operations During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented. As a result of the Company’s decision to sell the Electrical Solutions segment, the Company performed an impairment analysis on this segment’s finite- and indefinite-lived intangible assets (customer relationships and trade names, respectively) and determined that their carrying value exceeded their fair value. As a result, in the fourth quarter of 2017, the Company recorded an impairment charge of $9.7 million related to these intangible assets. The impairment charge was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. After the impairment charge, the fair value of this segment’s intangible assets was zero at December 31, 2017. Determining fair value is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 inputs. There were no other non-recurring fair value remeasurements related to the Electrical Solutions segment during the year ended December 31, 2017. During the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, has been presented as a discontinued operation for all periods presented. The Mechanical Solutions and the Electrical Solutions segments were the only components of the business that qualified for discontinued operations for all periods presented. On October 11, 2017, the Company sold substantially all of the operating assets and liabilities of its Mechanical Solutions segment for $43.0 million and used a portion of the $40.9 million net proceeds to pay down $34.0 million of the Company’s outstanding debt and related fees, including full repayment of the First-Out Loan. 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 recorded a total gain of $6.3 million related to these sales, which was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. The asset and liability excluded from the sale of the Mechanical Solutions segment included the Company’s office building located in Heerlen, Netherlands as well as its liability for uncertain tax positions. This asset and liability was included in current assets of discontinued operations and long-term liabilities of discontinued operations, respectively, in the December 31, 2017 consolidated balance sheet. At the time the Heerlen office building met the “asset held for sale” criteria, its carrying value was $0.5 million; however, the Company subsequently determined that the building’s carrying value exceeded its fair value and, consequently, it recorded an impairment charge of $0.2 million during the fourth quarter of 2017. The impairment charge was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. After the impairment charge, the fair value of the Heerlen building was $0.3 million at December 31, 2017. Determining fair value is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 inputs. There were no other non-recurring fair value remeasurements related to the Mechanical Solutions segment during the year ended December 31, 2017. On March 21, 2018, the Company closed on the sale of its office building in Heerlen, Netherlands for $0.3 million, resulting in an immaterial gain on sale. As discussed above, the Heerlen office was previously included in the Mechanical Solutions segment and, therefore, the carrying value of the building was included in current assets of discontinued operations in the December 31, 2017 consolidated balance sheet. The immaterial gain on sale will be reflected in loss from discontinued operations before income tax expense (benefit) in the Company’s consolidated statement of earnings for the three months ended March 31, 2018. In connection with the sale of its Mechanical Solutions segment, the Company entered into a transition services agreement with the purchaser to provide certain accounting and administrative services for an initial period of nine months. As of December 31, 2017, the Company provided $0.2 million in services for the purchaser, which was included in general and administrative expenses from continuing operations in the consolidated statement of operations. On July 29, 2016, the Company sold the stock of its wholly owned subsidiary TOG Holdings, Inc. (“TOG”) for $6.0 million in cash which, after deductions of (i) an escrow withholding of $0.8 million and (ii) selling expenses of $0.4 million, resulted in net proceeds of $4.8 million. The Company sold TOG as part of its liquidity efforts and used the net proceeds to reduce indebtedness. The funds held in escrow will be used to satisfy any properly supported indemnification claims, and any funds remaining in escrow 18 months after the closing will be released to the Company subject to any pending indemnification claims. In January 2018, $0.7 million was released from escrow and the remaining $0.1 million was used for final working capital adjustments. In addition, as a result of the sale, the Company no longer has liability associated with TOG’s leased property. In connection with the Company’s sale of TOG, it recorded a loss of $0.5 million which was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2016 as it was previously included in the Mechanical Solutions segment. The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of Mechanical Solutions and Electrical Solutions: December 31, (in thousands) 2017 2016 Assets: Accounts receivable $ 12,296 $ 37,274 Inventories, net 178 3,927 Cost and estimated earnings in excess of billings 11,325 34,628 Other current assets 493 3,218 Property, plant and equipment, net 3,630 — Current assets of discontinued operations 27,922 79,047 Property, plant and equipment, net — 9,536 Goodwill and other intangible assets — 13,357 Other long-term assets — 978 Long-term assets of discontinued operations — 23,871 Total assets of discontinued operations* $ 27,922 $ 102,918 Liabilities: Accounts payable $ 7,004 $ 9,438 Accrued compensation and benefits 1,191 3,159 Billings in excess of costs and estimated earnings 948 1,011 Accrued warranties 1,166 5,806 Other current liabilities 18,493 21,778 Other long-term liabilities — — Current liabilities of discontinued operations 28,802 41,192 Other long-term liabilities — 2,520 Liability for uncertain tax positions 3,110 3,177 Long-term liabilities of discontinued operations 3,110 5,697 Total liabilities of discontinued operations $ 31,912 $ 46,889 * The total assets of discontinued operations were classified as current on the December 31, 2017 consolidated balance sheet because it is probable that the sale will occur and proceeds will be collected within one year. The following table presents a reconciliation of the major classes of line items constituting the loss from discontinued operations. In accordance with GAAP, the amounts in the table below do not include an allocation of corporate overhead. Year Ended December 31, (in thousands) 2017 2016 Revenue Electrical Solutions $ 52,942 $ 75,559 Mechanical Solutions 52,461 112,022 Total revenue 105,403 187,581 Cost of revenue Electrical Solutions 66,232 73,309 Mechanical Solutions 42,811 96,515 Total cost of revenue 109,043 169,824 Selling and marketing expenses 4,035 6,644 General and administrative expenses 14,314 17,373 Impairment expense - Electrical Solutions 9,709 — Gain on disposal - Mechanical Solutions (6,332) — Other (48) 219 Loss from discontinued operations before income taxes (25,318) (6,479) Income tax expense (benefit) 1,186 295 Loss from discontinued operations $ (26,504) $ (6,774) Disposition of Hetsco 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. In the first quarter of 2017, the Company recorded an adjustment, which reduced the loss by $0.2 million. The assets and liabilities of Hetsco were reclassified to “assets held for sale-Hetsco” and “liabilities related to assets held for sale-Hetsco,” respectively, in the Company’s December 31, 2016 consolidated balance sheet. 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. 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-Hetsco $ 22,832 Accounts payable $ 355 Accrued liabilities 796 Liabilities related to assets held for sale-Hetsco $ 1,151 A summary of Hetsco’s income (loss) before income taxes for the years ended December 31, 2017 and 2016 was as follows: Year Ended December 31, (In thousands) 2017 2016 Income (loss) before income taxes $ 489 $ (7,713) |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5—PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant and equipment balances, by significant asset category, were as follows: Estimated December 31, ($ in thousands) Useful Lives 2017 2016 Buildings and improvements 5 - 39 years $ 582 $ 607 Machinery and equipment 3 - 12 years 3,969 3,921 Furniture and fixtures 2 - 10 years 9,236 6,400 Construction-in-progress — 442 495 14,229 11,423 Less accumulated depreciation (12,517) (8,364) Property, plant and equipment, net $ 1,712 $ 3,059 Construction‑in‑progress primarily included building improvements and machinery and equipment as of December 31, 2017 and 2016. Depreciation expense was $1.7 million for each of the years ended December 31, 2017 and 2016, respectively. No impairment charges were recognized for the years ended December 31, 2017 and 2016. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS The following table details the changes in the carrying amount of goodwill: (in thousands) Balance as of January 1, 2016 $ 47,587 Goodwill reclassified to assets held for sale (12,187) Balance as of December 31, 2016 35,400 Adjustments — Balance as of December 31, 2017 $ 35,400 The Company determines the fair value of its reporting unit using the income approach. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for the reporting unit, which falls within Level 3 of the fair value hierarchy. As of both December 31, 2017 and 2016, the Company had $12.5 million of unamortizable indefinite-lived intangible assets related to its Williams Industrial Services Group trade names. The Company did not incur any amortization expense for the year ended December 31, 2017. The Company incurred amortization expense of $1.1 million for the year ended December 31, 2016 related to Hetsco’s finite-lived intangible assets. The Company determines the fair value of its trade names using the relief from royalty method. Under that method, the fair value of each trade name is determined by calculating the present value of the after tax cost savings associated with owning the assets and therefore not having to pay royalties for its use for the remainder of its estimated useful life. As a result of the Company’s annual indefinite-lived intangible asset impairment analysis as of October 1, 2017 and 2016, it determined the fair value of its trade names exceeded their book value; therefore, no impairment charge was recorded for the years ended December 31, 2017 and 2016. As a result of the Company’s annual goodwill impairment analysis as of October 1, 2017 and 2016, it determined that the fair value of its reporting unit exceeded its book value, and accordingly, no impairment charge was necessary for the years ended December 31, 2017 and 2016. As of December 31, 2017, the Company’s accumulated impairment charges on its goodwill and indefinite-lived intangible assets were $4.2 million, all of which were recognized in the year ended December 31, 2015. The Company did not incur any impairment charges related to its goodwill and indefinite-lived intangible assets prior to 2015. Estimating the fair value of reporting units and trade names requires the use of estimates and significant judgments that are based on a number of factors including current and historical actual operating results, balance sheet carrying values, the Company’s most recent forecasts, and other relevant quantitative and qualitative information. If current or expected conditions deteriorate, it is reasonably possible that the judgments and estimates described above could change in future periods and result in impairment charges. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | NOTE 7—FINANCIAL INSTRUMENTS 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 December 31, 2017 and 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 foreign currency forward exchange contracts previously disclosed in the Company’s 2016 Report were held by its discontinued operations. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8—INCOME TAXES Loss before income taxes was as follows: Year Ended December 31, (in thousands) 2017 2016 Domestic $ (35,993) $ (34,942) Foreign (393) (490) Loss from continuing operations (36,386) (35,432) Loss from discontinued operations (25,318) (6,479) Loss before income tax expense (benefit) $ (61,704) $ (41,911) The following table summarizes the income tax expense (benefit) by jurisdiction: Year Ended December 31, (in thousands) 2017 2016 Current: Federal $ — $ — State (1) 33 Foreign 404 1,153 Total current 403 1,186 Deferred: Federal (7,369) 904 State 110 110 Foreign 1,675 (498) Total deferred (5,584) 516 Income tax expense (benefit) $ (5,181) $ 1,702 Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows: Year Ended December 31, (in thousands) 2017 2016 Continuing operations $ (6,367) $ 1,407 Discontinued operations 1,186 295 Income tax expense (benefit) (5,181) 1,702 Effective Tax Rate Reconciliation The amount of the income tax provision for continuing operations during the years ended December 31, 2017 and 2016 differs from the statutory federal income tax rate of 35% as follows: Year Ended December 31, 2017 2016 (in thousands) Amount Percent Amount Percent Tax expense (benefit) computed at the maximum U.S. statutory rate $ (12,735) % $ (12,401) % Difference resulting from state income taxes, net of federal income tax benefits (772) % (1,392) % Foreign tax rate differences 138 % 171 % Deferred tax impacts of the Tax Act (5,430) % — — % Non-deductible business disposition costs 4,266 % — — % Non-deductible expenses, other 236 % 214 % Transition tax from Tax Act inclusion 2,587 (7.1) % — — % Change in net operating loss carryforward 889 (2.4) % 2 — % Change in valuation allowance 7,165 % 14,842 % Change in accrual for uncertain tax positions (31) % (52) % Change in foreign tax credits (74) % 50 % Stock-based compensation (ASU 2016-09) (2,588) 7.1 % — — % Other, net (18) 0.0 % (27) 0.1 % Total tax expense (benefit) $ (6,367) 17.5 % $ 1,407 % Deferred Taxes The significant components of deferred income tax assets and liabilities for continuing operations consisted of the following: December 31, (in thousands) 2017 2016 Assets: Cost in excess of identifiable net assets of business acquired $ 7,534 $ 6,313 Reserves and other accruals 5,555 7,591 Tax credit carryforwards 12,564 11,926 Accrued compensation and benefits 2,509 3,782 State net operating loss carryforwards 8,937 6,147 Federal net operating loss carryforwards 38,990 50,697 Gain/loss on assets held for sale 1,393 3,150 Other — 349 77,482 89,955 Liabilities: Undistributed foreign earnings — (2,624) Indefinite life intangibles (10,075) (17,321) Property and equipment (262) (43) Other (720) — Net deferred tax assets 66,425 69,967 Valuation allowance for net deferred tax assets (76,346) (86,158) Net deferred tax liability after valuation allowance $ (9,921) $ (16,191) Tax Cuts and Jobs Acts of 2017 On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company calculated its best estimate of the impact of the Tax Act as of December 31, 2017 in accordance with guidance available as of the date of this filing. On December 22, 2017, SAB 118 was issued to address the application of generally accepted accounting principles in the United States, or GAAP, in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. As described below, the Company has made a provisional estimate of significant items including the effects on its existing deferred tax balances and the one-time transition tax. The ultimate impact of the Tax Act may differ from these estimates, possibly materially, due to changes in interpretations and assumptions, and guidance that may be issued and actions the Company may take in response to the Tax Act. The U.S. Tax Act is highly complex and the Company will continue to assess the impact of certain aspects of the Tax Act. Any subsequent adjustment to these amounts will be recorded as an adjustment to tax expense from continuing operations in the period that amounts are determined. The Tax Act reduces the federal statutory corporate tax rate from 35% to 21% for the Company’s tax years beginning in 2018, which resulted in the re-measurement of the federal portion of the Company’s deferred tax assets and liabilities and related valuation allowances as of December 31, 2017 from 35% to the new 21% tax rate. As of December 31, 2017 and 2016, the Company has a net deferred tax liability related to its continuing operations of $9.9 million and $16.2 million, respectively. The net deferred tax liabilities for the years ended December 31, 2017 and 2016 predominantly related to indefinite-lived intangibles deferred tax liabilities that cannot be used to offset deferred tax assets subject to valuation allowances. A net reduction in valuation allowances related to continuing operations of $9.8 million as of December 31, 2017 resulted primarily from the re-measurement of the deferred tax assets and liabilities in compliance with the Tax Act, and an additional $16.9 million was recorded against the gross deferred tax asset balances as of December 31, 2016. The Company has recorded a provisional liability of the Transition Tax of $2.6 million based on analysis of the amount of post-1986 earnings and profits (“E&P”) of its foreign subsidiaries. However, additional regulatory guidance and technical clarifications from the U.S. Department of the Treasury and Internal Revenue Service within the next 12 months could change the Company’s provisional estimate of the transitional tax. Furthermore, the Company has recorded an income benefit of $5.4 million related to the re-measurement of its U.S. net deferred tax liabilities. As of December 31, 2017, the Company would need to generate $246.6 million of future U.S. pre-tax income to realize its deferred tax assets. As a result of the adoption of ASU 2016-09, the Company recognized $2.6 million of excess tax benefits related to restricted stock awards and were included in income tax benefit in the consolidated statement of operations for the year ended December 31, 2017. Net Operating Losses and Tax Credit Carryforwards As of December 31, 2017, the Company has $184.4 million of federal net operating loss (“NOL”) carryforwards expiring between 2026 and 2037. The Company has state NOL carryforwards of $232.7 million expiring between 2018 and 2037. The Company has $5.2 million of foreign NOL carryforwards that will expire in 2027. The Company has $10.2 million in foreign tax credit carryforwards expiring between 2018 and 2026. Under the Internal Revenue Code, the amount of and the benefits from NOL and tax credit carryforwards may be limited or permanently impaired in certain circumstances. In addition, under the Tax Act, the amount of post 2017 NOLs that the Company is permitted to deduct in any taxable year is limited to 80% of its taxable income in such year, where taxable income is determined without regard to the NOL deduction itself. The Tax Act also generally eliminates the ability to carry back any NOL to prior taxable years, while allowing post 2017 unused NOLs to be carried forward indefinitely. Valuation Allowances The Company reviews, at least annually, the components of its deferred tax assets. This review is to ascertain that, based upon all of the information available at the time of the preparation of the financial statements, it is more likely than not, that the Company expects to utilize these deferred tax assets in the future. If the Company determines that is more likely than not that these deferred tax assets will not be utilized, a valuation allowance is recorded, reducing the deferred tax asset to the amount expected to be realized. Many factors are considered in the determination that the deferred tax assets are more likely than not will be realized, including recent cumulative earnings, expectations regarding future taxable income, length of carryforward periods, and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is determined by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and tax planning strategies. As of December 31, 2017, the Company determined that, with the pre-tax losses generated by its U.S. and foreign business operations, specifically the pre-tax losses generated in 2017 and the preceding two years, the weight of the objective and verifiable negative evidence clearly indicated that a valuation allowance against all of the Company’s U.S. and foreign deferred tax assets was necessary. As of December 31, 2017 and 2016, the Company had a full valuation allowance against all U.S. and foreign deferred tax assets. As of December 31, 2017 and 2016, the Company continues to have valuation allowances for deferred tax assets related to its continuing operations in the amount of $76.3 million and $86.2 million, respectively. Unremitted Earnings The Company’s foreign subsidiaries generate earnings that are not subject to U.S. income taxes so long as they are permanently reinvested in its operations outside of the U.S. Pursuant to ASC Topic No. 740-30, undistributed earnings of foreign subsidiaries that are no longer permanently reinvested would become subject to deferred income taxes. Prior to fiscal year 2015, the Company asserted that the undistributed earnings of its foreign subsidiaries were permanently reinvested. As a result of the withdrawal of the permanent reinvestment assertion of the Company’s foreign earnings from its Netherlands-based operations, the Company provided for U.S. income taxes on an additional $2.0 million of earnings generated by its Netherlands-based operations in fiscal 2016, resulting in the recognition of an incremental deferred tax liability of $0.3 million in fiscal 2016. As a result of the sale of the Company’s Mechanical Solutions segment in the fourth quarter of 2017, the Company no longer needs to recognize a deferred tax liability as a result of withdrawal of the permanent reinvestment assertion on the earnings generated by its Netherlands-based foreign subsidiaries as of December 31, 2017. Therefore, a corresponding reduction of the deferred tax liability of $2.6 million associated with $16.3 million of undistributed foreign earnings from the Netherlands-based operations that were sold in the fourth quarter of 2017 was recognized in the fourth quarter of 2017. As of December 31, 2017, the Company calculated a provisional estimate of $2.6 million related to the one-time transition tax on mandatory deemed repatriation of foreign earnings of $16.7 million. Uncertain Tax Positions A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows (in thousands): Year Ended December 31, (in thousands) 2017 2016 Unrecognized tax benefits at January 1 $ 4,150 $ 4,515 Change in unrecognized tax benefits taken during a prior period (687) — Change in unrecognized tax benefits during the current period — 245 Reductions to unrecognized tax benefits from lapse of statutes of limitations (135) (610) Unrecognized tax benefits at December 31 $ 3,328 $ 4,150 Unrecognized tax benefits from discontinued operations at December 31 $ 1,427 $ 1,497 Unrecognized tax benefits from continuing operations at December 31 1,901 2,653 $ 3,328 $ 4,150 As of December 31, 2017 the Company provided for a liability of $3.3 million for unrecognized tax benefits related to various federal, foreign and state income tax matters, which was included in long-term deferred tax liabilities and other long-term liabilities on the consolidated balance sheets, compared with a liability of $4.2 million for unrecognized tax benefits as of December 31, 2016. The Company has elected to classify interest and penalties related to uncertain income tax positions in income tax expense. As of both December 31, 2017 and 2016, the Company accrued $2.0 million for potential payment of interest and penalties. As of both December 31, 2017 and 2016, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.5 million. In 2018, the Company anticipates it will release less than $0.7 million of accruals of uncertain tax positions as the statute of limitations related to these liabilities will lapse in 2018. The Company files a consolidated U.S. federal income tax return. Currently, the Company is not under examination for income tax purposes by any taxing jurisdiction. A presentation of open tax years by jurisdiction is as follows: Tax Jurisdiction Examination in Progress Open Tax Years for Examination United States None 2006 to Present Mexico None 2012 to Present China None 2009 to Present The Netherlands None 2014 to Present |
UNCOMPLETED CONTRACTS
UNCOMPLETED CONTRACTS | 12 Months Ended |
Dec. 31, 2017 | |
UNCOMPLETED CONTRACTS | |
UNCOMPLETED CONTRACTS | NOTE 9—UNCOMPLETED CONTRACTS The Company enters into contracts that allow for periodic billings over the contract term. At any point in time, each project under construction could have either costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings. December 31, (in thousands) 2017 2016 Costs incurred on uncompleted contracts $ 164,076 $ 184,671 Earnings recognized on uncompleted contracts 17,304 24,041 Total 181,380 208,712 Less—billings to date (176,942) (196,387) Net $ 4,438 $ 12,325 Costs and estimated earnings in excess of billings $ 11,487 $ 18,068 Billings in excess of costs and estimated earnings (7,049) (5,743) Net $ 4,438 $ 12,325 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
DEBT | |
DEBT | NOTE 10—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 a result of the refinancing, there were no amounts outstanding under the Revolving Credit Facility as of December 31, 2017. As of December 31, 2016, the Company had $45.3 million 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. 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. The Centre Lane Facility is governed by the terms of the Senior Security Credit Agreement, dated June 16, 2017, as amended by the First Centre Lane Amendment, dated August 17, 2017, the Limited Waiver and Second Amendment, dated October 11, 2017, the Second Limited Waiver and Third Amendment, dated January 9, 2018, the Third Limited Waiver, dated March 30, 2018, and the Fourth Amendment, dated April 13, 2018. 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 First Centre Lane Amendment, net cash proceeds were $15.3 million. The Initial Centre Lane Facility provided for an initial loan in an aggregate principal amount of $45.0 million, and the First Centre Lane Amendment provided 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. However, the Fourth Amendment imposed a mandatory prepayment of all obligations then outstanding under the Centre Lane Facility on May 31, 2019. Had the First-Out Loan not been paid in full as a result of the sale of Mechanical Solutions in October 2017, described below, it would have matured on 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 First 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 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. 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, including full repayment of the First-Out Loan and its related fees as well as the upfront fee on the Initial Centre Lane Facility. This payment satisfied the $25.0 million prepayment criteria necessary to avoid a PIK rate increase to 15% 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, and, beginning on September 30, 2019, to maintain certain total leverage and fixed charge coverage ratios. The Company’s capital expenditures are also 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. Upon a default under the Centre Lane Facility, the Company’s senior secured lenders would have the right to accelerate the then-outstanding amounts under such facility and to exercise their rights and remedies to collect such amounts, which would include foreclosing on collateral constituting substantially all of the Company’s assets and those of its subsidiaries. During the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment in an effort to reduce the Company’s outstanding term debt. As an initial step in this plan, the Company filed a certificate of dissolution and dissolved its wholly owned inactive subsidiary, Braden Construction Services, Inc., on September 5, 2017. As a result of this dissolution, the Company was in violation of one of its covenants under the Center Lane Facility as of December 31, 2017. On January 9, 2018, the Company entered into a second limited waiver and third amendment to the Centre Lane Facility, which waived the event of default caused by the dissolution and extended the first required date for the Company to satisfy the total leverage and fixed charge coverage ratios to March 31, 2019. On March 30, 2018, the Company entered into a Third Limited Waiver to the Centre Lane Facility, which extended the delivery date of this Form 10-K and the time period for the required payment of the $0.3 million net cash proceeds from the sale of the office building in Heerlen, Netherlands, which was sold in March 2018, until May 31, 2018. On April 13, 2018, the Company entered into a Fourth Amendment to the Centre Lane Facility, which: · Extended the first required date for the Company to satisfy the total leverage and fixed charge coverage ratios to September 30, 2019. · Waived the requirement under the Centre Lane Facility to prepay $3.7 million of future extraordinary cash receipts and any event of default that would otherwise result from failure to pay such amounts (including the $0.3 million net cash proceeds from the sale of the Heerlen office building). · Provided a $3.0 million Incremental Loan Commitment which can be drawn upon in minimum increments of $1.0 million, which, if utilized, bears interest at the greater of LIBOR plus 19% or 50%. · Assessed a 1% unused line fee on the Incremental Loan Commitment. · Required a payment of a $0.5 million exit fee, due and payable on May 31, 2019. · Required a mandatory prepayment of all the obligations due and payable under the Centre Lane Facility on the earlier of (i) May 31, 2019, (ii) the date Williams Industrial Services, LLC and its subsidiaries are sold and (iii) the date of acceleration of the loans pursuant to an additional event of default. The following table summarizes the Company’s long-term debt with Centre Lane: (in thousands) As of December 31, 2017 Term loan, due 2021 $ 25,189 Unamortized deferred financing costs (885) Long-term debt, net $ 24,304 The Company’s effective rate on its outstanding debt was 20.3% as of December 31, 2017. 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 with an overdraft facility of EUR 1,000,000 and a contingent liability facility of EUR 13,000,000, under which letters of credit could be issued (as continued, amended or supplemented from time to time, the “ABN AMRO Credit Facility”) with ABN AMRO Bank N.V. The ABN AMRO Credit Facility automatically renewed each year on the same terms and conditions, so long as certain financial conditions were satisfied. 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, which included Global Power Netherlands, the purchaser assumed the ABN AMRO Credit Facility. 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 at the time the Company refinanced its debt. As of December 31, 2017, the Company had $9.0 million outstanding standby letters of credit that were originally issued under the Revolving Credit Facility, and there were no amounts drawn upon these letters of credit. As of December 31, 2016, the Company’s outstanding standby letters of credit issued under the Revolving Credit Facility were $11.8 million. As of December 31, 2017 and 2016, the Company provided cash collateral of $9.5 and $7.9 million, respectively, for letters of credit with expiry dates beyond the Revolving Credit Facility’s original maturity date. In addition, as of December 31, 2017 and 2016, the Company had outstanding surety bonds on projects of $32.5 million and $32.7 million, respectively. The Centre Lane Facility does not provide for letters of credit; therefore, the Company is currently unable to obtain new letters of credit. Deferred Financing Costs: Deferred financing costs are amortized over the terms of the related debt facilities using the effective yield method. For the years ended December 31, 2017 and 2016, the Company incurred less than $0.1 million and $0.2 million, respectively, of interest expense associated with the amortization of deferred financing costs on the Revolving Credit Facility. Total interest expense associated with the amortization of deferred financing costs on the Centre Lane Facility was $5.6 million for the year ended December 31, 2017. As of December 31, 2017, the Company did not have any unamortized deferred financing costs related to the Revolving Credit Facility. The Company had unamortized deferred financing costs of $0.9 million related to the Centre Lane Facility, which were included in long-term debt, net on the December 31, 2017 consolidated balance sheet. As of December 31, 2016, the Company had unamortized deferred financing costs of less than $0.1 million related to the Revolving Credit Facility, which were included in other long-term assets on the December 31, 2016 consolidated balance sheet. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 11—EARNINGS PER SHARE As of December 31, 2017, the Company’s 17,946,386 shares outstanding included certain shares totaling 15,279 of contingently issued but unvested restricted stock. As of December 31, 2016, the Company’s 17,485,941 shares outstanding included 36,073 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 from continuing operations are calculated as follows: Year Ended December 31, (in thousands, except per share data) 2017 2016 Loss from continuing operations $ (30,019) $ (36,839) Basic loss per common share: Weighted average common shares outstanding 17,657,372 17,348,286 Basic loss per common share $ (1.70) $ (2.12) Diluted loss per common share: Weighted average common shares outstanding 17,657,372 17,348,286 Diluted effect: Unvested portion of restricted stock units and awards — — Weighted average diluted common shares outstanding 17,657,372 17,348,286 Diluted loss per common share $ (1.70) $ (2.12) 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: Year Ended December 31, 2017 2016 Unvested service-based restricted stock awards 35,403 108,784 Unvested performance- and market-based restricted stock awards 404,515 931,253 Stock options 122,000 122,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION PLANS | NOTE 12—STOCK‑BASED COMPENSATION Description of the Plans The Company has two equity incentive plans: the 2011 Equity Incentive Plan (the “2011 Plan”) and the 2015 Equity Incentive Plan (the “2015 Plan”). In May 2015, the 2011 Plan terminated upon receiving shareholder approval for the 2015 Plan. The remaining authorized but unissued shares from the 2011 Plan will be available to service the outstanding awards from the 2011 Plan. The 2015 Plan allows for the issuance of up to 1,000,000 shares of stock awards to the Company’s employees and directors in the form of a variety of instruments including, stock options, restricted stock, restricted share units, stock appreciation rights and other share-based awards. The 2015 Plan also allows for cash-based awards. Generally, all participants who voluntarily terminate their employment with the Company forfeit 100% of all unvested equity awards. Persons whom are terminated without cause, or in some cases leave for good reason, are entitled to proportionate vesting. Time-based proportionate vested shares are accelerated and distributed upon their termination date. Proportionate performance-based and market-based restricted shares remain categorized as unvested pending final conclusion on the achievement of the related awards. As of December 31, 2017, the Company had 218,622 shares available for grant under the 2015 Plan. During 2017 and 2016, the Company granted 73,600 and 139,700 restricted stock units to certain executives outside of the 2015 Plan. During 2017, modification of 2016 cash based awards resulted in 67,853 units of restricted shares converted from liability to equity based awards. The terms and conditions of these grants are similar in terms and conditions of those under the equity incentive plans described above. All amounts and units described below include these awards. Total stock‑based compensation expense during the years ended December 31, 2017 and 2016 was $2.6 million and $1.7 million, respectively, with no related excess tax benefit recognized. As of December 31, 2017, total unrecognized compensation expense related to all unvested restricted stock and unit awards for which terms and conditions are known totaled $1.5 million, which is expected to be recognized over a weighted average period of 1 year. The fair value of shares that vested during 2017 and 2016 based on the stock price at the applicable vesting date was $2.2 million and $0.9 million, respectively. The weighted average grant date fair value of the Company’s restricted stock units was $4.37 and $2.78 for the years ended December 31, 2017 and 2016, respectively. Service-Based Restricted Stock and Unit Awards: During 2017, service-based restricted stock units of 46,600 were granted to certain employees outside of the 2015 Plan. These restricted stock units generally vest over a period of two years and will be settled in common stock. The fair value of the restricted stock units represents the closing price of the Company’s common stock on the date of grant. These restricted stock units are accounted for as equity awards and are included in the table below. During 2017, service-based restricted stock units totaling 295,376 were granted to employees at a grant date fair value of $4.30 per share and have the potential to be settled in cash or other assets if the Company’s shareholders do not approve additional shares under the Company’s 2015 Equity Incentive Plan. These awards have the same terms and conditions as the service-based restricted stock units discussed above. During 2016, the Company granted service-based restricted unit awards which had an initial cash value of $1.7 million, until they were converted into a right to receive shares as a result of filing the 2015 Report. In the second quarter of 2017, the initial cash value of these awards was converted into 372,182 restricted stock units at a fair value of $4.40 per share. A majority of these service-based awards, 304,329 units, also have the potential to be settled in cash or other assets, if the Company’s shareholders do not approve additional shares under its 2015 plan. Therefore, both of these grants are accounted for as liability awards and the fair value is re-measured each reporting period. As of December 31, 2017, the Company had a $0.7 million liability related to these units which was included in other long-term liabilities on the consolidated balance sheet. The remaining 67,853 units were granted to certain employees outside of the 2015 Plan and were considered to be modified on the date of conversion, which resulted in accounting for these awards under the equity method. The modification of these awards had an immaterial impact on the Company’s stock compensation expense for the year ended December 31, 2017. During 2017, certain service-based restricted stock units (the “modified service awards”) that were previously accounted for as liabilities totaling 120,655 vested and, because the Company had shares available under the 2015 Plan, the awards were modified and settled with shares of the Company’s stock, which resulted in accounting for these awards under the equity method. The fair value of the modified service awards was based on the closing price of the Company’s stock on the modification date. The modification of these awards had an immaterial impact on the Company’s stock compensation expense for the year ended December 31, 2017. In August 2016, the Board of Directors approved a modification to all performance-based and all market-based awards granted in 2014, to convert them to service-based awards and to extend their vesting date by nine months. The performance-based and market-based awards granted in 2014 had previously been determined to not be likely to vest. The modification of the 2014 awards resulted in a $0.3 million reduction in stock compensation expense for the year ended December 31, 2016. Information for service-based restricted stock and units, excluding those accounted for as liability awards, is as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 318,722 $ 6.48 Granted 46,600 4.30 Vested (383,425) 5.27 Modified 188,508 4.30 Forfeited (78,434) 5.92 Unvested restricted stock at December 31, 2017 91,971 $ 6.89 Market-Based Restricted Stock Unit Awards: During 2017, market-based restricted stock units of 27,000 were granted to certain employees outside of the 2015 Equity Incentive Plan and will be settled in common stock. Therefore, these restricted stock units are accounted for as equity awards. The 2017 market-based restricted stock units contain performance conditions based on either a two-year relative total shareholder return goal or a stock price goal. These restricted stock units will vest at the end of the two-year relative total shareholder return performance period. However, if the relative total shareholder return goal is not met, then the restricted stock units will vest on the later of the last day of the performance period or the date that the stock price is achieved. The share price goal will be met if the Company’s common stock price per share equals or exceeds $6.00 for any period of 30 consecutive trading days during the three-year period ending on March 31, 2020. The fair value of the market-based restricted stock units is estimated using the Monte Carlo simulation model. In addition, during the first nine months of 2017, market-based restricted stock units totaling 332,469 were awarded to employees at a grant date fair value of $4.67 per share and have the same terms and conditions as the market-based restricted stock units discussed above. These awards have the potential to be settled in cash or other assets if the Company’s shareholders do not approve additional shares under the Company’s 2015 Equity Incentive Plan. Therefore, these grants are accounted for as liability awards and the fair value is re-measured each reporting period using a Monte Carlo simulation valuation model. As of December 31, 2017, the Company had a $0.2 million liability related to these units which was included in other long-term liabilities on the consolidated balance sheet. During 2017, certain market-based restricted stock units (the “modified market awards”) that were previously accounted for as liabilities totaling 11,502 were modified and converted to service-based awards. These awards vested on the modification date and because the Company had shares available under the 2015 Plan, the awards were settled with shares of the Company’s stock, which resulted in accounting for these awards under the equity method. The fair value of the modified market awards was based on the closing price of the Company’s stock on the modification date. The modification of these awards had an immaterial impact on the Company’s stock compensation expense for the year ended December 31, 2017. Information for market-based restricted stock units, excluding those accounted for as liability awards, is as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 922,759 $ 3.34 Granted 27,000 4.67 Vested (221,254) 2.91 Modified 11,502 4.67 Forfeited (335,703) 4.17 Unvested restricted stock at December 31, 2017 404,304 $ 2.97 The Company estimates the fair value of its market‑based restricted stock unit awards on the date of grant using a Monte Carlo simulation valuation model. This pricing model uses multiple simulations to evaluate the likelihood of achieving the market conditions set forth in the award agreements. Expense is only recorded for the number of market‑based restricted stock unit awards granted. The assumptions used to estimate the fair value of market‑based restricted stock unit awards granted during 2017 and accounted for under the equity method were as follows: Expected term (years) Expected volatility 35.9 % Expected dividend yield % Risk-free interest rate 1.41 % Weighted-average grant date fair value $ 4.67 Performance-based awards: The Company had 211 unvested performance-based restricted stock units, with a weighted average grant date fair value of $13.20, outstanding as of December 31, 2017. These awards cliff-vest at the end of a three-year performance period ending on March 31, 2018. The actual number of shares that will ultimately vest is dependent upon achieving the performance condition or other conditions set forth in the award agreement. If the minimum target set forth in the award agreement is not met, none of the shares will vest and any compensation expense previously recognized will be reversed. The Company recognizes stock-based compensation expense related to performance awards based upon the Company’s determination of the likelihood of achieving the performance target or targets at each reporting date. As of December 31, 2017, the Company did not expect any of these unvested performance-based restricted stock unit awards to ultimately vest. No performance-based restricted stock units were granted in 2017 and 2016. Cash-based awards: During 2017, cash-based awards totaling $0.9 million were awarded to employees. The cash-based awards granted to employees generally vest over a period of two years and are accounted for as liability awards. As of December 31, 2017, the Company had a $0.1 liability related to this award which was included in other long-term liabilities on the consolidated balance sheet. Stock Options: During 2015, the Company granted a stock option to purchase 122,000 shares of its common stock to its former chief executive officer at an exercise price of $13.85 per share. The option provides for immediate vesting of 32,000 shares, with the remaining 90,000 vesting ratable over a ten month period beginning in June 2015 and has a five year term. This is the only stock option grant the Company made to date. The following table summarizes stock option activity for the year ended December 31, 2017: Weighted-Average Weighted-Average Options Exercise Price Remaining Contract Term Outstanding at December 31, 2016 122,000 $ 13.85 Granted — — Exercised — — Forfeited — — Outstanding at December 31, 2017 122,000 $ 13.85 2.625 years Exercisable at December 31, 2017 122,000 $ 13.85 2.625 years The weighted average fair value of the stock option on the date of the grant was $2.58. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. The exercise price of the options is based on the fair market value of the common shares on the date of grant. Cash flows resulting from excess tax benefits are classified as part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for vested restricted stock and unit awards, and exercised options in excess of the deferred tax asset attributable to stock compensation costs for such equity awards. The company realized no excess tax benefits for the years ended December 31 2017 and 2016 due to the use of NOL carryforwards. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2017 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 13—EMPLOYEE BENEFIT PLANS Defined Contribution Plan: The Company maintains a 401(k) plan covering substantially all of its U.S. employees. Expense for the Company’s 401(k) plan during the years ended December 31, 2017 and 2016 was $0.7 million and $1.3 million, respectively. Multiemployer Pension Plans: During 2017, the Company contributed to approximately 65 multiemployer pension plans throughout the U.S. and historically, it has contributed to over 150 union sponsored multiemployer pension plans throughout the U.S. under the terms of collective‑bargaining agreements that cover the Company’s union‑represented employees. The risks of participating in these multiemployer pension plans are different from single‑ employer pension plans primarily in the following aspects: 1. Assets contributed to the multiemployer pension plan by one employer may be used to provide benefits to employees of other participating employers. 2. If a participating employer stops contributing to the multiemployer pension plan, the unfunded obligations of the multiemployer pension plan may be borne by the remaining participating employers. 3. If the Company chooses to stop participating in some of its multiemployer pension plans, it may be required to pay those plans an amount based on the underfunded status of the multiemployer pension plan, referred to as a withdrawal liability. The Company’s participation in these multiemployer pension plans during the year ended December 31, 2017 is outlined in the following table. All information in the tables is as of December 31, of the relevant year, or 2017, unless otherwise stated. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three‑digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available during 2017 and 2016 is for the plans’ fiscal year‑end as of 2017 and 2016, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80 percent funded. If a plan is critical and declining, the plan sponsor may file an application with the Secretary of the Treasury requesting a temporary or permanent reduction of benefits to keep the plan from running out of money. If a fund is in critical status, adjustable benefits may be reduced and no lump sum distributions in excess of $5,000 can be made. Plans that are in critical and endangered status are required to adopt a plan aimed at restoring the finanicial health of the benefit plan. The “Rehab Plan Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration date of the collective‑bargaining agreement to which the plans are subject. Certain plans have been aggregated in the “All Others” line in the following table, as the contributions to each of these individual plans are not material. Expiration Pension ($ in thousands) Date of Protection Act Rehab Plan status Contributions by Collective EIN/Pension Zone Status Pending/ Global Power Surcharge Bargaining Pension Fund Plan Number 2017 2016 Implemented 2017 2016 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Critical Endangered FIP 09/16/2010 Multiple Agreements 1, 5 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green Multiple Agreements 5 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehab Plan 03/25/08 Multiple Agreements 5 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 04/30/22 10 IBEW Local 1579 Pension Plan 58-1254974 001 Seriously Endangered Green Varies through 07/31/20 2 Insulators Local No. 96 Pension Plan 58-6110889 002 Endangered Endangered FIP 01/01/11 Varies through 07/31/20 2 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green 11/30/17 - Automatic Renewal 3 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Endangered FIP 04/02/09 Multiple Agreements 5 Laborers National Pension Fund 75-1280827 001 Critical Green Multiple Agreements 5 National Asbestos Workers Pension Plan 52-6038497 001 Critical Critical Rehab Plan 09/30/10 Multiple Agreements 5 National Electrical Benefits Fund 53-0181657 001 Green Green Multiple Agreements 5 Northwest Sheet Metal Workers Pension Trust 91-6061344 001 Green Green 11/01/17 - Automatic Renewal 4 Plumbers & Pipefitters National Pension Fund 52-6152779 001 Endangered Endangered FIP 04/2010 Multiple Agreements 5 Plumbers & Steamfitters Local No. 150 Pension Fund 58-6116699 001 Green Green Varies through 07/31/20 2 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green Green 11/30/17 - Automatic Renewal 3 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256 001 Green Green 11/30/17 - Automatic Renewal 3 Sheet Metal Workers' National Pension Fund 52-6112463 001 Endangered Endangered FIP 03/01/14 Multiple Agreements 5 Southern Ironworkers Pension Plan 59-6227091 001 Green Green Varies through 07/31/20 2 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Endangered Rehab Plan 2011 11/30/17 - Automatic Renewal 3 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green Green 11/01/17 - Automatic Renewal 4 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green Green 11/01/17 - Automatic Renewal 4 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Endangered FIP 03/05/12 11/01/17 - Automatic Renewal 4 Western States Insulators and Allied Workers Pension 51-0155190 001 Green Green 11/01/17 - Automatic Renewal 4 All Others 9,414 8,708 (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for Fitzpatrick Nuclear Plant. The GPPMA Agreements are annual agreements that automatically renew each year. (2) Defined Benefit Plans for Unions employed through the Southern Company Power House Maintenance Agreement. The Southern Company PHMA expires July 31, 2020. The individual Union CBA range from 1 to 3 years in duration. (3) Defined Benefit Plans for Unions employed through the TVA PMMA and Other Agreements. The TVA Labor Agreements are annual agreements that automatically renew each year. (4) Defined Benefit Plans for Unions employed through the GPPMA agreement for Columbia Generating Station. The GPPMA Agreements are annual agreements that automatically renew each year. (5) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. Defined Benefit Plan for Union employed at Con Ed sites. Employees covered by multiemployer pension plans are hired for project‑based building and construction purposes. The Company’s participation level in these plans varies as a result. The Company believes that its responsibility for potential withdrawal liabilities associated with participating in multiemployer plans is limited because the building and construction trades exemption should apply to the substantial majority of the Company’s plan contributions. However, pursuant to the Pension Protection Act of 2006 and other applicable laws, the Company is also exposed to other potential liabilities associated with plans that are underfunded. As of December 31, 2017, the Company had been notified that certain pension plans were in critical funding status. Currently, certain plans are developing, or have developed, a rehabilitation plan that may call for a reduction in participant benefits or an increase in future employer contributions. Therefore, in the future, the Company could be responsible for potential surcharges, excise taxes and/or additional contributions related to these plans. Additionally, market conditions and the number of participating employers remaining in each plan may result in a reorganization, insolvency or mass withdrawal that could materially affect the funded status of multiemployer plans and the Company’s potential withdrawal liability, if applicable. The Company continues to actively monitor, assess and take steps to limit its potential exposure to any surcharges, excise taxes, additional contributions and/or withdrawal liabilities. However, the Company cannot, at this time, estimate the full amount, or even the range, of this potential exposure. |
COMMITMENTS AND CONTIGENCIES
COMMITMENTS AND CONTIGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 14—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 on May 13, 2015 and June 23, 2015, respectively, and on July 29, 2015 the court consolidated the two actions and appointed a lead plaintiff. On May 1, 2017, following the filing of the 2015 Report, 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 is defending, and intends to continue 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. On December 27, 2017, the court issued a memorandum opinion and order granting the motion to dismiss, allowing the plaintiffs until January 15, 2018 to file an amended complaint. The court found that, with respect to each of the defendants, plaintiffs failed to plead facts supporting a strong inference of scienter, or the required intent to deceive, manipulate or defraud, or act with severe recklessness. On January 15, 2018, the plaintiffs filed their third amended complaint, and in response the Company filed a renewed motion to dismiss. Plaintiffs subsequently filed a motion in opposition to the Company’s motion to dismiss, and requested oral argument. Litigation is subject to many uncertainties, and the outcome of this action is not predictable with assurance. Defendants filed their reply brief in further support of their motion on March 23, 2018. 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 conducted 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 cooperated with the SEC in its investigation, including through the production of documents to, and the sharing of information with, the SEC Enforcement Staff. On March 8, 2018, the SEC Enforcement Staff informed the Company’s outside counsel, Cahill Gordon & Reindel LLP, that the SEC Enforcement Staff had concluded their investigation and, based on the information available to them as of the date of their letter, the SEC Enforcement Staff do not intend to recommend an enforcement action by the Securities and Exchange Commission against the Company. 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. Contingency: During 2014, the Company entered into an agreement with a partner in connection with a power plant equipment installation project. The agreement contained certain performance liquidated damage clauses in favor of the customer. While the Company believed its performance in the project met its direct contractual obligations, it nonetheless had joint and several liability for other aspects of the overall project performance. As of March 15, 2017, the date the Company filed the 2015 Report, the required performance tests had not been performed and the Company’s assessment at that time was that it was probable that the product (which was supplied by the partner) would fail those tests. As such, the Company estimated the potential liability arising from the contractual performance provisions would be in the range of $4.9 to $31.3 million. The maximum liability under the terms of the agreement was $33.0 million, less $1.7 million in liquidated damages already incurred. The minimum liability per the agreement was 20 percent of the total contract value, less $1.7 million in liquidated damages already incurred. Due to the joint and several liability provisions of the agreement and significant concerns about the partner’s ability and willingness to pay the performance liquidated damages, if any, to the customer, the Company accrued $4.4 million as of December 31, 2015 – which represented the minimum of the range, less $0.5 million for which the customer had withheld payment to the Company’s partner. The Company’s estimate regarding this matter remained unchanged until October 16, 2017, when the Company received a Notice of Substantial Completion, which stated that the joint venture met the contractual performance criteria. Therefore, as of December 31, 2017, the Company concluded that no performance liquidated damages would be incurred and, accordingly, $4.4 million was recognized and included in revenue in the 2017 consolidated statement of operations. 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 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 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 December 31, 2017, the Company had deferred recognizing revenue on $22.9 million of unsigned, disputed change orders. Subsequent to year end, the Company completed its negotiations related to the unsigned change orders and $2.8 million was recognized and included in revenue in the 2017 consolidated statement of operations. Leases: The Company leases equipment and facilities, which are non-cancellable and expire at various dates. Total rental expense for all operating leases during the years ended December 31, 2017 and 2016 was $6.8 million and $6.0 million, respectively. Future minimum annual lease payments under these non-cancellable operating leases as of December 31, 2017 are as follows: (in thousands) December 31, 2018 $ 994 2019 900 2020 601 2021 575 2022 562 Thereafter 130 Total $ 3,762 None of the leases include contingent rental provisions. The Company’s annual lease expense differs from its future minimum rental payments as a result of month to month equipment leases to support the Company’s operations. Sale-Leaseback: On December 22, 2016, the Company sold its manufacturing facility in Franklin, Indiana for $3.0 million and immediately leased the facility back (the “sale-leaseback”) for a term of ten years. The Company recognized a loss of $1.2 million on the sale-leaseback, which was included in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2016. The net proceeds of $2.5 million were used to pay down the Company’s debt. The Company subsequently sold this facility with the divestiture of Hetsco in January 2017. Additionally in 2016, the Company entered into a financial guarantee under a sale-leaseback agreement related to its discontinued operations’ Houston, Texas facility. The guarantee obligates the Company to make lease payments in the event of a default by the discontinued operation. The maximum potential amount of future payments that the Company could be required to make under the outstanding guarantee, which represents rental payments for the remainder of the lease term, was $9.0 million as of December 31, 2017. Insurance: Certain of the Company’s subsidiaries are self‑insured for health, general liability and workers’ compensation up to certain policy limits. Insurance expense was $1.9 million and $3.2 million for the years ended December 31, 2017 and 2016, respectively, and includes insurance premiums related to the excess claim coverage and claims incurred for continuing operations. The reserves as of December 31, 2017 and 2016 consist of estimated amounts unpaid for reported and unreported claims incurred. The accrual for the Company’s self-insured health risk retention as of December 31, 2017 and 2016 was $0.6 million and $0.9 million, respectively. The Company had provided $1.1 million and $2.6 million in letters of credit for the year ended December 31, 2017 and 2016, respectively, as security for possible workers’ compensation claims. Executive Severance: At December 31, 2017, the Company had outstanding severance arrangements with officers and senior management. The Company’s maximum commitment under all such arrangements, which would apply if the employees covered by these arrangements were each terminated without cause, was $3.7 million at December 31, 2017. In addition, at December 31, 2017, the Company had agreements with certain employees to provide salary continuation that will go into effect upon either the sale of the Electrical Solutions segment or another event that would cause a change in control of the Company, which could include stockholder approval of the complete liquidaton or dissolution of the Company. The Company’s maximum commitment under all such agreements, which would apply if the employees covered by these agreements remained an employee of the Company until a specified date, were each terminated without cause and one or more of the events above occured, was $3.0 million at December 31, 2017. |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2017 | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | NOTE 15—MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK The Company has certain customers that represent more than 10 percent of its consolidated accounts receivable. The balance for these customers as a percentage of the consolidated accounts receivable is as follows: December 31, Customer 2017 2016 Southern Nuclear Operating Company * WECTEC Global Project Services Entergy Services, Inc. * Calpine * *Less than 10% The Company has certain customers that represent more than 10 percent of consolidated revenue. The revenue for these customers as a percentage of the consolidated revenue is as follows: Year Ended December 31, Customer 2017 2016 Southern Nuclear Operating Company Tennessee Valley Authority Energy Northwest * Entergy Services, Inc. * All others Total *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
OTHER SUPPLEMENTAL INFORMATION | |
OTHER SUPPLEMENTAL INFORMATION | NOTE 16—OTHER SUPPLEMENTAL INFORMATION Other current liabilities consist of the following: December 31, (in thousands) 2017 2016 Accrued workers compensation $ 878 $ 1,168 Accrued taxes 170 218 Accrued job cost 1,221 3,067 Accrued liquidated damages - 4,400 Accrued legal and professional fees 893 1,381 Accrued interest expense - 1,045 Accrued commercial insurance 1,240 319 Other accrued expenses 1,150 539 Total $ 5,552 $ 12,137 |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2017 | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 17—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) A summary of the quarterly operating results during 2017 and 2016 follows: (in thousands, except per share data) First Second Third Fourth 2017 Year Ended December 31, 2017 Quarter Quarter Quarter Quarter Total Revenue $ 45,632 $ 57,981 $ 39,040 $ 44,329 $ 186,982 Gross profit (1,555) 6,754 4,760 7,967 17,926 Loss from continuing operations (11,625) (5,430) (9,786) (3,178) (30,019) Loss per common share from continuing operations: Basic $ (0.67) $ (0.31) $ (0.55) $ (0.18) $ (1.70) Diluted $ (0.67) $ (0.31) $ (0.55) $ (0.18) $ (1.70) (in thousands, except per share data) First Second Third Fourth 2016 Year Ended December 31, 2016 Quarter Quarter Quarter Quarter Total Revenue $ 68,729 $ 55,809 $ 47,364 $ 59,105 $ 231,007 Gross profit 9,604 5,464 6,676 9,488 31,232 Loss from continuing operations (8,072) (18,279) (7,001) (3,487) (36,839) Loss per common share from continuing operations: Basic $ (0.47) $ (1.05) $ (0.40) $ (0.20) $ (2.12) Diluted $ (0.47) $ (1.05) $ (0.40) $ (0.20) $ (2.12) During the preparation of this Form 10-K, the Company discovered that it had received during the fourth quarter of 2017 the requisite documentation to justify the reversal of the $4.4 million liquidated damages reserve discussed in “Note 14–Commitments and Contingencies”. Although the documentation was received during the fourth quarter, the Form 10-Q for the quarter ended March 31, 2017 had not been completed and filed with the SEC as of the date the documentation was received. As such, the release of the reserve to revenue should have been reflected in the first quarter of 2017 Form 10-Q, but was not. The Company has evaluated the quantitative and qualitative impact of that error and concluded the amount is immaterial. The first quarter results presented above reflect the correction of the error. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 18—SUBSEQUENT EVENTS On April 13, 2018 Craig E. Holmes, formerly one of our two principal executive officers, resigned from his positions with the Company and entered into the Holmes Separation Agreement, effective April 13, 2018. Under the terms of the Holmes Separation Agreement, the Company agreed to pay Mr. Holmes $0.7 million under an 18 month salary continuation plan. Among other things, Mr. Holmes is also entitled to receive his “target” short-term incentive for the 2017 fiscal year, paid in monthly installments through September 30, 2018, or earlier upon a change in control, and his “target” short-term incentive for the 2018 fiscal year, paid on the earlier of December 14, 2018 or a change in control, totaling $0.6 million. Mr. Holmes will also receive subsidized premiums for continued health insurance for one year and full vesting of his outstanding equity awards, with any performance objectives deemed satisfied at the “target” level. The Holmes Separation Agreement requires him to reaffirm his non-compete and non-solicitation covenants and includes a standard non-disparagement covenant as well as a release of claims. On April 13, 2018, the Company entered into a Fourth Amendment to the Centre Lane Facility, which, among other things, extended the first required date for the Company to satisfy certain total leverage ratios and fixed charge coverage ratios to September 30, 2019 and provided a $3.0 million Incremental Loan Commitment which can be drawn upon in minimum increments of $1.0 million. In addition, the Company agreed to pay a $500,000 fee, due on May 31, 2019, and prepay all the obligations due and payable under the Centre Lane Facility on the earlier of the date that an event would cause an acceleration of the due date or May 31, 2019. Please refer to “Note 10—Debt” for additional information on the Centre Lane Facility. On March 30, 2018, the Company entered into a Third Limited Waiver to the Centre Lane Facility, which extends the delivery date of this Form 10-K and extends the time period for the required payment of 100% of the net cash proceeds from the sale of the office building in Heerlen, Netherlands until May 31, 2018. On March 21, 2018, the Company closed on the sale of its office building in Heerlen, Netherlands for $0.3 million. The office building in Heerlen, Netherlands was previously included in the Mechanical Solutions segment and, therefore, the carrying value of the building was included in current assets of discontinued operations in the December 31, 2017 consolidated balance sheet. In January 2018, the Company entered into a Second Limited Waiver and Third Amendment to the Centre Lane Facility, which waived the event of default caused by the dissolution of an inactive subsidiary and extended the first required date for the Company to satisfy the fixed charge coverage ratios to March 31, 2019. |
Schedule II VALUATION AND QUALI
Schedule II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Schedule II VALUATION AND QUALIFYING ACCOUNTS | |
Schedule II VALUATION AND QUALIFYING ACCOUNTS | Schedule II VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2017 AND 2016 Additions Balance at Charged to Charged to Balance at Beginning of Costs and Other End of (in thousands) Period Expenses Accounts Deductions Period 2017 Allowance for doubtful accounts $ 1,008 $ 560 $ — $ — $ 1,568 Accrued warranty reserves — — 180 (139) 41 Valuation allowance for deferred tax assets 86,158 23,169 — (32,981) 76,346 Reserve for Inventory — — — — — 2016 Allowance for doubtful accounts $ 744 $ 325 $ — $ (61) $ 1,008 Accrued warranty reserves 23 — — (23) — Valuation allowance for deferred tax assets 69,307 17,399 — (548) 86,158 Reserve for Inventory 251 39 — (290) — The “deductions” column of allowance for doubtful accounts represents write‑offs of fully reserved accounts receivable net of recoveries. The “deductions” column for accrued warranties represents settlements made during the period and the expiration of warranties on contracts sold in prior years that did not utilize the related reserve balance. The “deductions” column for valuation allowance for deferred tax assets represents reversals of previously reserved amounts for 2007 foreign tax credits that are now deductible due to expiration of the statute of limitation and re-measurement of the valuation allowance in accordance with the Tax Act. The “deductions” column for reserve for inventory represents markdown of previously reserved amounts for obsolete inventories. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation and Joint Ventures | Principles of Consolidation and Joint Ventures: The consolidated financial statements include the accounts of Global Power Equipment Group, Inc. and its wholly owned subsidiaries. At times, the Company may form joint ventures with unrelated third parties for the execution of a project. For investments in joint ventures not requiring full consolidation, the Company uses the equity method of accounting. The Company does not have any investment in a joint venture in which it is considered to be the primary beneficiary where full consolidation is required. In 2017, the Company formed a limited liability company (“LLC”) with an unrelated third party for the execution of a nuclear plant construction project. The Company has a 25 percent participation interest in this LLC, with distribution of expected gains and losses being proportionate to its participation interest. Although the LLC holds the construction contract with the client, the services required by the contract are performed by the either the LLC, the Company or the other member of the LLC, or by other subcontractors under subcontracting agreements with the LLC. The Company accounts for its investment in this LLC using the equity method. The Company’s investment in this LLC was $0.2 million as of December 31, 2017 and was included in other long-term assets on the consolidated balance sheet. Accounts receivable related to work performed for the Company’s unconsolidated investment in the LLC, included in accounts receivable, net, on the consolidated balance sheet, was $2.2 million as of December 31, 2017. All intercompany accounts and transactions have been eliminated in consolidation. Due the classification of Mechanical Solutions and Electrical Solutions as discontinued operations, certain amounts in 2016 have been reclassified to conform to the 2017 presentation. |
Segment and Geographic Information | Segment and Geographic Information : The Company determines its reportable segments in accordance with ASC 280—Segment Reporting. The Company’s operating segments engage in business activities from which it 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 segment 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. Prior to the Company’s decision to exit and sell its Mechanical Solutions and Electrical Solutions segments, the Company had three reportable segments: Services, Electrical Solutions and Mechanical Solutions. 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 its financial performance. All of the Company’s revenue for the year ended December 31, 2017 was earned in the U.S. and 96.5% of the Company’s revenue was earned in the U.S. for the year ended December 31, 2016. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could vary materially from those estimates. |
Discontinued Operations | Discontinued Operations: During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment. Additionally, during the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment, which the Company completed in the fourth quarter of 2017. These decisions were made in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit these segments met the definition of a discontinued operation. As a result, these segments, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, have been presented as discontinued operations for all periods presented. Unless otherwise specified, the financial information presented in the accompanying financial statements and following notes relates to the Company’s continuing operations; it excludes any results of its discontinued operations. Please refer to “Note 4—Changes in Business” for financial information on the Company’s discontinued operations. |
Revenue Recognition | Revenue Recognition: The Company enters into a variety of contract structures including cost plus reimbursements, time and material contracts and fixed‑price contracts. The determination of the contract structure is based on the scope of work, complexity and project length, and customer preference of contract terms. Cost-plus and time and material contracts represent the majority of the Company’s contracts. For these contract types, the Company recognizes revenue when services are performed based on an agreed‑upon price for the completed services or based upon the hours incurred and agreed‑upon hourly rates. Some of the Company’s contracts include provisions that adjust contract revenue for safety, schedule or other performance measures. Revenue on fixed-price contracts is recognized under the percentage‑of‑completion method based on cost‑to‑cost input measures. Estimated losses on uncompleted contracts are recognized in the earliest open period in which they first become known. Pre‑contract costs are expensed as incurred. The percentage‑of‑completion method generally results in the recognition of reasonably consistent profit margins over the life of a contract because management has the ability to produce reasonably dependable estimates of contract billings and contract costs. The Company uses the level of profit margin that is most likely to occur on a contract. If the most likely profit margin cannot be precisely determined, the lowest probable level of profit in the range of estimates is used until the results can be estimated more precisely. The Company’s estimate of the total contract costs to be incurred at any particular time has a significant impact on the revenue recognized for the respective period. Changes in job performance, job conditions, estimated profitability, final contract settlements and resolution of claims may result in revisions to contract revenue and cost, and the effects of such revisions are recognized in the period that the revisions are determined. Under percentage‑of‑completion accounting, management must also make key judgments in areas such as the progress towards completion, estimates of project revenue, costs and margin, estimates of total and remaining project hours and any liquidated damage assessments. Any deviations from estimates could have a significant positive or negative impact on the Company’s results of operations. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. The Company determines the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals. The Company treats items as a cost of contract performance in the period incurred and defers revenue on unapproved change orders until customer approval is obtained. Please refer to “Note 14—Commitments and Contingencies” for additional information on unapproved change orders. |
Cash and Cash Equivalents | Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and on deposit with initial maturities of three months or less. As of December 31, 2017, the operating cash balance of $4.6 million was held in U.S. bank accounts. |
Restricted Cash | Restricted Cash: Restricted cash as of December 31, 2017 consisted of $9.7 million that served as collateral for letters of credit and company credit card obligations and $1.9 million held in escrow for certain indemnities as claims. As of December 31, 2016, restricted cash consisted of $8.1 million that served as collateral for letters of credit and credit card obligations and $0.7 million held in escrow for certain indemnities and claims. |
Accounts Receivable | Accounts Receivable: Accounts receivable is reported net of allowance for doubtful accounts and discounts. The allowance is based on numerous factors including but not limited to (i) current market conditions, (ii) review of specific customer economics and (iii) other estimates based on the judgment of management. Account balances are charged off against the allowance after all reasonable means of collection have been pursued and the potential for recovery is considered remote. The Company does not generally charge interest on outstanding amounts. Accounts receivable as of December 31, 2017 and 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. 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. As of December 31, 2017, the Company had a $0.2 million reserve against its receivable from Westinghouse, resulting in a net outstanding balance of $2.1 million for pre-petition services. 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 or reserved, are expected to be recoverable. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment are stated at historical cost, less accumulated depreciation. For financial reporting purposes, depreciation is calculated using the straight‑line method over the estimated useful life of the asset. Costs of significant additions, renewals and betterments are capitalized. Maintenance and repairs are expensed when incurred. When an asset is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss on disposition is reflected in general and administrative expenses in the consolidated statements of operations. Depreciation expense related to capital equipment used in production is included in cost of revenue. |
Long-Lived Assets | Long‑Lived Assets: Long‑lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If circumstances require a long‑lived asset held for use to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the asset exceeds expected future cash flows, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations. Assets held for sale are reported at the lower of their carrying value, less estimated costs to sell. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. The Company groups long‑lived assets by legal entity for purposes of recognition and measurement of an impairment loss as this is the lowest level for which cash flows are independent. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis, as of October 1, and when events or changes in circumstances indicate the fair value of a reporting unit with goodwill and/or indefinite-lived intangible assets has been reduced below the carrying value of the net assets of the reporting unit in accordance with ASC 350–Intangibles–Goodwill and Other. The Company’s indefinite-lived intangible assets consist of trade names used in its businesses. The Company’s testing of goodwill for potential impairment involves the comparison of a reporting unit’s carrying value to its estimated fair value, which is determined using the income approache. Similarly, the testing of the Company’s trade names for potential impairment involves the comparison of the carrying value for each trade name to its estimated fair value, which is determined using the relief from royalty method. If the carrying value of goodwill or the trade names is deemed to be unrecoverable, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations in the period in which the impairment is determined. |
Cost of Revenue | Cost of Revenue: Cost of revenue primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs and internal transfer costs. |
Warranty Costs | Warranty Costs: Estimated costs related to warranties are accrued using the specific identification method. 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 two 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 its customers. Historically, warranty claims have not resulted in material costs incurred, and any estimated cost for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts. |
Insurance | Insurance. The Company self‑insures a portion of its risk for health benefits and workers’ compensation. The Company maintains insurance coverage for other business risks including general liability insurance. The Company accrues for incurred but not reported claims by utilizing lag studies. |
Shipping and Handling Costs | Shipping and Handling Costs: The Company accounts for shipping and handling costs in accordance with Accounting Standards Codification (“ASC”) 605‑45 — Principal Agent Considerations. Amounts billed to customers in sale transactions related to shipping and handling costs are recorded as revenue. Shipping and handling costs incurred are included in cost of revenue in the consolidated statements of operations. |
Advertising Costs | Advertising Costs: The Company accounts for advertising costs in accordance with ASC 720‑35—Advertising Costs. Generally, advertising costs are immaterial and are expensed as incurred and are included in selling and marketing expense in the consolidated statements of operations. |
Stock-based Compensation Expense | Stock‑Based Compensation Expense: The Company measures and recognizes stock‑based compensation expense based on the estimated fair value of the stock award on the date of grant. Vesting of stock awards is based on certain service, performance and market conditions or service only conditions over a one to four year period. For all awards with graded vesting, other than awards with performance‑based vesting conditions, the Company records compensation expense for the entire award on a straight‑line basis over the requisite service period. For graded‑vesting awards with performance‑based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once performance criteria are set. For market-based awards that cliff vest, total compensation expense is recorded on a straight-line basis over the requisite performance period. The Company recognizes stock‑based compensation expense related to performance-based and market-based awards based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. Stock‑based compensation expense is primarily included in general and administrative expenses in the consolidated statements of operations. |
Income Taxes | Income Taxes: The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those differences are expected to be recovered or settled. Under ASC 740—Income Taxes, the FASB requires companies to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available positive and negative evidence, using a “more likely than not” standard. In making such assessments, significant weight is given to evidence that can be objectively verified. A company’s current or previous operating history are given more weight than its future outlook, although the Company does consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs. The Company establishes valuation allowances for its deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company believes that its benefits and accruals recognized are appropriate for all open audit years based on its assessment of many factors including past experience and interpretation of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. To the extent that the final tax outcome of these matters is determined to be different than the amounts recorded, those differences will impact income tax expense in the period in which the determination is made. |
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) Income: The Company reports cumulative foreign currency translation adjustments as a component of accumulated other comprehensive (loss) income. The Company reclassified $6.6 million of translation (gain) loss related to the sale of foreign subsidiaries out of accumulated other comprehensive income and is included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. No such reclassifications out of accumulated other comprehensive income were made in 2016. |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements: 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. Recently Issued Accounting Pronouncements: 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. The Company does not expect the adoption of ASU 2016-18 to have a material impact on its financial position or results of operations. The Company is currently evaluating the impact adoption will have on its statement of cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases.” The primary difference between the current requirement under GAAP 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 be 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 will adopt the new standard using the modified retrospective method. The Company is still evaluating the impact of adoption and it is working with a third-party consulting firm to develop the necessary processes and procedures to accumulate and summarize the required disclosure data. 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 considered this guidance in evaluating the impact of ASU 2014-09. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
BASIS OF PRESENTATION | |
Reporting periods and corresponding fiscal interim periods | 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 |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued operations disposed of by sale | |
Schedule of Financial Information of Disposal Group | December 31, (in thousands) 2017 2016 Assets: Accounts receivable $ 12,296 $ 37,274 Inventories, net 178 3,927 Cost and estimated earnings in excess of billings 11,325 34,628 Other current assets 493 3,218 Property, plant and equipment, net 3,630 — Current assets of discontinued operations 27,922 79,047 Property, plant and equipment, net — 9,536 Goodwill and other intangible assets — 13,357 Other long-term assets — 978 Long-term assets of discontinued operations — 23,871 Total assets of discontinued operations* $ 27,922 $ 102,918 Liabilities: Accounts payable $ 7,004 $ 9,438 Accrued compensation and benefits 1,191 3,159 Billings in excess of costs and estimated earnings 948 1,011 Accrued warranties 1,166 5,806 Other current liabilities 18,493 21,778 Other long-term liabilities — — Current liabilities of discontinued operations 28,802 41,192 Other long-term liabilities — 2,520 Liability for uncertain tax positions 3,110 3,177 Long-term liabilities of discontinued operations 3,110 5,697 Total liabilities of discontinued operations $ 31,912 $ 46,889 Year Ended December 31, (in thousands) 2017 2016 Revenue Electrical Solutions $ 52,942 $ 75,559 Mechanical Solutions 52,461 112,022 Total revenue 105,403 187,581 Cost of revenue Electrical Solutions 66,232 73,309 Mechanical Solutions 42,811 96,515 Total cost of revenue 109,043 169,824 Selling and marketing expenses 4,035 6,644 General and administrative expenses 14,314 17,373 Impairment expense - Electrical Solutions 9,709 — Gain on disposal - Mechanical Solutions (6,332) — Other (48) 219 Loss from discontinued operations before income taxes (25,318) (6,479) Income tax expense (benefit) 1,186 295 Loss from discontinued operations $ (26,504) $ (6,774) |
Services | Hetsco Inc. | Disposed of by sale | |
Schedule of Financial Information of Disposal Group | (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-Hetsco $ 22,832 Accounts payable $ 355 Accrued liabilities 796 Liabilities related to assets held for sale-Hetsco $ 1,151 Year Ended December 31, (In thousands) 2017 2016 Income (loss) before income taxes $ 489 $ (7,713) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment balances, by significant asset category | Estimated December 31, ($ in thousands) Useful Lives 2017 2016 Buildings and improvements 5 - 39 years $ 582 $ 607 Machinery and equipment 3 - 12 years 3,969 3,921 Furniture and fixtures 2 - 10 years 9,236 6,400 Construction-in-progress — 442 495 14,229 11,423 Less accumulated depreciation (12,517) (8,364) Property, plant and equipment, net $ 1,712 $ 3,059 |
GOODWILL AND OTHER INTANGIBLE31
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Changes in the carrying amount of goodwill | (in thousands) Balance as of January 1, 2016 $ 47,587 Goodwill reclassified to assets held for sale (12,187) Balance as of December 31, 2016 35,400 Adjustments — Balance as of December 31, 2017 $ 35,400 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
INCOME TAXES | |
Income (loss) before income taxes | Year Ended December 31, (in thousands) 2017 2016 Domestic $ (35,993) $ (34,942) Foreign (393) (490) Loss from continuing operations (36,386) (35,432) Loss from discontinued operations (25,318) (6,479) Loss before income tax expense (benefit) $ (61,704) $ (41,911) |
Summary of income tax expense (benefit) | Year Ended December 31, (in thousands) 2017 2016 Current: Federal $ — $ — State (1) 33 Foreign 404 1,153 Total current 403 1,186 Deferred: Federal (7,369) 904 State 110 110 Foreign 1,675 (498) Total deferred (5,584) 516 Income tax expense (benefit) $ (5,181) $ 1,702 |
Income tax expense (benefit) allocated between continuing operations and discontinued operations | Year Ended December 31, (in thousands) 2017 2016 Continuing operations $ (6,367) $ 1,407 Discontinued operations 1,186 295 Income tax expense (benefit) (5,181) 1,702 |
Schedule of effective income tax rate for continuing operations | Year Ended December 31, 2017 2016 (in thousands) Amount Percent Amount Percent Tax expense (benefit) computed at the maximum U.S. statutory rate $ (12,735) % $ (12,401) % Difference resulting from state income taxes, net of federal income tax benefits (772) % (1,392) % Foreign tax rate differences 138 % 171 % Deferred tax impacts of the Tax Act (5,430) % — — % Non-deductible business disposition costs 4,266 % — — % Non-deductible expenses, other 236 % 214 % Transition tax from Tax Act inclusion 2,587 (7.1) % — — % Change in net operating loss carryforward 889 (2.4) % 2 — % Change in valuation allowance 7,165 % 14,842 % Change in accrual for uncertain tax positions (31) % (52) % Change in foreign tax credits (74) % 50 % Stock-based compensation (ASU 2016-09) (2,588) 7.1 % — — % Other, net (18) 0.0 % (27) 0.1 % Total tax expense (benefit) $ (6,367) 17.5 % $ 1,407 % |
Components of deferred income tax assets and liabilities | December 31, (in thousands) 2017 2016 Assets: Cost in excess of identifiable net assets of business acquired $ 7,534 $ 6,313 Reserves and other accruals 5,555 7,591 Tax credit carryforwards 12,564 11,926 Accrued compensation and benefits 2,509 3,782 State net operating loss carryforwards 8,937 6,147 Federal net operating loss carryforwards 38,990 50,697 Gain/loss on assets held for sale 1,393 3,150 Other — 349 77,482 89,955 Liabilities: Undistributed foreign earnings — (2,624) Indefinite life intangibles (10,075) (17,321) Property and equipment (262) (43) Other (720) — Net deferred tax assets 66,425 69,967 Valuation allowance for net deferred tax assets (76,346) (86,158) Net deferred tax liability after valuation allowance $ (9,921) $ (16,191) |
Reconciliation of unrecognized tax benefits | Year Ended December 31, (in thousands) 2017 2016 Unrecognized tax benefits at January 1 $ 4,150 $ 4,515 Change in unrecognized tax benefits taken during a prior period (687) — Change in unrecognized tax benefits during the current period — 245 Reductions to unrecognized tax benefits from lapse of statutes of limitations (135) (610) Unrecognized tax benefits at December 31 $ 3,328 $ 4,150 Unrecognized tax benefits from discontinued operations at December 31 $ 1,427 $ 1,497 Unrecognized tax benefits from continuing operations at December 31 1,901 2,653 $ 3,328 $ 4,150 |
Presentation of open tax years by jurisdiction | Tax Jurisdiction Examination in Progress Open Tax Years for Examination United States None 2006 to Present Mexico None 2012 to Present China None 2009 to Present The Netherlands None 2014 to Present |
UNCOMPLETED CONTRACTS (Tables)
UNCOMPLETED CONTRACTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
UNCOMPLETED CONTRACTS | |
Costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings | December 31, (in thousands) 2017 2016 Costs incurred on uncompleted contracts $ 164,076 $ 184,671 Earnings recognized on uncompleted contracts 17,304 24,041 Total 181,380 208,712 Less—billings to date (176,942) (196,387) Net $ 4,438 $ 12,325 Costs and estimated earnings in excess of billings $ 11,487 $ 18,068 Billings in excess of costs and estimated earnings (7,049) (5,743) Net $ 4,438 $ 12,325 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 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% |
Schedule of debt | (in thousands) As of December 31, 2017 Term loan, due 2021 $ 25,189 Unamortized deferred financing costs (885) Long-term debt, net $ 24,304 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | Year Ended December 31, (in thousands, except per share data) 2017 2016 Loss from continuing operations $ (30,019) $ (36,839) Basic loss per common share: Weighted average common shares outstanding 17,657,372 17,348,286 Basic loss per common share $ (1.70) $ (2.12) Diluted loss per common share: Weighted average common shares outstanding 17,657,372 17,348,286 Diluted effect: Unvested portion of restricted stock units and awards — — Weighted average diluted common shares outstanding 17,657,372 17,348,286 Diluted loss per common share $ (1.70) $ (2.12) |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | Year Ended December 31, 2017 2016 Unvested service-based restricted stock awards 35,403 108,784 Unvested performance- and market-based restricted stock awards 404,515 931,253 Stock options 122,000 122,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of stock option activity | Weighted-Average Weighted-Average Options Exercise Price Remaining Contract Term Outstanding at December 31, 2016 122,000 $ 13.85 Granted — — Exercised — — Forfeited — — Outstanding at December 31, 2017 122,000 $ 13.85 2.625 years Exercisable at December 31, 2017 122,000 $ 13.85 2.625 years |
Service vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 318,722 $ 6.48 Granted 46,600 4.30 Vested (383,425) 5.27 Modified 188,508 4.30 Forfeited (78,434) 5.92 Unvested restricted stock at December 31, 2017 91,971 $ 6.89 |
Market-based vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2016 922,759 $ 3.34 Granted 27,000 4.67 Vested (221,254) 2.91 Modified 11,502 4.67 Forfeited (335,703) 4.17 Unvested restricted stock at December 31, 2017 404,304 $ 2.97 |
Assumptions used to estimate the fair value of market-based restricted stock awards granted | Expected term (years) Expected volatility 35.9 % Expected dividend yield % Risk-free interest rate 1.41 % Weighted-average grant date fair value $ 4.67 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
EMPLOYEE BENEFIT PLANS | |
Summary of plan information relating to participation in multiemployer pension plans | Certain plans have been aggregated in the “All Others” line in the following table, as the contributions to each of these individual plans are not material. Expiration Pension ($ in thousands) Date of Protection Act Rehab Plan status Contributions by Collective EIN/Pension Zone Status Pending/ Global Power Surcharge Bargaining Pension Fund Plan Number 2017 2016 Implemented 2017 2016 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Critical Endangered FIP 09/16/2010 Multiple Agreements 1, 5 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green Multiple Agreements 5 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehab Plan 03/25/08 Multiple Agreements 5 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 04/30/22 10 IBEW Local 1579 Pension Plan 58-1254974 001 Seriously Endangered Green Varies through 07/31/20 2 Insulators Local No. 96 Pension Plan 58-6110889 002 Endangered Endangered FIP 01/01/11 Varies through 07/31/20 2 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green 11/30/17 - Automatic Renewal 3 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Endangered FIP 04/02/09 Multiple Agreements 5 Laborers National Pension Fund 75-1280827 001 Critical Green Multiple Agreements 5 National Asbestos Workers Pension Plan 52-6038497 001 Critical Critical Rehab Plan 09/30/10 Multiple Agreements 5 National Electrical Benefits Fund 53-0181657 001 Green Green Multiple Agreements 5 Northwest Sheet Metal Workers Pension Trust 91-6061344 001 Green Green 11/01/17 - Automatic Renewal 4 Plumbers & Pipefitters National Pension Fund 52-6152779 001 Endangered Endangered FIP 04/2010 Multiple Agreements 5 Plumbers & Steamfitters Local No. 150 Pension Fund 58-6116699 001 Green Green Varies through 07/31/20 2 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green Green 11/30/17 - Automatic Renewal 3 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256 001 Green Green 11/30/17 - Automatic Renewal 3 Sheet Metal Workers' National Pension Fund 52-6112463 001 Endangered Endangered FIP 03/01/14 Multiple Agreements 5 Southern Ironworkers Pension Plan 59-6227091 001 Green Green Varies through 07/31/20 2 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Endangered Rehab Plan 2011 11/30/17 - Automatic Renewal 3 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green Green 11/01/17 - Automatic Renewal 4 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green Green 11/01/17 - Automatic Renewal 4 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Endangered FIP 03/05/12 11/01/17 - Automatic Renewal 4 Western States Insulators and Allied Workers Pension 51-0155190 001 Green Green 11/01/17 - Automatic Renewal 4 All Others 9,414 8,708 (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for Fitzpatrick Nuclear Plant. The GPPMA Agreements are annual agreements that automatically renew each year. (2) Defined Benefit Plans for Unions employed through the Southern Company Power House Maintenance Agreement. The Southern Company PHMA expires July 31, 2020. The individual Union CBA range from 1 to 3 years in duration. (3) Defined Benefit Plans for Unions employed through the TVA PMMA and Other Agreements. The TVA Labor Agreements are annual agreements that automatically renew each year. (4) Defined Benefit Plans for Unions employed through the GPPMA agreement for Columbia Generating Station. The GPPMA Agreements are annual agreements that automatically renew each year. (5) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. (6) Defined Benefit Plan for Union employed at Con Ed sites. (7) Defined Benefit Plan for Individual working outside of plan jurisdiction. (8) The Company did not pay a surcharge for any fund last year that was in Critical Status and had not negotiated a preferred schedule. The Company does pay a surcharge/assessment on some funds under the CBA preferred schedule . |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
COMMITMENTS AND CONTINGENCIES. | |
Schedule of future minimum annual lease payments | (in thousands) December 31, 2018 $ 994 2019 900 2020 601 2021 575 2022 562 Thereafter 130 Total $ 3,762 |
MAJOR CUSTOMERS AND CONCENTRA39
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounts receivable | Credit Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | December 31, Customer 2017 2016 Southern Nuclear Operating Company * WECTEC Global Project Services Entergy Services, Inc. * Calpine * *Less than 10% |
Revenue. | Customer Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | Year Ended December 31, Customer 2017 2016 Southern Nuclear Operating Company Tennessee Valley Authority Energy Northwest * Entergy Services, Inc. * All others Total *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
OTHER SUPPLEMENTAL INFORMATION | |
Schedule of other current liabilities | December 31, (in thousands) 2017 2016 Accrued workers compensation $ 878 $ 1,168 Accrued taxes 170 218 Accrued job cost 1,221 3,067 Accrued liquidated damages - 4,400 Accrued legal and professional fees 893 1,381 Accrued interest expense - 1,045 Accrued commercial insurance 1,240 319 Other accrued expenses 1,150 539 Total $ 5,552 $ 12,137 |
SELECTED QUARTERLY FINANCIAL 41
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | |
Summary of the quarterly operating results | (in thousands, except per share data) First Second Third Fourth 2017 Year Ended December 31, 2017 Quarter Quarter Quarter Quarter Total Revenue $ 45,632 $ 57,981 $ 39,040 $ 44,329 $ 186,982 Gross profit (1,555) 6,754 4,760 7,967 17,926 Loss from continuing operations (11,625) (5,430) (9,786) (3,178) (30,019) Loss per common share from continuing operations: Basic $ (0.67) $ (0.31) $ (0.55) $ (0.18) $ (1.70) Diluted $ (0.67) $ (0.31) $ (0.55) $ (0.18) $ (1.70) (in thousands, except per share data) First Second Third Fourth 2016 Year Ended December 31, 2016 Quarter Quarter Quarter Quarter Total Revenue $ 68,729 $ 55,809 $ 47,364 $ 59,105 $ 231,007 Gross profit 9,604 5,464 6,676 9,488 31,232 Loss from continuing operations (8,072) (18,279) (7,001) (3,487) (36,839) Loss per common share from continuing operations: Basic $ (0.47) $ (1.05) $ (0.40) $ (0.20) $ (2.12) Diluted $ (0.47) $ (1.05) $ (0.40) $ (0.20) $ (2.12) |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ in Thousands | Apr. 13, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Net loss (including discontinued operations) | $ (56,523) | $ (43,613) | |
Cash flow from operations (including discontinued operations) | (30,910) | (3,623) | |
General and administrative expenses | $ 35,984 | $ 43,424 | |
Centre Lane Term Facility Fourth Limited Waiver and Fourth Amendment | Subsequent Event | |||
Receipts threshhold overwhich loans must be prepaid | $ 500 | ||
Incremental loan commitment | 3,000 | ||
Incremental loan commitment, minimum borrowing | $ 1,000 |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Oct. 10, 2017segment | Nov. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Participation interest rate | 25.00% | |||||
Number of reportable segments | segment | 3 | |||||
Percentage of revenue | 96.50% | |||||
Cash and cash equivalents deposited with financial institutions | $ 4,594 | $ 2,805 | $ 22,239 | |||
Allowance for Doubtful Accounts Receivable, Current | 1,568 | 1,008 | ||||
Accounts receivable, net | 26,060 | 22,005 | ||||
Reclassification of translation (gain) loss related to sale of foreign subsidiaries | (6,622) | |||||
Restricted Cash | ||||||
Restricted cash | $ 11,562 | 8,765 | ||||
Minimum | ||||||
Vesting period | 1 year | |||||
Maximum | ||||||
Product warranty term | 2 years | |||||
Vesting period | 4 years | |||||
ASU 2016-09 | ||||||
Increase in deferred tax assets | $ 2,600 | |||||
Increases in valuation allowance | 2,600 | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 194 | |||||
Collateral for Letter of Credit and Credit Card Obligations | ||||||
Restricted Cash | ||||||
Restricted cash | 9,700 | 8,100 | ||||
Escrow Deposit For Indemnities Claim | ||||||
Restricted Cash | ||||||
Restricted cash | 1,900 | $ 700 | ||||
Westinghouse | Services | ||||||
Accounts receivable | $ 8,700 | |||||
Cash payment received | $ 6,400 | |||||
Allowance for Doubtful Accounts Receivable, Current | 200 | |||||
Accounts receivable, net | 2,100 | |||||
Other Noncurrent Assets | ||||||
Equity method investment | 200 | |||||
Equity Method Investee | ||||||
Advances | $ 2,200 |
CHANGES IN BUSINESS (Details)
CHANGES IN BUSINESS (Details) - USD ($) $ in Thousands | Mar. 21, 2018 | Oct. 31, 2017 | Oct. 11, 2017 | Jan. 13, 2017 | Dec. 22, 2016 | Jul. 29, 2016 | Jan. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Income (loss) before income taxes | |||||||||||
Loss from discontinued operations before income tax expense (benefit) | $ (25,318) | $ (6,479) | |||||||||
Income tax expense (benefit) | 1,186 | 295 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (26,504) | (6,774) | |||||||||
Income (loss) before income taxes | (36,386) | (35,432) | |||||||||
(Gain) loss on sale of business and net assets held for sale | 239 | (8,255) | |||||||||
Repayments of Long-term Debt | 202,353 | 141,076 | |||||||||
Proceeds from sale of property, plant and equipment | 2 | ||||||||||
Repayment of debt | $ 2,500 | ||||||||||
Disposed of by sale | Hetsco Inc. | |||||||||||
Assets: | |||||||||||
Accounts receivable | 4,739 | ||||||||||
Other current assets | 642 | ||||||||||
Total assets of discontinued operations | 22,832 | ||||||||||
Property, plant and equipment, net | 1,230 | ||||||||||
Goodwill and other intangible assets | 16,221 | ||||||||||
Liabilities: | |||||||||||
Accounts payable | 355 | ||||||||||
Accrued liabilities | 796 | ||||||||||
Current liabilities of discontinued operations | 1,151 | ||||||||||
Disposed of by sale | Services | Hetsco Inc. | |||||||||||
Income (loss) before income taxes | |||||||||||
Write-down of assets held for sale | 8,300 | ||||||||||
Income (loss) before income taxes | 489 | (7,713) | |||||||||
(Gain) loss on sale of business and net assets held for sale | $ 239 | ||||||||||
Proceeds from sale of business | $ 23,200 | ||||||||||
Escrow deposit | 1,500 | ||||||||||
Repayment of debt | $ 20,200 | ||||||||||
Discontinued operations disposed of by sale | Mechanical Solutions | |||||||||||
Income (loss) before income taxes | |||||||||||
Gain on sale of from disposal of discontinued operations | 6,332 | ||||||||||
Discontinued operations disposed of by sale | Mechanical Solutions | NETHERLANDS | |||||||||||
Income (loss) before income taxes | |||||||||||
Carrying value of property, plant and equipment | $ 500 | 500 | |||||||||
Impairment charge | 200 | ||||||||||
Fair value of property, plant and equipment | 300 | 300 | |||||||||
Discontinued operations disposed of by sale | Mechanical Solutions | |||||||||||
Income (loss) before income taxes | |||||||||||
Revenue | 52,461 | 112,022 | |||||||||
Cost of revenue | $ 42,811 | 96,515 | |||||||||
Proceeds from sale of business | $ 43,000 | ||||||||||
Net proceeds | 40,900 | ||||||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Mexico | |||||||||||
Income (loss) before income taxes | |||||||||||
Proceeds from sale of property, plant and equipment | $ 3,600 | ||||||||||
Discontinued operations disposed of by sale | Mechanical Solutions | NETHERLANDS | |||||||||||
Income (loss) before income taxes | |||||||||||
Transition services period | 9 months | ||||||||||
Transition services expense | $ 200 | ||||||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Centre Lane Term Facility | |||||||||||
Income (loss) before income taxes | |||||||||||
Repayments of Long-term Debt | $ 34,000 | ||||||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Centre Lane Term Facility | Mexico | |||||||||||
Income (loss) before income taxes | |||||||||||
Repayments of Long-term Debt | $ 1,900 | ||||||||||
Discontinued operations disposed of by sale | Mechanical Solutions | TOG Holdings Inc | |||||||||||
Income (loss) before income taxes | |||||||||||
(Gain) loss on sale of business and net assets held for sale | 500 | ||||||||||
Proceeds from sale of business | $ 6,000 | ||||||||||
Escrow deposit | 800 | ||||||||||
Selling expense | 400 | ||||||||||
Repayment of debt | $ 4,800 | ||||||||||
Period of release of amount held in escrow | 18 months | ||||||||||
Discontinued operations disposed of by sale | Subsequent Event | Mechanical Solutions | NETHERLANDS | |||||||||||
Income (loss) before income taxes | |||||||||||
Proceeds from sale of property, plant and equipment | $ 300 | ||||||||||
Discontinued operations disposed of by sale | Subsequent Event | Mechanical Solutions | TOG Holdings Inc | |||||||||||
Income (loss) before income taxes | |||||||||||
Release of escrow | $ 700 | ||||||||||
Escrow utilized for working capital adjustments | $ 100 | ||||||||||
Discontinued operations, held-for-sale or disposed of by sale | |||||||||||
Assets: | |||||||||||
Accounts receivable | 12,296 | 12,296 | 37,274 | ||||||||
Inventories, net | 178 | 178 | 3,927 | ||||||||
Costs and estimated earnings in excess of billings | 11,325 | 11,325 | 34,628 | ||||||||
Other current assets | 493 | 493 | 3,218 | ||||||||
Total assets of discontinued operations | 27,922 | 27,922 | 79,047 | ||||||||
Property, plant and equipment, net | 9,536 | ||||||||||
Property, plant and equipment, net | 3,630 | 3,630 | |||||||||
Goodwill and other intangible assets | 13,357 | ||||||||||
Other long-term assets | 978 | ||||||||||
Long-term assets of discontinued operations | 23,871 | ||||||||||
Total assets of discontinued operations | 27,922 | 27,922 | 102,918 | ||||||||
Liabilities: | |||||||||||
Accounts payable | 7,004 | 7,004 | 9,438 | ||||||||
Accrued compensation and benefits | 1,191 | 1,191 | 3,159 | ||||||||
Billings in excess of costs and estimated earnings | 948 | 948 | 1,011 | ||||||||
Accrued warranties | 1,166 | 1,166 | 5,806 | ||||||||
Other current liabilities | 18,493 | 18,493 | 21,778 | ||||||||
Current liabilities of discontinued operations | 28,802 | 28,802 | 41,192 | ||||||||
Other long-term Liabilities | 2,520 | ||||||||||
Liability for uncertain tax positions | 3,110 | 3,110 | 3,177 | ||||||||
Long-term liabilities of discontinued operations | 3,110 | 3,110 | 5,697 | ||||||||
Total liabilities of discontinued operations | 31,912 | 31,912 | 46,889 | ||||||||
Income (loss) before income taxes | |||||||||||
Revenue | 105,403 | 187,581 | |||||||||
Cost of revenue | 109,043 | 169,824 | |||||||||
Selling and marketing expenses | 4,035 | 6,644 | |||||||||
General and administrative expenses | 14,314 | 17,373 | |||||||||
Other | (48) | 219 | |||||||||
Loss from discontinued operations before income tax expense (benefit) | (25,318) | (6,479) | |||||||||
Income tax expense (benefit) | 1,186 | 295 | |||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | (26,504) | (6,774) | |||||||||
Discontinued operations, held-for-sale | Electrical Solutions | |||||||||||
Assets: | |||||||||||
Goodwill and other intangible assets | 0 | 0 | |||||||||
Income (loss) before income taxes | |||||||||||
Write-down of assets held for sale | $ 9,709 | 9,709 | |||||||||
Discontinued operations, held-for-sale | Electrical Solutions | |||||||||||
Income (loss) before income taxes | |||||||||||
Revenue | 52,942 | 75,559 | |||||||||
Cost of revenue | $ 66,232 | $ 73,309 |
PROPERTY, PLANT AND EQUIPMENT45
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 14,229 | $ 11,423 |
Less accumulated depreciation | (12,517) | (8,364) |
Property, plant and equipment, net | 1,712 | 3,059 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 582 | 607 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 5 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 39 years | |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 3,969 | 3,921 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 12 years | |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 9,236 | 6,400 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 2 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 10 years | |
Construction-in-Progress | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 442 | $ 495 |
PROPERTY, PLANT AND EQUIPMENT D
PROPERTY, PLANT AND EQUIPMENT Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
PROPERTY, PLANT AND EQUIPMENT | ||
Depreciation expense | $ 1,700 | |
Impairment charges | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE47
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in goodwill allocated to reportable segments | ||
Goodwill, Beginning Balance | $ 35,400 | $ 47,587 |
Goodwill reclassified to assets held for sale | 12,187 | |
Adjustments | 0 | |
Goodwill, Ending Balance | $ 35,400 | $ 35,400 |
GOODWILL AND OTHER INTANGIBLE48
GOODWILL AND OTHER INTANGIBLE ASSETS Future Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization of Intangible Assets | $ 1,100 | |
Goodwill, Impairment Loss | $ 0 | 0 |
Accumulated impairment charges | 4,200 | |
Trade names | ||
Indefinite lived intangible assets | 12,500 | 12,500 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Impairment of intangible assets | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income before income taxes | ||
Domestic | $ (35,993) | $ (34,942) |
Foreign | (393) | (490) |
Loss from continuing operations | (36,386) | (35,432) |
Loss from discontinued operations | (25,318) | (6,479) |
Loss before income tax expense (benefit) | $ (61,704) | $ (41,911) |
INCOME TAXES Expense by jurisdi
INCOME TAXES Expense by jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | ||
State | (1) | 33 |
Foreign | 404 | 1,153 |
Total current | 403 | 1,186 |
Deferred: | ||
Federal | (7,369) | 904 |
State | 110 | 110 |
Foreign | 1,675 | (498) |
Total deferred | (5,584) | 516 |
Income tax expense (benefit) | $ (5,181) | $ 1,702 |
INCOME TAXES Continuing and dis
INCOME TAXES Continuing and discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
INCOME TAXES | ||
Continuing operations | $ (6,367) | $ 1,407 |
Discontinued operations | 1,186 | 295 |
Income tax expense (benefit) | $ (5,181) | $ 1,702 |
INCOME TAXES Effective tax rate
INCOME TAXES Effective tax rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount | |||
Tax expense (benefit) computed at the maximum U.S. statutory rate, amount | $ (12,735) | $ (12,401) | |
Difference resulting from state income taxes, net of federal income tax benefits, amount | (772) | (1,392) | |
Foreign tax rate differences, amount | 138 | 171 | |
Deferred tax impacts of the Tax Act, amount | (5,430) | ||
Non-deductible business disposition costs, amount | 4,266 | ||
Non-deductible expenses, other, amount | 236 | 214 | |
Transition tax from Tax Act inclusion | 2,587 | ||
Change in net operating loss carryforward, amount | 889 | 2 | |
Change in valuation allowance, amount | 7,165 | 14,842 | |
Change in accrual for uncertain tax positions, amount | (31) | (52) | |
Change in foreign tax credits, amount | (74) | 50 | |
Stock-based compensation (ASU 2016-09), amount | (2,588) | ||
Other, net, amount | (18) | (27) | |
Total tax expense (benefit), amount | $ (6,367) | $ 1,407 | |
Effective Income Tax Rate Reconciliation, Percent | |||
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 21.00% | 35.00% | 35.00% |
Difference resulting from state income taxes, net of federal income tax benefits, percentage | 2.10% | 3.90% | |
Foreign tax rate differences, percentage | (0.40%) | (0.50%) | |
Deferred tax impacts of the Tax Act (as a percent) | 14.90% | ||
Non-deductible business disposition costs, percentage | (11.70%) | ||
Non-deductible expenses, other, percentage | (0.60%) | (0.60%) | |
Non-deductible expenses, transition tax from Tax Act inclusion (as a percent0 | (7.10%) | ||
Change in net operating loss carryforward, percentage | (2.40%) | ||
Change in valuation allowance, percentage | (19.70%) | (41.90%) | |
Change in accrual for uncertain tax positions, percentage | 0.10% | 0.10% | |
Change in foreign tax credits, percentage | 0.20% | (0.10%) | |
Stock-based compensation (ASU 2016-09) (as a percent) | 7.10% | ||
Other, net, percentage | 0.00% | 0.10% | |
Total tax expense (benefit), percentage | 17.50% | (4.00%) |
INCOME TAXES Deferred Income Ta
INCOME TAXES Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Assets: | |||
Cost in excess of identifiable net assets of business acquired | $ 7,534 | $ 6,313 | |
Reserves and other accruals | 5,555 | 7,591 | |
Tax credit carryforwards | 12,564 | 11,926 | |
Accrued compensation and benefits | 2,509 | 3,782 | |
State net operating loss carryforwards | 8,937 | 6,147 | |
Federal net operating loss carryforwards | 38,990 | 50,697 | |
Gain/loss on assets held for sale | 1,393 | 3,150 | |
Other | 349 | ||
Total | 77,482 | 89,955 | |
Liabilities: | |||
Undistributed foreign earnings | (2,624) | ||
Indefinite-lived intangibles | (10,075) | (17,321) | |
Property and equipment | (262) | (43) | |
Other | (720) | ||
Net deferred tax assets | 66,425 | 69,967 | |
Valuation allowance for net deferred tax assets | (76,346) | (86,158) | |
Net deferred tax liability after valuation allowance | $ (9,921) | $ (16,191) | |
Statutory tax rate (as a percent) | 21.00% | 35.00% | 35.00% |
Net reduction valuation allowance due to re-measurement of deferred tax assets and liabilities in compliance with Tax Act | $ 9,800 | $ 16,900 | |
Provisional liability of the Transition Tax | 2,600 | ||
Income benefit due to re-measurement of U.S net deferred tax liabilities | 5,400 | ||
Amount of future financial taxable income needed to realize deferred tax assets | $ 246,600 |
INCOME TAXES NOL and tax credit
INCOME TAXES NOL and tax credit carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Operating Loss Carryforwards | |
Percentage of post 2017 NOLs, deductible | 80.00% |
Federal. | |
Operating Loss Carryforwards | |
Net operating loss carryforwards | $ 184.4 |
Federal. | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 1, 2026 |
Federal. | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2037 |
State | |
Operating Loss Carryforwards | |
Net operating loss carryforwards | $ 232.7 |
State | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 1, 2018 |
State | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2037 |
Foreign | |
Operating Loss Carryforwards | |
Net operating loss carryforwards | $ 5.2 |
Expiration date | Dec. 31, 2027 |
Tax credit carryforward | $ 10.2 |
Foreign | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 1, 2018 |
Foreign | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2026 |
INCOME TAXES Valuation allowanc
INCOME TAXES Valuation allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance | ||
Valuation allowance for net deferred tax assets | $ (76,346) | $ (86,158) |
Undistributed earnings of the foreign subsidiaries | 2,000 | |
Deferred tax liability, undistributed foreign earnings | 2,624 | |
Incremental deferred tax liability | $ 300 | |
Provisional estimate of one-time transition tax | 2,600 | |
Deemed repatriation of foreign earnings | 16,700 | |
Discontinued operations disposed of by sale | Mechanical Solutions | ||
Valuation Allowance | ||
Undistributed earnings of the foreign subsidiaries | $ 16,300 |
INCOME TAXES Uncertain tax posi
INCOME TAXES Uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | $ 4,150 | $ 4,515 |
Change in unrecognized tax benefits taken during a prior period | (687) | |
Change in unrecognized tax benefits during the current period | 245 | |
Reductions to unrecognized tax benefits from lapse of statutes of limitations | (135) | (610) |
Unrecognized tax benefits at December 31 | 3,328 | 4,150 |
Unrecognized tax benefits that would affect the effective tax rate | 500 | 500 |
Maximum uncertain tax positions expected to lapse in 2016 | 700 | |
Interest and penalties related to uncertain income tax positions | 2,000 | 2,000 |
Continuing Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 2,653 | |
Unrecognized tax benefits at December 31 | 1,901 | 2,653 |
Discontinued Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 1,497 | |
Unrecognized tax benefits at December 31 | $ 1,427 | $ 1,497 |
United States | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2,006 | |
Mexico. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2,012 | |
China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2,009 | |
The Netherlands | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2,014 |
UNCOMPLETED CONTRACTS (Details)
UNCOMPLETED CONTRACTS (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Costs, earnings and billings related to uncompleted contracts | ||
Costs incurred on uncompleted contracts | $ 164,076 | $ 184,671 |
Earnings recognized on uncompleted contracts | 17,304 | 24,041 |
Total | 181,380 | 208,712 |
Less - billings to date | (176,942) | (196,387) |
Net | 4,438 | 12,325 |
Costs and estimated earnings in excess of billings | 11,487 | 18,068 |
Billings in excess of costs and estimated earnings | $ (7,049) | $ (5,743) |
DEBT (Details)
DEBT (Details) | Apr. 13, 2018USD ($) | Mar. 30, 2018 | Oct. 31, 2017USD ($) | Oct. 11, 2017USD ($) | Aug. 17, 2017USD ($) | Jun. 16, 2017USD ($)item | Dec. 22, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2017 | Dec. 31, 2013USD ($) | Feb. 29, 2012USD ($) | Jun. 13, 2008EUR (€) |
Debt Instrument [Line Items] | |||||||||||||
Effective rate on outstanding debt | 20.30% | ||||||||||||
Repayment of revolving credit facility | $ 2,500,000 | ||||||||||||
Repayments of long-term debt | $ 202,353,000 | $ 141,076,000 | |||||||||||
Term loan, net Proceeds from borrowing | 171,599,000 | 116,418,000 | |||||||||||
Proceeds from sale of property, plant and equipment | 2,000 | ||||||||||||
Long-term debt, net | 24,304,000 | 45,341,000 | |||||||||||
Restricted cash | 11,562,000 | 8,765,000 | |||||||||||
Amortization of deferred financing costs | 5,624,000 | 231,000 | |||||||||||
Collateral For Letter Of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Restricted cash | 9,500,000 | 7,900,000 | |||||||||||
Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 150,000,000 | $ 100,000,000 | |||||||||||
Long-term debt | 0 | 45,300,000 | |||||||||||
Unamortized deferred financing costs | 0 | ||||||||||||
Revolving Credit Facility | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of deferred financing costs | 100,000 | 200,000 | |||||||||||
Letters of credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate on letters of credit issued under the revolving letter of credit sublimit | 8.50% | ||||||||||||
Stand-by letters of credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding letters of credit | 9,000,000 | 11,800,000 | |||||||||||
Amounts drawn upon letters of credit | 0 | ||||||||||||
ABN AMRO Credit Facility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | € | € 14,000,000 | ||||||||||||
ABN AMRO credit facility, overdraft facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | € | 1,000,000 | ||||||||||||
ABN AMRO credit facility, contingent liability facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | € | € 13,000,000 | ||||||||||||
Surety bonds | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding surety bond | 32,500,000 | 32,700,000 | |||||||||||
Centre Lane Term Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan, term | 4 years 6 months | ||||||||||||
Term loan, closing date | Jun. 16, 2017 | ||||||||||||
Term loan, maturity date | Dec. 16, 2021 | ||||||||||||
Proceeds from (Repayments of) Debt | $ 15,300,000 | ||||||||||||
Term loan, upfront fee | 7.00% | ||||||||||||
Term loan, annual administrative fee | $ 25,000 | ||||||||||||
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% | ||||||||||||
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. | ||||||||||||
Term loan, mandatory prepayment | $ 500,000 | ||||||||||||
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 | $ 45,000,000 | 25,189,000 | |||||||||||
Unamortized deferred financing costs | (885,000) | ||||||||||||
Long-term debt, net | 24,304,000 | ||||||||||||
Amortization of deferred financing costs | 5,600,000 | ||||||||||||
Centre Lane Term Facility | Minimum voluntary prepayment | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan, periodic principal repayment | 1,000,000 | ||||||||||||
Centre Lane Term Facility | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Percentage payment of the net cash proceeds from sale of office buildings | 100.00% | ||||||||||||
Centre Lane Term Facility | Majority Shareholder | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan, Proceeds from related party debt | $ 6,000,000 | ||||||||||||
Centre Lane Term Facility | First Out Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan, maturity date | Sep. 30, 2018 | ||||||||||||
Upfront fee (as a percent) | 7.00% | ||||||||||||
Term loan, exit fee (as a percent) | 7.00% | ||||||||||||
Term loan | $ 10,000,000 | ||||||||||||
Centre Lane Term Facility | Payment In Cash | LIBOR-based loans | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan, interest rate | 9.00% | ||||||||||||
Centre Lane Term Facility | Payment In Kind PIK | LIBOR-based loans | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan, interest rate | 10.00% | ||||||||||||
Centre Lane Term Facility | Upfront Fee Payment In Kind PIK | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan, interest rate | 19.00% | ||||||||||||
Centre Lane Term Facility Fourth Limited Waiver and Fourth Amendment | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Incremental loan commitment | $ 3,000,000 | ||||||||||||
Incremental loan commitment, minimum borrowing | $ 1,000,000 | ||||||||||||
Incremental loan commitment, unused line fee (as a percent) | 1.00% | ||||||||||||
Incremental loan commitment, exit fee | $ 500,000 | ||||||||||||
Term loan, interest rate | 50.00% | ||||||||||||
Prepayment requirement related to future extraordinary cash receipts, waived | $ 3,700,000 | ||||||||||||
Centre Lane Term Facility Fourth Limited Waiver and Fourth Amendment | LIBOR-based loans | Subsequent Event | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term loan, interest rate | 19.00% | ||||||||||||
Discontinued operations disposed of by sale | Mexico | Mechanical Solutions | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from sale of property, plant and equipment | $ 3,600,000 | ||||||||||||
Discontinued operations disposed of by sale | Centre Lane Term Facility | Mechanical Solutions | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of long-term debt | $ 34,000,000 | ||||||||||||
Discontinued operations disposed of by sale | Centre Lane Term Facility | Mexico | Mechanical Solutions | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of long-term debt | $ 1,900,000 | ||||||||||||
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% | ||||||||||||
Other Noncurrent Assets | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Unamortized deferred financing costs | $ (100,000) | ||||||||||||
Other long-term liabilities | Centre Lane Term Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Unamortized deferred financing costs | $ (885,000) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||||||
Common stock, shares outstanding | 17,946,386 | 17,485,941 | 17,946,386 | 17,485,941 | ||||||
Net (loss) income (basic and diluted): | ||||||||||
Loss from continuing operations | $ (3,178) | $ (9,786) | $ (5,430) | $ (11,625) | $ (3,487) | $ (7,001) | $ (18,279) | $ (8,072) | $ (30,019) | $ (36,839) |
Basic loss per common share: | ||||||||||
Weighted average common shares outstanding | 17,657,372 | 17,348,286 | ||||||||
Basic loss per common share (in dollars per share) | $ (0.18) | $ (0.55) | $ (0.31) | $ (0.67) | $ (0.20) | $ (0.40) | $ (1.05) | $ (0.47) | $ (1.70) | $ (2.12) |
Diluted loss per common share: | ||||||||||
Weighted average common shares outstanding | 17,657,372 | 17,348,286 | ||||||||
Diluted effect: | ||||||||||
Weighted average diluted common shares outstanding | 17,657,372 | 17,348,286 | ||||||||
Diluted loss per common share | $ (0.18) | $ (0.55) | $ (0.31) | $ (0.67) | $ (0.20) | $ (0.40) | $ (1.05) | $ (0.47) | $ (1.70) | $ (2.12) |
Restricted Stock | Service vesting | ||||||||||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||||||
Unvested restricted stock included in reportable shares | 91,971 | 318,722 | 91,971 | 318,722 | ||||||
Restricted Stock | Service vesting | Director | ||||||||||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||||||
Unvested restricted stock included in reportable shares | 15,279 | 36,073 | 15,279 | 36,073 |
EARNINGS PER SHARE Antidulitive
EARNINGS PER SHARE Antidulitive (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock | Service vesting | ||
Anti-dilutive shares | 35,403 | 108,784 |
Restricted Stock | Performance And Market Vesting | ||
Anti-dilutive shares | 404,515 | 931,253 |
Stock options | ||
Anti-dilutive shares | 122,000 | 122,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands | May 31, 2017$ / sharesshares | Sep. 30, 2017$ / sharesshares | Dec. 31, 2017USD ($)plan$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | May 31, 2015shares |
Stock-based compensation | |||||
Number of equity incentive plans | plan | 2 | ||||
Related excess tax benefit | $ | $ 0 | $ 0 | |||
Restricted Stock | |||||
Stock-based compensation | |||||
Unrecognized compensation expense related to unvested restricted stock award | $ | $ 1,500 | ||||
Weighted average recognized period | 1 year | ||||
Fair value of share vested | $ | $ 2,200 | $ 900 | |||
Weighted average grant date fair value | $ / shares | $ 4.37 | $ 2.78 | |||
Restricted Stock | Service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 46,600 | ||||
Vested (in shares) | 383,425 | ||||
Weighted average grant date fair value | $ / shares | $ 6.89 | $ 6.48 | |||
Restricted Stock | Modified service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 372,182 | 188,508 | |||
Vested (in shares) | 120,655 | ||||
Weighted average grant date fair value | $ / shares | $ 4.40 | ||||
Cumulative effect of compensation expense reversal | $ | $ 300 | ||||
Restricted Stock | Market-based vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 27,000 | ||||
Vested (in shares) | 221,254 | ||||
Weighted average grant date fair value | $ / shares | $ 2.97 | $ 3.34 | |||
Restricted Stock | Performance vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 0 | 0 | |||
Liabilities-Classified Awards | Service vesting | Other long-term liabilities | |||||
Stock-based compensation | |||||
Liability | $ | $ 700 | ||||
2011 Plan | Restricted Stock | Performance vesting | |||||
Stock-based compensation | |||||
Weighted average grant date fair value | $ / shares | $ 13.20 | ||||
Vesting period | 3 years | ||||
2015 Plan | Restricted Stock | |||||
Stock-based compensation | |||||
Stock based award, number of shares authorized for issuance | 1,000,000 | ||||
Stock based award, number of shares available for future award | 218,622 | ||||
2015 Plan | Restricted Stock | Market-based vesting | |||||
Stock-based compensation | |||||
Term | 3 years | ||||
2015 Plan | Liabilities-Classified Awards | Service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 295,376 | ||||
Weighted average grant date fair value | $ / shares | $ 4.30 | ||||
Initial value | $ | $ 900 | $ 1,700 | |||
Vesting period | 2 years | ||||
2015 Plan | Liabilities-Classified Awards | Service vesting | Other long-term liabilities | |||||
Stock-based compensation | |||||
Liability | $ | $ 100 | ||||
2015 Plan | Liabilities-Classified Awards | Modified service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 304,329 | ||||
2015 Plan | Liabilities-Classified Awards | Market-based vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 332,469 | ||||
Weighted average grant date fair value | $ / shares | $ 4.67 | ||||
2015 Plan | Liabilities-Classified Awards | Market-based vesting | Other long-term liabilities | |||||
Stock-based compensation | |||||
Liability | $ | $ 200 | ||||
Outside of 2015 Plan | Restricted Stock | |||||
Stock-based compensation | |||||
Granted (in shares) | 73,600 | 139,700 | |||
Outside of 2015 Plan | Restricted Stock | Service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 46,600 | ||||
Vesting period | 2 years | ||||
Outside of 2015 Plan | Restricted Stock | Modified service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 67,853 | ||||
Outside of 2015 Plan | Restricted Stock | Market-based vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 27,000 | ||||
Vesting period | 2 years | ||||
Common stock price goals | $ / shares | $ 6 | ||||
Threshold consecutive trading days | 30 days | ||||
General and administrative expenses | |||||
Stock-based compensation | |||||
Share-based compensation expense | $ | $ 2,600 | $ 1,700 |
STOCK-BASED COMPENSATION Activi
STOCK-BASED COMPENSATION Activity (Details) - USD ($) | May 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Restricted Stock | ||||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 2.78 | $ 2.78 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 4.37 | $ 2.78 | ||
Restricted Stock | Service vesting | ||||
Number of Shares | ||||
Unvested restricted units at the beginning of the period (in shares) | 318,722 | 318,722 | ||
Granted (in shares) | 46,600 | |||
Vesting (in shares) | (383,425) | |||
Forfeited (in shares) | (78,434) | |||
Unvested restricted units at the end of the period (in shares) | 91,971 | 318,722 | ||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 6.48 | $ 6.48 | ||
Granted (in dollars per share) | 4.30 | |||
Vested (in dollars per share) | 5.27 | |||
Forfeited (in dollars per share) | 5.92 | |||
Unvested restricted stock at the end of the period (in dollars per share) | $ 6.89 | $ 6.48 | ||
Restricted Stock | Modified service vesting | ||||
Number of Shares | ||||
Granted (in shares) | 372,182 | 188,508 | ||
Vesting (in shares) | (120,655) | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Granted (in dollars per share) | $ 4.30 | |||
Unvested restricted stock at the end of the period (in dollars per share) | $ 4.40 | |||
Restricted Stock | Market-based vesting | ||||
Number of Shares | ||||
Unvested restricted units at the beginning of the period (in shares) | 922,759 | 922,759 | ||
Granted (in shares) | 27,000 | |||
Vesting (in shares) | (221,254) | |||
Forfeited (in shares) | (335,703) | |||
Unvested restricted units at the end of the period (in shares) | 404,304 | 922,759 | ||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 3.34 | $ 3.34 | ||
Granted (in dollars per share) | 4.67 | |||
Vested (in dollars per share) | 2.91 | |||
Forfeited (in dollars per share) | 4.17 | |||
Unvested restricted stock at the end of the period (in dollars per share) | $ 2.97 | $ 3.34 | ||
Fair Value Assumptions | ||||
Expected term (years) | 1 year 11 months 12 days | |||
Expected volatility | 35.90% | |||
Expected dividend yield | 0.00% | |||
Risk-free interest rate | 1.41% | |||
Restricted Stock | Market-based vesting | Minimum | ||||
Fair Value Assumptions | ||||
Expected term (years) | 1 year 11 months 12 days | |||
Restricted Stock | Modified Market Based Vesting | ||||
Weighted-Average Grant Date Fair Value per Share | ||||
Modified (in dollars per share) | $ 4.67 | |||
Restricted Stock | Performance vesting | ||||
Number of Shares | ||||
Granted (in shares) | 0 | 0 | ||
Restricted Stock | 2015 Plan | Modified Market Based Vesting | ||||
Number of Shares | ||||
Granted (in shares) | 11,502 | |||
Restricted Stock | 2011 Plan | Performance vesting | ||||
Number of Shares | ||||
Unvested restricted units at the end of the period (in shares) | 211 | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the end of the period (in dollars per share) | $ 13.20 | |||
Fair Value Assumptions | ||||
Vesting period | 3 years | |||
Liabilities-Classified Awards | 2015 Plan | Service vesting | ||||
Number of Shares | ||||
Granted (in shares) | 295,376 | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the end of the period (in dollars per share) | $ 4.30 | |||
Fair Value Assumptions | ||||
Vesting period | 2 years | |||
Liabilities-Classified Awards | 2015 Plan | Modified service vesting | ||||
Number of Shares | ||||
Granted (in shares) | 304,329 | |||
Liabilities-Classified Awards | 2015 Plan | Market-based vesting | ||||
Number of Shares | ||||
Granted (in shares) | 332,469 | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the end of the period (in dollars per share) | $ 4.67 |
STOCK-BASED COMPENSATION CEO St
STOCK-BASED COMPENSATION CEO Stock Options (Details) - Stock options - Former Chief Executive Office [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term | 5 years |
Options | |
Outstanding at beginning of the year (in shares) | 122,000 |
Outstanding at end of the year (in shares) | 122,000 |
Exercisable (in shares) | 122,000 |
Weighted-Average Exercise Price | |
Outstanding at beginning of the year (in dollars per share) | $ / shares | $ 13.85 |
Outstanding at end of the year (in dollars per share) | $ / shares | 13.85 |
Exercisable (in dollars per share) | $ / shares | $ 13.85 |
Weighted-Average Remaining Contract Term | |
Outstanding at end of the year (in years) | 2 years 7 months 15 days |
Exercisable (in years) | 2 years 7 months 15 days |
Weighted average fair value of stock option on the date of grant | $ / shares | $ 2.58 |
Immediate vesting | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in shares) | 32,000 |
Remaining vesting ratable over ten month | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in shares) | 90,000 |
Vesting period | 10 months |
STOCK-BASED COMPENSATION CEO 64
STOCK-BASED COMPENSATION CEO Stock Options Volatility (Details) - Restricted Stock - Market-based vesting | 12 Months Ended |
Dec. 31, 2017 | |
Assumptions used to estimate the fair value of market-based restricted stock awards granted | |
Expected term (years) | 1 year 11 months 12 days |
Expected volatility | 35.90% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 1.41% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.41% |
Minimum | |
Assumptions used to estimate the fair value of market-based restricted stock awards granted | |
Expected term (years) | 1 year 11 months 12 days |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)item | Dec. 31, 2016USD ($) | |
Defined Contribution Plan | ||
Defined Contribution Plan 401(k) | $ | $ 700,000 | $ 1,300,000 |
Multiemployer Pension Plans | ||
Number of multiemployer pension plans | item | 65 | |
Maximum amount of lump sum distributions when fund is in critical state | $ | $ 5,000 | |
Minimum | ||
Multiemployer Pension Plans | ||
Number of union multiemployer pension plans | item | 150 |
EMPLOYEE BENEFIT PLANS Employer
EMPLOYEE BENEFIT PLANS Employer plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Participation in the multiemployer pension plans | ||
Contributions by Global Power | $ 9,414 | $ 8,708 |
Boilermaker-Blacksmith National Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 486,168,020 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 1,681 | $ 1,113 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Central Pension Fund of the IUOE and Participating Employers | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 366,052,390 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 99 | $ 143 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Central States, Southeast, and Southwest Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 366,044,243 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 44 | $ 107 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Excavators Union Local 731 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 131,809,825 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 321 | $ 273 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Apr. 30, 2022 | |
IBEW Local 1579 Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 581,254,974 | |
Multiemployer Plans, Certified Zone Status | Other | Green |
Contributions by Global Power | $ 326 | $ 459 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Insulators Local No. 96 Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 586,110,889 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 64 | $ 24 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626,098,036 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 150 | $ 234 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 30, 2017 | |
IUPAT Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526,073,909 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 1,772 | $ 1,374 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Laborers National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 751,280,827 | |
Multiemployer Plans, Certified Zone Status | Other | Green |
Contributions by Global Power | $ 285 | $ 466 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
National Asbestos Workers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526,038,497 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 1,167 | $ 1,548 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
National Electrical Benefits Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 530,181,657 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 308 | $ 365 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Northwest Sheet Metal Workers Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916,061,344 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 74 | $ 31 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Plumbers and Pipefitters National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526,152,779 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 637 | $ 496 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Plumbers and Steamfitters Local No. 150 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 586,116,699 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 122 | $ 98 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Plumber and Steamfitters Local Union No. 43 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626,101,288 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 6 | $ 295 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Sheet Metal Workers Local No. 177 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626,093,256 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 43 | $ 51 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Sheet Metal Workers' National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526,112,463 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 400 | $ 232 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Southern Ironworkers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 596,227,091 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 36 | $ 71 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Tri-State Carpenters and Joiners Pension Trust Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 620,976,048 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 228 | $ 522 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Washington State Plumbing and Pipefitting Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916,029,141 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 187 | $ 47 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Washington-Idaho Laborers-Employers Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916,123,988 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 177 | $ 47 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Washington-Idaho-Montana Carpenters-Employers Retirement Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916,123,987 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 316 | $ 85 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
Western States Insulators and Allied Workers Pension | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 510,155,190 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Contributions by Global Power | $ 109 | $ 22 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2017 | |
All Others | ||
Participation in the multiemployer pension plans | ||
Contributions by Global Power | $ 862 | $ 605 |
Minimum | ||
Participation in the multiemployer pension plans | ||
Individual union CBA range | 1 year | |
Maximum | ||
Participation in the multiemployer pension plans | ||
Individual union CBA range | 3 years |
COMMITMENTS AND CONTINGENCIES67
COMMITMENTS AND CONTINGENCIES (Detail) $ in Thousands | Dec. 22, 2016USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) | May 06, 2015USD ($) | Mar. 31, 2018USD ($) | May 01, 2017person | Dec. 31, 2015USD ($) | Jul. 29, 2015item |
Number of cases consolidated | item | 2 | ||||||||||||||||
Number of former officers named as defendants | person | 3 | ||||||||||||||||
Revenue | $ 44,329 | $ 39,040 | $ 57,981 | $ 45,632 | $ 59,105 | $ 47,364 | $ 55,809 | $ 68,729 | $ 186,982 | $ 231,007 | |||||||
Revenue recognized | $ 2,800 | ||||||||||||||||
Unsigned disputed change orders | 22,900 | 22,900 | |||||||||||||||
Rental expense on operating leases | 6,800 | 6,000 | |||||||||||||||
Future minimum annual lease payments under these noncancelable operating leases | |||||||||||||||||
2,018 | 994 | 994 | |||||||||||||||
2,019 | 900 | 900 | |||||||||||||||
2,020 | 601 | 601 | |||||||||||||||
2,021 | 575 | 575 | |||||||||||||||
2,022 | 562 | 562 | |||||||||||||||
Thereafter | 130 | 130 | |||||||||||||||
Total | 3,762 | 3,762 | |||||||||||||||
Warranty | |||||||||||||||||
Proceeds | $ 3,000 | ||||||||||||||||
Sale-leaseback transaction, loss recognized | 1,238 | ||||||||||||||||
Leaseback term | 10 years | ||||||||||||||||
Repayment of revolving credit facility | $ 2,500 | ||||||||||||||||
Guarantee obligations | 3,762 | 3,762 | |||||||||||||||
Insurance | |||||||||||||||||
Health and general insurance expenses | 1,900 | 3,200 | |||||||||||||||
Self-insured risk retention accrual | 600 | 900 | 600 | 900 | |||||||||||||
Minimum | |||||||||||||||||
Minimum monetary damages | $ 200,000 | ||||||||||||||||
Liquidated damages | |||||||||||||||||
Loss contingency, maximum liability | $ 31,300 | ||||||||||||||||
Loss contingency, liability as percentage of contract value | 20.00% | ||||||||||||||||
Performance liquidated damages | 0 | 0 | $ 4,400 | ||||||||||||||
Payments to the entity's partner that were withheld by customer | $ 500 | ||||||||||||||||
Revenue | 4,400 | ||||||||||||||||
Liquidated damages | Minimum | |||||||||||||||||
Loss contingency, maximum liability | $ 4,900 | ||||||||||||||||
Liquidated damages incurred | 1,700 | ||||||||||||||||
Liquidated damages | Maximum | |||||||||||||||||
Loss contingency, maximum liability | $ 33,000 | ||||||||||||||||
Possible workers compensation claim | |||||||||||||||||
Insurance | |||||||||||||||||
Outstanding letters of credit | 1,100 | $ 2,600 | 1,100 | $ 2,600 | |||||||||||||
Executive employee | |||||||||||||||||
Insurance | |||||||||||||||||
Employee severance benefits | 3,700 | 3,700 | |||||||||||||||
Non-executive employee | Maximum | |||||||||||||||||
Insurance | |||||||||||||||||
Employee severance benefits | 3,000 | 3,000 | |||||||||||||||
Electrical Solutions | Discontinued operations, held-for-sale | Guarantee obligations | |||||||||||||||||
Future minimum annual lease payments under these noncancelable operating leases | |||||||||||||||||
Total | 9,000 | 9,000 | |||||||||||||||
Warranty | |||||||||||||||||
Guarantee obligations | $ 9,000 | $ 9,000 |
MAJOR CUSTOMERS AND CONCENTRA68
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Details) - Accounts receivable - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% | |
WECTEC Global Project Services | ||
Concentration Risk | ||
Concentration risk percentage | 26.00% | 18.00% |
Entergy Services | ||
Concentration Risk | ||
Concentration risk percentage | 16.00% | |
Calpine | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% |
MAJOR CUSTOMERS AND CONCENTRA69
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK Risk (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue. | Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 22.00% | 10.00% |
Revenue. | Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 22.00% | 29.00% |
Revenue. | Energy Services, Inc. | ||
Concentration Risk | ||
Concentration risk percentage | 15.00% | |
Revenue. | Entergy Services | ||
Concentration Risk | ||
Concentration risk percentage | 17.00% | |
Revenue. | All Others | ||
Concentration Risk | ||
Concentration risk percentage | 41.00% | 44.00% |
Revenue | ||
Concentration Risk | ||
Concentration risk percentage | 100.00% | 100.00% |
OTHER SUPPLEMENTAL INFORMATIO70
OTHER SUPPLEMENTAL INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
OTHER SUPPLEMENTAL INFORMATION. | ||
Accrued workers compensation | $ 878 | $ 1,168 |
Accrued taxes | 170 | 218 |
Accrued job cost | 1,221 | 3,067 |
Accrued liquidated damages | 4,400 | |
Accrued legal and professional fees | 893 | 1,381 |
Accrued interest expense | 1,045 | |
Accrued commercial insurance | 1,240 | 319 |
Other accrued expenses | 1,150 | 539 |
Total | $ 5,552 | $ 12,137 |
SELECTED QUARTERLY FINANCIAL 71
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of the quarterly operating results | |||||||||||
Revenue | $ 44,329 | $ 39,040 | $ 57,981 | $ 45,632 | $ 59,105 | $ 47,364 | $ 55,809 | $ 68,729 | $ 186,982 | $ 231,007 | |
Gross profit | 7,967 | 4,760 | 6,754 | (1,555) | 9,488 | 6,676 | 5,464 | 9,604 | 17,926 | 31,232 | |
Loss from continuing operations | $ (3,178) | $ (9,786) | $ (5,430) | $ (11,625) | $ (3,487) | $ (7,001) | $ (18,279) | $ (8,072) | $ (30,019) | $ (36,839) | |
Loss per common share from continuing operations: | |||||||||||
Basic loss per common share (in dollars per share) | $ (0.18) | $ (0.55) | $ (0.31) | $ (0.67) | $ (0.20) | $ (0.40) | $ (1.05) | $ (0.47) | $ (1.70) | $ (2.12) | |
Diluted loss per common share | $ (0.18) | $ (0.55) | $ (0.31) | $ (0.67) | $ (0.20) | $ (0.40) | $ (1.05) | $ (0.47) | $ (1.70) | $ (2.12) | |
Liquidated damages | |||||||||||
Summary of the quarterly operating results | |||||||||||
Revenue | $ 4,400 | ||||||||||
Loss per common share from continuing operations: | |||||||||||
Performance liquidated damages | $ 0 | $ 0 | $ 4,400 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 13, 2018 | Mar. 30, 2018 | Mar. 21, 2018 | Oct. 31, 2017 | Dec. 31, 2017 |
Subsequent events | |||||
Net proceeds | $ 2,000 | ||||
Subsequent Event | |||||
Subsequent events | |||||
Payout term | 18 months | ||||
Salary continuation | $ 700,000 | ||||
Short term incentives | 600,000 | ||||
Mexico | Mechanical Solutions | Discontinued operations disposed of by sale | |||||
Subsequent events | |||||
Net proceeds | $ 3,600,000 | ||||
NETHERLANDS | Subsequent Event | Mechanical Solutions | Discontinued operations disposed of by sale | |||||
Subsequent events | |||||
Net proceeds | $ 300,000 | ||||
Centre Lane Term Facility | Subsequent Event | |||||
Subsequent events | |||||
Percentage payment of the net cash proceeds from sale of office buildings | 100.00% | ||||
Centre Lane Term Facility Fourth Limited Waiver and Fourth Amendment | Subsequent Event | |||||
Subsequent events | |||||
Incremental loan commitment, exit fee | $ 500,000 |
Schedule II - VALUATION AND QUA
Schedule II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | ||
Valuation and Qualifying Accounts | ||
Balance at Beginning of Period | $ 1,008 | $ 744 |
Charged to Costs and Expenses | 560 | 325 |
Deductions | (61) | |
Balance at End of Period | 1,568 | 1,008 |
Accrued warranty reserves | ||
Valuation and Qualifying Accounts | ||
Balance at Beginning of Period | 23 | |
Charged to Other Accounts | 180 | |
Deductions | (139) | (23) |
Balance at End of Period | 41 | |
Valuation allowance for deferred tax assets | ||
Valuation and Qualifying Accounts | ||
Balance at Beginning of Period | 86,158 | 69,307 |
Charged to Costs and Expenses | 23,169 | 17,399 |
Deductions | (32,981) | (548) |
Balance at End of Period | $ 76,346 | 86,158 |
Reserve for Inventory | ||
Valuation and Qualifying Accounts | ||
Balance at Beginning of Period | 251 | |
Charged to Costs and Expenses | 39 | |
Deductions | $ (290) |