Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 21, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Aegion Corp | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 677,397,618 | ||
Entity Common Stock, Shares Outstanding (in shares) | 33,791,224 | ||
Amendment Flag | false | ||
Entity Central Index Key | 353,020 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenues | $ 1,221,920 | $ 1,333,570 | $ 1,331,421 |
Cost of revenues | 968,756 | 1,057,783 | 1,051,438 |
Gross profit | 253,164 | 275,787 | 279,983 |
Operating expenses | 197,099 | 209,477 | 234,105 |
Goodwill impairment | 0 | 43,484 | 51,512 |
Definite-lived intangible asset impairment | 0 | 0 | 12,116 |
Gain on litigation settlement | (6,625) | 0 | 0 |
Acquisition-related expenses | 2,696 | 1,912 | 1,375 |
Restructuring charges | 9,168 | 968 | 687 |
Operating income (loss) | 50,826 | 19,946 | (19,812) |
Other income (expense): | |||
Interest expense | (15,029) | (16,044) | (12,943) |
Interest income | 166 | 218 | 633 |
Other | (694) | (2,905) | (3,853) |
Total other expense | (15,557) | (18,731) | (16,163) |
Income (loss) before taxes on income | 35,269 | 1,215 | (35,975) |
Taxes (benefit) on income (loss) | 6,109 | 9,205 | (3,840) |
Income (loss) before equity in earnings of affiliated companies | 29,160 | (7,990) | (32,135) |
Equity in earnings of affiliated companies | 0 | 0 | 570 |
Income (loss) from continuing operations | 29,160 | (7,990) | (31,565) |
Loss from discontinued operations | 0 | 0 | (3,847) |
Net income (loss) | 29,160 | (7,990) | (35,412) |
Non-controlling interests (income) loss | 328 | (77) | (1,755) |
Net income (loss) attributable to Aegion Corporation | $ 29,488 | $ (8,067) | $ (37,167) |
Basic: | |||
Income from continuing operations (in Dollars per share) | $ 0.85 | $ (0.22) | $ (0.88) |
Loss from discontinued operations (in Dollars per share) | 0 | 0 | (0.10) |
Net income (in Dollars per share) | 0.85 | (0.22) | (0.98) |
Diluted: | |||
Income (loss) from continuing operations (in Dollars per share) | 0.84 | (0.22) | (0.88) |
Loss from discontinued operations (in Dollars per share) | 0 | 0 | (0.10) |
Net income (loss) (in Dollars per share) | $ 0.84 | $ (0.22) | $ (0.98) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 29,160 | $ (7,990) | $ (35,412) | |
Other comprehensive income (loss): | ||||
Currency translation adjustments | (6,343) | (25,379) | (27,591) | |
Pension activity, net of tax | [1] | (8) | 145 | (576) |
Deferred gain (loss) on hedging activity, net of tax | [2] | 746 | 279 | 296 |
Total comprehensive income (loss) | 23,555 | (32,945) | (63,283) | |
Comprehensive (income) loss attributable to non-controlling interests | 294 | 1,686 | (605) | |
Comprehensive income (loss) attributable to Aegion Corporation | $ 23,849 | $ (31,259) | $ (63,888) | |
[1] | Amounts presented net of tax of $(2), $37 and $(158) for the years ended December 31, 2016, 2015, and 2014, respectively. | |||
[2] | Amounts presented net of tax of $496, $187 and $196 for the years ended December 31, 2016, 2015 and 2014, respectively. |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Pension activity, amounts presented net of tax | $ (2) | $ 37 | $ (158) |
Hedging activity, amounts presented net of tax | $ 496 | $ 187 | $ 196 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 129,500 | $ 209,253 |
Restricted cash | 4,892 | 5,796 |
Receivables, net of allowances of $6,098 and $14,524, respectively | 186,016 | 200,883 |
Retainage | 33,643 | 37,285 |
Costs and estimated earnings in excess of billings | 62,401 | 89,141 |
Inventories | 63,953 | 47,779 |
Prepaid expenses and other current assets | 51,832 | 66,999 |
Assets held for sale | 0 | 21,060 |
Total current assets | 532,237 | 678,196 |
Property, plant & equipment, less accumulated depreciation | 156,747 | 144,833 |
Other assets | ||
Goodwill | 298,619 | 249,120 |
Identified intangible assets, less accumulated amortization | 194,911 | 174,118 |
Deferred income tax assets | 1,848 | 2,130 |
Other assets | 9,220 | 5,616 |
Total other assets | 504,598 | 430,984 |
Total Assets | 1,193,582 | 1,254,013 |
Current liabilities | ||
Accounts payable | 63,058 | 72,732 |
Accrued expenses | 85,010 | 112,951 |
Billings in excess of costs and estimated earnings | 62,698 | 87,475 |
Current maturities of long-term debt | 19,835 | 17,648 |
Liabilities held for sale | 0 | 6,961 |
Total current liabilities | 230,601 | 297,767 |
Long-term debt, less current maturities | 350,785 | 333,480 |
Deferred income tax liabilities | 23,339 | 19,386 |
Other non-current liabilities | 12,674 | 8,824 |
Total liabilities | 617,399 | 659,457 |
Commitments and Contingencies | ||
Equity | ||
Preferred stock, undesignated, $.10 par – shares authorized 2,000,000; none outstanding | 0 | 0 |
Common stock, $.01 par – shares authorized 125,000,000; shares issued and outstanding 33,956,304 and 36,053,499, respectively | 340 | 361 |
Additional paid-in capital | 166,598 | 199,951 |
Retained earnings | 455,062 | 425,574 |
Accumulated other comprehensive loss | (53,500) | (47,861) |
Total stockholders’ equity | 568,500 | 578,025 |
Non-controlling interests | 7,683 | 16,531 |
Total equity | 576,183 | 594,556 |
Total Liabilities and Equity | $ 1,193,582 | $ 1,254,013 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Receivables allowance | $ 6,098 | $ 14,524 |
Preferred stock, undesignated, par (in Dollars per share) | $ 0.10 | $ 0.10 |
Preferred stock, undesignated, shares authorized (in Shares) | 2,000,000 | 2,000,000 |
Preferred stock, undesignated, shares outstanding (in Shares) | 0 | 0 |
Common stock, par (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in Shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in Shares) | 33,956,304 | 36,053,499 |
Common stock, shares outstanding (in Shares) | 33,956,304 | 36,053,499 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Restricted Stock | Restricted Stock Units (RSUs) | Common Stock | Common StockRestricted Stock | Common StockRestricted Stock Units (RSUs) | Additional Paid-In Capital | Additional Paid-In CapitalRestricted Stock Units (RSUs) | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- Controlling Interests |
Beginning Balance at Dec. 31, 2013 | $ 726,921 | $ 380 | $ 236,128 | $ 470,808 | $ 2,052 | $ 17,553 | |||||
Beginning Balance (in Shares) at Dec. 31, 2013 | 37,983,114 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (35,412) | (37,167) | 1,755 | ||||||||
Issuance of common stock upon stock option exercises, including tax benefit | $ 8,075 | $ 5 | 8,070 | ||||||||
Issuance of common stock upon stock option exercises, including tax benefit (in shares) | 526,359 | 526,359 | |||||||||
Restricted shares issued | $ 2 | $ 2 | |||||||||
Restricted shares issued (in Shares) | 242,722 | 15,277 | |||||||||
Issuance of shares pursuant to deferred stock unit awards (in Shares) | 31,794 | ||||||||||
Forfeitures of restricted shares | $ (1) | $ (1) | |||||||||
Forfeitures of restricted shares (in Shares) | (104,013) | ||||||||||
Shares repurchased and retired | (31,085) | $ (12) | (31,073) | ||||||||
Shares repurchased and retired (in Shares) | (1,334,738) | ||||||||||
Equity-based compensation expense | 5,073 | 5,073 | |||||||||
Purchase of non-controlling interests | (617) | (909) | 292 | ||||||||
Currency translation adjustment and derivative transactions, net | (27,871) | (26,721) | (1,150) | ||||||||
Ending Balance at Dec. 31, 2014 | 645,085 | $ 374 | 217,289 | 433,641 | (24,669) | 18,450 | |||||
Ending Balance (in Shares) at Dec. 31, 2014 | 37,360,515 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (7,990) | (8,067) | 77 | ||||||||
Issuance of common stock upon stock option exercises, including tax benefit | $ 2,466 | $ 2 | 2,464 | ||||||||
Issuance of common stock upon stock option exercises, including tax benefit (in shares) | 209,205 | 209,205 | |||||||||
Restricted shares issued (in Shares) | 12,646 | ||||||||||
Issuance of shares pursuant to deferred stock unit awards (in Shares) | 27,779 | ||||||||||
Forfeitures of restricted shares | $ (1) | $ (1) | |||||||||
Forfeitures of restricted shares (in Shares) | (54,045) | ||||||||||
Shares repurchased and retired | (27,803) | $ (14) | (27,789) | ||||||||
Shares repurchased and retired (in Shares) | (1,502,601) | ||||||||||
Equity-based compensation expense | 7,987 | 7,987 | |||||||||
Investment by non-controlling interests | 239 | 0 | 239 | ||||||||
Purchase of non-controlling interests | (472) | 0 | (472) | ||||||||
Currency translation adjustment and derivative transactions, net | (24,955) | (23,192) | (1,763) | ||||||||
Ending Balance at Dec. 31, 2015 | $ 594,556 | $ 361 | 199,951 | 425,574 | (47,861) | 16,531 | |||||
Ending Balance (in Shares) at Dec. 31, 2015 | 36,053,499 | 36,053,499 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | $ 29,160 | 29,488 | (328) | ||||||||
Issuance of common stock upon stock option exercises, including tax benefit | $ 1,818 | $ 1 | 1,817 | ||||||||
Issuance of common stock upon stock option exercises, including tax benefit (in shares) | 114,307 | 114,307 | |||||||||
Restricted shares issued | $ 1 | $ 0 | |||||||||
Restricted shares issued (in Shares) | 1,000 | 141,507 | |||||||||
Issuance of shares pursuant to deferred stock unit awards (in Shares) | 39,660 | ||||||||||
Forfeitures of restricted shares | $ 0 | ||||||||||
Forfeitures of restricted shares (in Shares) | (42,775) | ||||||||||
Shares repurchased and retired | $ (44,454) | $ (23) | (44,431) | ||||||||
Shares repurchased and retired (in Shares) | (2,349,894) | ||||||||||
Equity-based compensation expense | 9,261 | 9,261 | |||||||||
Sale of non-controlling interest | (7,278) | (7,278) | |||||||||
Distributions to non-controlling interests | (1,276) | (1,276) | |||||||||
Currency translation adjustment and derivative transactions, net | (5,605) | (5,639) | 34 | ||||||||
Ending Balance at Dec. 31, 2016 | $ 576,183 | $ 340 | $ 166,598 | $ 455,062 | $ (53,500) | $ 7,683 | |||||
Ending Balance (in Shares) at Dec. 31, 2016 | 33,956,304 | 33,956,304 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 29,160 | $ (7,990) | $ (35,412) |
Loss from discontinued operations | 0 | 0 | 3,847 |
Income (loss) from continuing operations | 29,160 | (7,990) | (31,565) |
Adjustments to reconcile to net cash provided by operating activities: | |||
Depreciation and amortization | 46,719 | 43,791 | 44,312 |
Gain on sale of fixed assets | (1,916) | (929) | (310) |
Equity-based compensation expense | 9,261 | 7,987 | 5,073 |
Deferred income taxes | 1,772 | 924 | (16,816) |
Equity in earnings of affiliated companies | 0 | 0 | (570) |
Non-cash restructuring charges | 300 | 1,816 | 20,592 |
Non-cash portion of litigation settlement | (3,000) | 0 | 0 |
Fixed asset impairment | 0 | 0 | 11,870 |
Definite-lived intangible asset impairment | 0 | 0 | 12,116 |
Goodwill impairment | 0 | 43,484 | 51,512 |
Debt issuance costs | 0 | 3,377 | 157 |
Loss on sale of businesses | 0 | 3,414 | 988 |
Loss on foreign currency transactions | 911 | 80 | 627 |
Other | (1,044) | (168) | 1,279 |
Changes in operating assets and liabilities (net of acquisitions): | |||
Restricted cash related to operating activities | 2,055 | (382) | (454) |
Return on equity of affiliated companies | 0 | 0 | 590 |
Receivables net, retainage and costs and estimated earnings in excess of billings | 52,774 | 12,283 | (41,211) |
Inventories | (2,569) | 6,984 | (5,286) |
Prepaid expenses and other assets | 16,759 | (28,895) | 3,465 |
Accounts payable and accrued expenses | (49,259) | (582) | 5,997 |
Billings in excess of costs and estimated earnings | (27,761) | 45,700 | 19,100 |
Other operating | (946) | 1,129 | 402 |
Net cash provided by operating activities of continuing operations | 73,216 | 132,023 | 81,868 |
Net cash used in operating activities of discontinued operations | 0 | 0 | (1,045) |
Net cash provided by operating activities | 73,216 | 132,023 | 80,823 |
Cash flows from investing activities: | |||
Capital expenditures | (38,760) | (29,454) | (32,899) |
Proceeds from sale of fixed assets | 3,310 | 3,173 | 1,547 |
Patent expenditures | (1,043) | (1,503) | (1,923) |
Restricted cash related to investing activities | (1,086) | (3,538) | (1,153) |
Purchase of Underground Solutions, Inc., net of cash acquired | (84,740) | 0 | 0 |
Purchase of Fyfe Europe S.A. and related companies | (2,800) | 0 | 0 |
Purchase of CIPP business of Leif M. Jensen A/S | (3,235) | 0 | 0 |
Purchase of Concrete Solutions Limited and Building Chemical Supplies Limited | (5,532) | 0 | 0 |
Purchase of Schultz Mechanical Contractors, Inc. | 0 | (6,662) | 0 |
Sale of interest in Bayou Perma-Pipe Canada, Ltd., net of cash disposed | 6,599 | 0 | 0 |
Sale of interests in Bayou Coating, L.L.C. | 0 | 0 | 9,065 |
Sale of Ka-te Insituform AG | 0 | 0 | 1,123 |
Payment to Fyfe Asia sellers for final net working capital | 0 | (1,098) | 0 |
Payment from Brinderson sellers for final net working capital | 0 | 0 | (1,000) |
Net cash used in investing activities of continuing operations | (127,287) | (39,082) | (23,240) |
Net cash provided by investing activities of discontinued operations | 0 | 0 | 1,045 |
Net cash used in investing activities | (127,287) | (39,082) | (22,195) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock upon stock option exercises, including tax effects | 1,818 | 2,466 | 8,615 |
Repurchase of common stock | (44,454) | (27,804) | (31,085) |
Sale of non-controlling interest | 0 | 239 | 0 |
Purchase of or distributions to non-controlling interests | (1,276) | (472) | (617) |
Payment of contingent consideration | (500) | (684) | 0 |
Credit facility financing fees | 0 | (4,360) | (783) |
Proceeds from notes payable | 0 | 1,505 | 1,284 |
Principal payments on notes payable | 0 | (1,875) | 0 |
Proceeds from line of credit | 42,000 | 26,000 | 18,000 |
Payments on line of credit | (6,000) | (71,500) | (8,000) |
Proceeds from long-term debt | 0 | 350,000 | 0 |
Principal payments on long-term debt | (17,500) | (323,750) | (22,039) |
Net cash used in financing activities | (25,912) | (50,235) | (34,625) |
Effect of exchange rate changes on cash | (2,213) | (5,975) | (7,083) |
Net increase (decrease) in cash and cash equivalents for the year | (82,196) | 36,731 | 16,920 |
Cash and cash equivalents, beginning of year | 211,696 | 174,965 | 158,045 |
Cash and cash equivalents, end of year | 129,500 | 211,696 | 174,965 |
Cash and cash equivalents associated with assets held for sale, end of year | 0 | (2,443) | 0 |
Cash and cash equivalents from continuing operations, end of year | 129,500 | 209,253 | 174,965 |
Supplemental disclosures of cash flow information: | |||
Interest | 11,118 | 9,873 | 9,602 |
Income taxes | $ (517) | $ 8,753 | $ 12,594 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | DESCRIPTION OF BUSINESS Aegion Corporation combines innovative technologies with market leading expertise to maintain, rehabilitate and strengthen infrastructure around the world. Since 1971, the Company has played a pioneering role in finding transformational solutions to rehabilitate aging infrastructure, primarily pipelines in the wastewater, water, energy, mining and refining industries. The Company also maintains the efficient operation of refineries and other industrial facilities and provide innovative solutions for the strengthening of buildings, bridges and other structures. Aegion is committed to Stronger. Safer. Infrastructure ® . The Company’s products and services are currently utilized and performed in approximately 80 countries across six continents. The Company believes that the depth and breadth of its products and services platform make Aegion a leading “one-stop” provider for the world’s infrastructure rehabilitation and protection needs. The Company is primarily built on the premise that it is possible to use technology to extend the structural design life and maintain, if not improve, the performance of infrastructure, mostly pipe. The Company is proving that this expertise can be applied in a variety of markets to protect pipelines in oil, gas, mining, wastewater and water applications and extending this to the rehabilitation and maintenance of commercial structures and the provision of professional services in energy-related industries. Many types of infrastructure must be protected from the corrosive and abrasive materials that pass through or near them. The Company’s expertise in non-disruptive corrosion engineering and abrasion protection is now wide-ranging, opening new markets for growth. The Company has a long history of product development and intellectual property management. The Company manufactures most of the engineered solutions it creates as well as the specialized equipment required to install them. Finally, decades of experience give the Company an advantage in understanding municipal, energy, mining, industrial and commercial customers. Strong customer relationships and brand recognition allow the Company to support the expansion of existing and innovative technologies into new high growth end markets. The Company’s predecessor was originally incorporated in Delaware in 1980 to act as the exclusive United States licensee of the Insituform ® cured-in-place pipe (“CIPP”) process, which Insituform’s founder invented in 1971. The Insituform ® CIPP process served as the first trenchless technology for rehabilitating sewer pipelines and has enabled municipalities and private industry to avoid the extraordinary expense and extreme disruption that can result from conventional “dig-and-replace” methods. For the past 40 years, the Company has maintained its leadership position in the CIPP market from manufacturing to technological innovations and market share. In order to strengthen the Company’s ability to service the emerging demands of the infrastructure protection market and to better position the Company for sustainable growth, the Company embarked on a diversification strategy in 2009 to expand its product and service portfolio and its geographical reach. Through a series of strategic initiatives and key acquisitions, the Company now possesses a broad portfolio of cost-effective solutions for rehabilitating and maintaining aging or deteriorating infrastructure, protecting new infrastructure from corrosion worldwide and providing integrated professional services in engineering, procurement, construction, maintenance, and turnaround services for oil companies, primarily in the downstream market. Recognizing that the breadth of offerings expanded beyond the Company’s flagship Insituform ® brand, which constituted less than half of the Company’s revenues in 2011, the Company’s reorganized Insituform Technologies, Inc. (“Insituform”), the parent company at the time, into a new holding company structure in October 2011. Aegion became the new parent company and Insituform became a wholly-owned subsidiary of Aegion. Aegion reflects the Company’s mission of extending its leadership capabilities to furnish products and services to provide: (i) long-term protection for water and wastewater pipes, oil and gas pipelines and infrastructure as well as commercial and governmental structures and transportation infrastructure; and (ii) integrated professional services to energy companies. Acquisitions/Strategic Initiatives/Divestitures 2016 Restructuring On January 4, 2016, the Company’s board of directors approved a restructuring plan (the “2016 Restructuring”) to reduce the Company’s exposure to the upstream oil markets and to reduce consolidated expenses. During the year, the Company completed its 2016 Restructuring, which included repositioning Energy Services’ upstream operations in California, reducing Corrosion Protection’s upstream exposure by divesting its interest in a Canadian pipe coating joint venture, right-sizing Corrosion Protection to compete more effectively and reducing corporate and other operating costs. The 2016 Restructuring reduced consolidated annual expenses by approximately $17.4 million primarily through headcount reductions and office closures. See Note 3. Infrastructure Solutions Segment (“Infrastructure Solutions”) On July 1, 2016, the Company acquired Concrete Solutions Limited (“CSL”) and Building Chemical Supplies Limited (“BCS”), two New Zealand companies (collectively, “Concrete Solutions” ), for a purchase price paid at closing of NZD 7.5 million , approximately $5.5 million . The purchase price is subject to post-closing working capital adjustments and included NZD 0.5 million held in escrow as security for post-closing purchase price adjustments and post-closing indemnification obligations of the previous owners. The sellers have the ability to earn up to an additional NZD 2.0 million , approximately $1.4 million , of proceeds based on reaching certain performance targets in 2017, 2018 and 2019. The transaction was funded from the Company’s cash balances. CSL provides structural strengthening, concrete repair and bridge jointing solutions primarily through application of fiber reinforced polymer ( “FRP” ) and injection resins and had served as a Fibrwrap ® certified applicator in New Zealand since the late 1990’s. BCS imports and distributes materials, including fiber reinforced polymer, injection resins, repair mortars and protective coatings . On June 2, 2016, the Company acquired the cured-in-place pipe (“CIPP”) contracting operations of Leif M. Jensen A/S (“LMJ”), a Danish company and the Insituform licensee in Denmark since 2011. The purchase price was €2.9 million , approximately $3.2 million , and was funded from the Company’s cash balances. On May 13, 2016, the Company acquired the operations and territories of Fyfe Europe S.A. and related companies (“Fyfe Europe”) for a purchase price of $3.0 million . The transaction was funded from the Company’s cash balances. Fyfe Europe held rights to provide Fibrwrap ® product engineering and support to installers and applicators of FRP systems in 72 countries throughout Europe, the Middle East and North Africa. The acquisition of these territories now provides the Company with worldwide rights to market, manufacture and install the patented Tyfo ® Fibrwrap ® FRP technology. On February 18, 2016, the Company acquired Underground Solutions, Inc. and its subsidiary, Underground Solutions Technologies Group, Inc. (collectively, “Underground Solutions”), for an initial purchase price of $85.0 million plus an additional $5.0 million for the value of the estimated tax benefits associated with Underground Solutions’ net operating loss carry forwards. The purchase price included $6.3 million held in escrow as security for the post-closing purchase price adjustments and post-closing indemnification obligations of Underground Solutions’ previous owners. The transaction was funded partially from the Company’s cash balances and partially from borrowings under the Company’s revolving credit facility. To supplement the domestic cash balances, the Company repatriated approximately $29.7 million from foreign subsidiaries to assist in funding the transaction, incurring approximately $3.2 million in additional taxes, an accrual for which was included in the Company’s tax provision amounts for 2015. Underground Solutions provides infrastructure technologies for water, sewer and conduit applications. In February 2015, the Company sold its wholly-owned subsidiary, Video Injection - Insituform SAS (“VII”), the Company’s French cured-in-place pipe (“CIPP”) contracting operation, to certain employees of VII. In connection with the sale, the Company entered into a five -year exclusive tube supply agreement whereby VII will purchase liners from Insituform Linings Limited. VII will also be entitled to continue to use its trade name based on a trade mark license granted for the same five -year time period. The sale resulted in a loss of approximately $2.9 million that was recorded to other income (expense) in the Consolidated Statement of Operations during the first quarter of 2015. In December 2014, the Company sold its wholly-owned subsidiary, Ka-te Insituform AG (“Ka-te”), to the Marco Daetwyler Gruppe AG, a Swiss company, for the sale price of CHF 1.1 million (approximately $1.1 million ). In connection with the sale, the Company entered in to a five-year exclusive tube supply agreement whereby Ka-te will source liners from Insituform Linings Limited. Ka-te will also be entitled to continue to use its trade name based on a trade mark license granted for the same five -year time period. The sale resulted in a loss of approximately $0.5 million that was recorded to other income (expense) in the Consolidated Statement of Operations during the fourth quarter of 2014. On October 6, 2014, the Company’s board of directors approved a realignment and restructuring plan (the “2014 Restructuring”) which included the decision to exit Insituform’s contracting markets in France, Switzerland, Hong Kong, Malaysia and Singapore (see Note 3). The Company has substantially completed all of the aforementioned objectives related to the 2014 Restructuring. See further discussion in Note 2 as to the impact that the 2014 Restructuring had on the Europe and Asia-Pacific goodwill reporting units. Corrosion Protection Segment (“Corrosion Protection”) On February 1, 2016, the Company sold its fifty-one percent ( 51% ) interest in its Canadian pipe-coating joint venture, Bayou Perma-Pipe Canada, Ltd. (“BPPC”), to its joint venture partner, Perma-Pipe, Inc. The sale price was $9.6 million , which consisted of a $7.6 million payment at closing and a $2.0 million promissory note, which was paid on July 28, 2016. BPPC served as the Company’s pipe coating and insulation operation in Canada. The sale of its interest in BPPC was part of a broader effort by the Company to reduce its exposure in the North American upstream market in light of expectations for a prolonged low oil price environment. As a result of the sale, the Company recognized a pre-tax, non-cash charge of approximately $0.6 million at December 31, 2015 to reflect the expected loss on the sale of the business. This loss was derived primarily from the release of cumulative currency translation adjustments and was recorded to other income (expense) in the Consolidated Statement of Operations. In July 2015, the Company paid $0.7 million to the sellers of CRTS, Inc. (“CRTS”) related to contingent consideration achieved during the year ended December 31, 2013. Also, in June 2015, the Company finalized the settlement of escrow claims made pursuant to the CRTS purchase agreement. As a result of the settlement, the Company received proceeds of approximately $1.0 million in July 2015, of which $0.2 million was recorded as an offset to operating expenses and the remaining $0.8 million was recorded to other income (expense) in the Consolidated Statement of Operations for the year ended December 31, 2015. As part of the 2014 Restructuring, the Company made the decision to shutter two older and redundant fusion bonded epoxy coating plants and consolidate and terminate certain land leases at The Bayou Companies, LLC’s (“Bayou”) Louisiana facility. The actions taken to restructure Bayou’s Louisiana operations allow Bayou to cost effectively meet market demand, for both onshore and offshore projects, by optimizing pipe coating activities and reducing fixed costs. The repositioning of Bayou’s Louisiana facility has also included additional capital investments in the remaining coating and insulation facilities to augment Bayou’s competitive position. See further discussion in Note 2 as to the impact that the 2014 Restructuring had on Bayou’s goodwill reporting unit. On March 31, 2014, the Company sold its forty-nine percent ( 49% ) interest in Bayou Coating, L.L.C. (“Bayou Coating”) to Stupp Brothers Inc. (“Stupp”), the holder of the remaining fifty-one percent ( 51% ) interest in Bayou Coating. Stupp purchased the interest by exercising an existing option to acquire the Company’s interest in Bayou Coating at a purchase price equal to $9.1 million , which represented forty-nine percent ( 49% ) of the book value of Bayou Coating as of December 31, 2013. Such book value was determined in accordance with the requirements of the joint venture agreement and was based on Bayou Coating’s federal information tax return for 2013 and approximated the Company’s book value of its investment in Bayou Coating as of December 31, 2013. The Company had previously received an indication from Stupp of its intent to exercise such option and, in the second quarter of 2013 in connection with such indication, the Company recognized a non-cash charge of $2.7 million ( $1.8 million after tax) related to the goodwill allocated to the joint venture as part of the purchase price accounting associated with the 2009 acquisition of Bayou. The non-cash charge represented the Company’s then current estimate of the difference between the carrying value of the investment on the balance sheet and the amount the Company would receive in connection with the exercise. During the first quarter of 2014, the difference between the Company’s recorded gross equity in earnings of affiliated companies of $1.2 million and the final equity distribution settlement of $0.7 million resulted in a loss of $0.5 million that is recorded in other income (expense) on the consolidated statement of operations. Prior to March 2014, the Company held a fifty-nine percent ( 59% ) equity interest in Delta Double Jointing, LLC (“Bayou Delta”) through which the Company offers pipe jointing and other services for the steel-coated pipe industry. The remaining forty-one percent ( 41% ) was held by Bayou Coating. On March 31, 2014, the Company acquired this forty-one percent ( 41% ) interest from Bayou Coating by exercising its existing option at a purchase price equal to $0.6 million . As a result, Bayou Delta became a wholly-owned subsidiary of the Company. During 2013, the Company’s Board of Directors approved a plan of liquidation for its Bayou Welding Works (“BWW”) business. BWW ceased bidding new work and substantially completed all ongoing projects during the second quarter of 2013. During the fourth quarter of 2014, the Company completed its final liquidation of BWW, which resulted in a pre-tax charge of approximately $6.0 million within discontinued operations in 2014. See Note 13. Energy Services Segment (“Energy Services”) On March 1, 2015, the Company acquired Schultz Mechanical Contractors, Inc. (“Schultz”), a California corporation, for a total purchase price of $7.7 million . Schultz primarily services customers in California and Arizona and is a provider of piping installations, concrete construction and excavation and trenching services to the upstream and downstream oil and gas markets. Purchase Price Accounting During 2016, the Company substantially completed its accounting for Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions, with the exception of final working capital adjustments. As the Company completes its final accounting for these acquisitions, future adjustments related to working capital, deferred income taxes, definite-lived intangible assets and goodwill could occur. Purchase price accounting related to Schultz was finalized in the first quarter of 2016. The goodwill and definite-lived intangible assets associated with the Schultz, Fyfe Europe and LMJ acquisitions are deductible for tax purposes; whereas, the goodwill and definite-lived intangible assets associated with the Underground Solutions and Concrete Solutions acquisitions are not deductible for tax purposes. Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and Schultz made the following contributions to the Company’s revenues and profits (in thousands): Year Ended December 31, 2016 Year Ended December 31, 2015 Underground Solutions (1) Fyfe LMJ Concrete Schultz (2) Schultz (3) Revenues $ 29,425 $ 23 $ 4,865 $ 2,700 $ 24,702 $ 13,771 Net income (loss) (2,694 ) (764 ) (1,153 ) 106 (1,068 ) (1,470 ) _____________________ (1) The reported net loss for Underground Solutions for 2016 includes inventory step up expense of $3.6 million , recognized as part of the accounting for business combinations, and an allocation of corporate expenses of $3.2 million . (2) The reported net loss for Schultz for 2016 includes charges related to the 2016 Restructuring of $0.2 million and an allocation of corporate expenses of $2.9 million . (3) The reported net loss for Schultz for 2015 includes a pre-tax charge for goodwill impairment of $1.7 million and an allocation of corporate expenses of $1.0 million . The following unaudited pro forma summary presents combined information of the Company as if the Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and Schultz acquisitions had occurred at the beginning of the year preceding their acquisition (in thousands, except earnings per share): Years Ended December 31, 2016 (1) 2015 (2) 2014 (3) Revenues $ 1,231,900 $ 1,387,465 $ 1,339,147 Net income (loss) (4) 29,743 (6,545 ) (35,304 ) Diluted earnings (loss) per share $ 0.84 $ (0.18 ) $ (0.94 ) _____________________ (1) Includes pro-forma results related to Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions. (2) Includes pro-forma results related to Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and Schultz. (3) Includes pro-forma results related to Schultz. (4) Includes pro-forma adjustments for purchase price depreciation and amortization as if those intangibles were recorded as of January 1 of the year preceding the respective acquisition date. The transaction purchase price to acquire Underground Solutions was $88.4 million , which included: (i) a payment at closing of $85.0 million ; (ii) net payment of $5.0 million for the value of the estimated tax benefits associated with Underground Solutions’ net operating loss carry forwards; and (iii) working capital adjustments of $1.6 million payable to the Company. The transaction purchase price to acquire Fyfe Europe was $3.0 million , which represented cash consideration paid at closing of $2.8 million plus $0.2 million of deferred contingent consideration, which was recorded to “Accrued expenses” in the Consolidated Balance Sheet at December 31, 2016. The transaction purchase price to acquire LMJ was €2.9 million , approximately $3.2 million , which was paid at closing. The transaction purchase price to acquire Concrete Solutions was NZD 8.9 million , approximately $6.4 million , which included: (i) a payment at closing of NZD 7.5 million , approximately $5.5 million ; (ii) a preliminary working capital adjustment of NZD 0.2 million , approximately $0.1 million (payable to the sellers); and (iii) the estimated fair value of earnout consideration of NZD 1.2 million , approximately $0.9 million , which was recorded to “Other non-current liabilities” in the Consolidated Balance Sheet at December 31, 2016. The fair value estimate was determined using observable inputs and significant unobservable inputs, which are based on level 3 inputs as defined in Note 12. Total cash consideration recorded to acquire Schultz was $6.7 million , which was funded by the Company’s cash reserves. The cash consideration included the purchase price paid at closing of $7.1 million less working capital adjustments of $0.4 million . The total purchase price was $7.7 million , which represented the cash consideration of $6.7 million plus $1.0 million of deferred contingent consideration. The fair value estimate of the contingent consideration was determined using observable inputs and significant unobservable inputs, which are based on level 3 inputs as defined in Note 12. During the first quarter of 2016, $0.5 million of the contingent consideration was paid to the previous owners. The following table summarizes the fair value of identified assets and liabilities of the Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and Schultz acquisitions at their respective acquisition dates (in thousands): Underground Solutions Fyfe Europe LMJ Concrete Solutions Schultz Cash $ 3,630 $ — $ — $ — $ — Receivables and cost and estimated earnings in excess of billings 6,339 — — 1,469 1,086 Inventories 12,629 — 504 857 — Prepaid expenses and other current assets 671 — — 18 19 Property, plant and equipment 2,755 50 1,194 422 162 Identified intangible assets 33,370 513 795 1,722 3,060 Deferred income tax assets 12,911 — — — — Other assets 90 — — — Accounts payable (4,653 ) — — (837 ) (663 ) Accrued expenses (5,900 ) — — (149 ) — Billings in excess of cost and estimated earnings (2,943 ) — — — — Deferred tax liabilities (14,562 ) — — (482 ) — Total identifiable net assets $ 44,337 $ 563 $ 2,493 $ 3,020 $ 3,664 Total consideration recorded $ 88,370 $ 3,000 $ 3,235 $ 6,393 $ 7,662 Less: total identifiable net assets 44,337 563 2,493 3,020 3,664 Final purchase price goodwill $ 44,033 $ 2,437 $ 742 $ 3,373 $ 3,998 |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Accounting Policies | ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and majority-owned subsidiaries in which the Company is deemed to be the primary beneficiary. All significant intercompany transactions and balances have been eliminated. Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenues Revenues include construction, engineering and installation revenues that are recognized using the percentage-of-completion method of accounting in the ratio of costs incurred to estimated final costs. Revenues from change orders, extra work and variations in the scope of work are recognized when it is probable that they will result in additional contract revenue and when the amount can be reliably estimated. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and equipment costs. The Company expenses all pre-contract costs in the period these costs are incurred. Since the financial reporting of these contracts depends on estimates, which are assessed continually during the term of these contracts, recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are reflected in the period in which the facts that give rise to the revision become known. If material, the effects of any changes in estimates are disclosed in the notes to the consolidated financial statements. When estimates indicate that a loss will be incurred on a contract, a provision for the expected loss is recorded in the period in which the loss becomes evident. Any revenue recognized is only to the extent costs have been recognized in the period. Additionally, the Company expenses all costs for unpriced change orders in the period in which they are incurred. Revenues from the Company’s Energy Services segment are derived mainly from multiple engineering and construction type contracts, as well as maintenance contracts, under multi-year long-term Master Service Agreements and alliance contracts. Businesses within the Company’s Energy Services segment enter into customer contracts that contain three principal types of pricing provisions: time and materials, cost plus fixed fee and fixed price. Although the terms of these contracts vary, most are made pursuant to cost reimbursable contracts on a time and materials basis under which revenues are recorded based on costs incurred at agreed upon contractual rates. Brinderson also performs services on a cost plus fixed fee basis under which revenues are recorded based upon costs incurred at agreed upon rates and a proportionate amount of the fixed fee or percentage stipulated in the contract. Foreign Currency Translation Net foreign exchange transaction losses of $0.9 million , $0.1 million and $0.6 million for 2016, 2015 and 2014, respectively, are included in “Other expense” in the Consolidated Statements of Operations. For the Company’s international subsidiaries, the local currency is generally the functional currency. Assets and liabilities of these subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in total stockholders’ equity. Net foreign exchange transaction gains (losses) are included in other income (expense) in the Consolidated Statements of Operations. Due to the strengthening of the U.S. dollar, there was a substantial decrease with respect to certain functional currencies and their relation to the U.S. dollar during the latter half of 2014 and throughout 2015, most notably the Canadian dollar, Australian dollar, British pound and euro. The Company’s accumulated other comprehensive loss is comprised of three main components: (i) currency translation; (ii) derivatives; and (iii) gains and losses associated with the Company’s defined benefit plan in the United Kingdom. As of December 31, 2016 and 2015, the Company had $(54.9) million and $(48.0) million , respectively, related to currency translation adjustments, $1.0 million and $(0.2) million , respectively, related to derivative transactions and $0.4 million and $0.4 million , respectively, related to pension activity in accumulated other comprehensive loss. Research and Development The Company expenses research and development costs as incurred. Research and development costs of $4.7 million , $2.8 million and $2.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, are included in operating expenses in the accompanying consolidated statements of income. Taxation The Company provides for estimated income taxes payable or refundable on current year income tax returns as well as the estimated future tax effects attributable to temporary differences and carryforwards, based upon enacted tax laws and tax rates, and in accordance with FASB ASC 740, Income Taxes (“FASB ASC 740”). FASB ASC 740 also requires that a valuation allowance be recorded against any deferred tax assets that are not likely to be realized in the future. The determination is based on the Company’s ability to generate future taxable income and, at times, is dependent on its ability to implement strategic tax initiatives to ensure full utilization of recorded deferred tax assets. Should the Company not be able to implement the necessary tax strategies, it may need to record valuation allowances for certain deferred tax assets, including those related to foreign income tax benefits. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowances recorded against net deferred tax assets. In accordance with FASB ASC 740, tax benefits from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. In addition, this recognition model includes a measurement attribute that measures the position as the largest amount of tax that is greater than 50% likely of being realized upon ultimate settlement in accordance with FASB ASC 740. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes tax liabilities in accordance with FASB ASC 740 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. While the Company believes the resulting tax balances as of December 31, 2016 and 2015 were appropriately accounted for in accordance with FASB ASC 740, the ultimate outcome of such matters could result in favorable or unfavorable adjustments to the consolidated financial statements and such adjustments could be material. Refer to Note 10 for additional information regarding taxes on income. Earnings per Share Earnings per share have been calculated using the following share information: Years Ended December 31, 2016 2015 2014 Weighted average number of common shares used for basic EPS 34,713,937 36,554,437 37,651,492 Effect of dilutive stock options and restricted and deferred stock unit awards 496,493 — — Weighted average number of common shares and dilutive potential common stock used in dilutive EPS 35,210,430 36,554,437 37,651,492 The Company excluded 324,804 and 318,059 stock options and restricted and deferred stock units in 2015 and 2014, respectively, from the diluted earnings per share calculation for the Company’s common stock because of the reported net loss for each period. The Company excluded 77,807 , 164,014 and 164,014 stock options in 2016 , 2015 and 2014 , respectively, from the diluted earnings per share calculations for the Company’s common stock because they were anti-dilutive as their exercise prices were greater than the average market price of common shares for each period. Purchase Price Accounting The Company accounts for its acquisitions in accordance with FASB ASC 805, Business Combinations . The base cash purchase price plus the estimated fair value of any non-cash or contingent consideration given for an acquired business is allocated to the assets acquired (including identified intangible assets) and liabilities assumed based on the estimated fair values of such assets and liabilities. The excess of the total consideration over the aggregate net fair values assigned is recorded as goodwill. Contingent consideration, if any, is recognized as a liability as of the acquisition date with subsequent adjustments recorded in the consolidated statements of operations. Indirect and general expenses related to business combinations are expensed as incurred. The Company typically determines the fair value of tangible and intangible assets acquired in a business combination using independent valuations that rely on management’s estimates of inputs and assumptions that a market participant would use. Key assumptions include cash flow projections, growth rates, asset lives, and discount rates based on an analysis of weighted average cost of capital. Classification of Current Assets and Current Liabilities The Company includes in current assets and current liabilities certain amounts realizable and payable under construction contracts that may extend beyond one year. The construction periods on projects undertaken by the Company generally range from less than one month to 24 months. At December 31, 2016 , the Company’s balance in billings in excess of costs and estimated earnings was $62.7 million , which decrease d $24.8 million from $87.5 million at December 31, 2015 primarily due to the timing of billing and advance deposits received on certain coating and insulation projects at our Bayou Louisiana facility. Correspondingly, the Company’s balance in prepaid expenses and other current assets was $51.8 million at December 31, 2016 , a decrease of $15.2 million from $67.0 million at December 31, 2015 due primarily to the timing of advance deposits paid to suppliers on those same projects. Cash, Cash Equivalents and Restricted Cash The Company classifies highly liquid investments with original maturities of 90 days or less as cash equivalents. Recorded book values are reasonable estimates of fair value for cash and cash equivalents. Restricted cash primarily consists of funds reserved for legal requirements, payments from certain customers placed in escrow in lieu of retention in case of potential issues regarding future job performance by the Company, or advance customer payments and compensating balances for bank undertakings in Europe. Restricted cash related to operations is similar to retainage, and is, therefore, classified as a current asset, consistent with the Company’s policy on retainage. Changes in restricted cash flows are reported in the consolidated statements of cash flows based on the nature of the restriction. Inventories Inventories are stated at the lower of cost (first-in, first-out) or market. Actual cost is used to value raw materials and supplies. Standard cost, which approximates actual cost, is used to value work-in-process, finished goods and construction materials. Standard cost includes direct labor, raw materials and manufacturing overhead based on normal capacity. For certain businesses within our Corrosion Protection segment, the Company uses actual costs or average costs for all classes of inventory. Retainage Many of the contracts under which the Company performs work contain retainage provisions. Retainage refers to that portion of revenue earned by the Company but held for payment by the customer pending satisfactory completion of the project. The Company generally invoices its customers periodically as work is completed. Under ordinary circumstances, collection from municipalities is made within 60 to 90 days of billing. In most cases, 5% to 15% of the contract value is withheld by the municipal owner pending satisfactory completion of the project. Collections from other customers are generally made within 30 to 45 days of billing. Unless reserved, the Company believes that all amounts retained by customers under such provisions are fully collectible. Retainage on active contracts is classified as a current asset regardless of the term of the contract. Retainage is generally collected within one year of the completion of a contract, although collection can extend beyond one year from time to time. As of December 31, 2016 , retainage receivables aged greater than 365 days approximated 10% of the total retainage balance and collectibility was assessed as described in the allowance for doubtful accounts section below. Allowance for Doubtful Accounts Management makes estimates of the uncollectibility of accounts receivable and retainage. The Company records an allowance based on specific accounts to reduce receivables, including retainage, to the amount that is expected to be collected. The specific allowances are reevaluated and adjusted as additional information is received. After all reasonable attempts to collect the receivable or retainage have been explored, the account is written off against the allowance. The Company also includes reserves related to certain accounts receivable that may be in litigation or dispute. Long-Lived Assets Property, plant and equipment and other identified intangibles (primarily customer relationships, patents and acquired technologies, trademarks, licenses and non-compete agreements) are recorded at cost, net of accumulated depreciation and impairment, and, except for goodwill and certain trademarks, are depreciated or amortized on a straight-line basis over their estimated useful lives. Changes in circumstances such as technological advances, changes to the Company’s business model or changes in the Company’s capital strategy can result in the actual useful lives differing from the Company’s estimates. During 2016, no such changes were noted. If the Company determines that the useful life of its property, plant and equipment or its identified intangible assets should be changed, the Company would depreciate or amortize the net book value in excess of the salvage value over its revised remaining useful life, thereby increasing or decreasing depreciation or amortization expense. Long-lived assets, including property, plant and equipment and other intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such impairment tests are based on a comparison of undiscounted cash flows to the recorded value of the asset. The estimate of cash flow is based upon, among other things, assumptions about expected future operating performance. The Company’s estimates of undiscounted cash flow may differ from actual cash flow due to, among other things, technological changes, economic conditions, changes to its business model or changes in its operating performance. If the sum of the undiscounted cash flows is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. Impairment Reviews - 2015 As a result of the annual impairment assessment in accordance with FASB ASC 350, Intangibles - Goodwill and Other (“FASB ASC 350”) as of October 1, 2015, the CRTS reporting unit had a fair value below its carrying value, which caused the Company to review the financial performance of at risk asset groups within that reporting unit in accordance with FASB ASC 360, Property, Plant and Equipment (“FASB ASC 360”). The results of CRTS are reported within the Corrosion Protection reportable segment. In response to contract losses in the Central California upstream energy market during the fourth quarter of 2015 and the Company’s subsequent decision to reduce exposure to the upstream market, the Company performed a market assessment of its energy-related businesses and concluded that sustained low oil prices would continue to create market challenges for the foreseeable future, including a continued reduction in spending by certain of its customers in 2016. The loss of the contracts, coupled with the decision to downsize, caused the Company to review the financial performance of at risk asset groups within the reporting unit. The results of Energy Services are reported within the Energy Services reportable segment. The assets of each asset group represent the lowest level for which identifiable cash flows can be determined independent of other groups of assets and liabilities. The Company developed internal forward business plans under the guidance of local and regional leadership to determine the undiscounted expected future cash flows derived from each of the at risk asset groups’ long-lived assets. Such were based on management’s best estimates considering the likelihood of various outcomes. Based on the internal projections, the Company determined that the undiscounted expected future cash flows for all of the identified at risk asset groups exceeded the carrying value of the assets, and as such, no impairment to recorded long-lived assets was required. Impairment Review - September 30, 2014 As part of the 2014 Restructuring, the Company evaluated the long-lived assets of its global operations affected by the restructuring initiative. The affected reporting units were (i) the Bayou reporting unit (“Bayou Reporting Unit”); (ii) the European Sewer and Water Rehabilitation (“Europe”) reporting unit; and (iii) the Asia-Pacific Sewer and Water Rehabilitation (“Asia-Pacific”) reporting unit. The results of the Bayou Reporting Unit and its related asset groups are reported within the Corrosion Protection reportable segment. The results of Europe and Asia-Pacific and their related asset groups are reported within the Infrastructure Solutions reportable segment. The Company performed an asset impairment review as of September 30, 2014 for all of its at risk asset groups within each of the affected reporting units in accordance with FASB ASC 360. The Company also engaged a third-party valuation firm to assist in determining the fair value of long-lived assets at these at risk asset groups. Based upon the results of the analysis, the at risk asset groups with a fair value less than the carrying value of their respective assets included Bayou and Bayou Delta of the Bayou Reporting Unit; France of the Europe reporting unit; and Malaysia and India of the Asia-Pacific reporting unit. Accordingly, the Company recorded a total impairment charge of $11.9 million in the third quarter of 2014, which consisted of $10.9 million related to Bayou, $0.4 million related to Bayou Delta, $0.2 million related to France, $0.3 million related to Malaysia and $0.1 million related to India. The impairment charge was primarily recorded to cost of revenues in the Consolidated Statements of Operations. Included within the impairment assessment were Bayou-related intangible assets such as tradenames and customer relationships that were also tested on an undiscounted cash flow basis. For customer relationships, the undiscounted expected future cash flows were less than the carrying value; thus, the Company engaged a third-party valuation firm to assist in determining the fair value of customer relationships recorded at Bayou. Based on the results of the valuation, the carrying amount of the customer relationship intangible asset at Bayou exceeded the fair value and resulted in a full impairment as of September 30, 2014. Accordingly, the Company recorded a $10.9 million impairment charge in the third quarter of 2014. The impairment charge was recorded to definite-lived intangible asset impairment in the Consolidated Statements of Operations. Annual Impairment Assessment - October 1, 2014 As a result of the annual impairment assessment in accordance with FASB ASC 350, Intangibles – Goodwill and Other (“FASB ASC 350”), the Fyfe Rehabilitation (“Fyfe”) reporting unit had a fair value below its carrying value, which caused the Company to review the financial performance of all at risk asset groups within that reporting unit in accordance with FASB ASC 360. The results of Fyfe and its related asset groups are reported within the Infrastructure Solutions reportable segment. Based on the results of the valuation, the carrying amount of the customer relationship intangible asset at Fyfe Latin America exceeded the fair value and resulted in a $1.2 million impairment charge in the fourth quarter of 2014. The impairment charge was recorded to definite-lived intangible asset impairment in the Consolidated Statements of Operations. Impairment Review - December 31, 2014 During the fourth quarter of 2014, certain reporting units operating in the energy sector experienced customer-driven delays, work order cancellations, and canceled sales opportunities as a result of declining crude oil prices since October 2014. As a result, the Company evaluated the long-lived assets of its operations affected by these circumstances and performed an asset impairment review as of December 31, 2014 for all of its at risk asset groups within the CRTS and Bayou reporting units. The results of these reporting units and their related asset groups are reported within the Corrosion Protection reportable segment. Based on the internal projections, the Company determined that the undiscounted expected future cash flows for all of the identified at risk asset groups exceeded the carrying value of the assets, and as such, no impairment to recorded long-lived assets was required. The fair value estimates described above were determined using observable inputs and significant unobservable inputs, which are based on level 3 inputs as defined in Note 12. Goodwill Under FASB ASC 350, the Company assesses recoverability of goodwill on an annual basis or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. An impairment charge will be recognized to the extent that the implied fair value of a reporting unit is less than its carrying value. Factors that could potentially trigger an impairment review include (but are not limited to): • significant underperformance of a segment relative to expected, historical or forecasted operating results; • significant negative industry or economic trends; • significant changes in the strategy for a segment including extended slowdowns in the segment’s market; • a decrease in market capitalization below the Company’s book value; and • a significant change in regulations. Whether during the annual impairment assessment or during a trigger-based impairment review, the Company determines the fair value of its reporting units and compares such fair value to the carrying value of those reporting units to determine if there are any indications of goodwill impairment. Fair value of reporting units is determined using a combination of two valuation methods: a market approach and an income approach with each method given equal weight in determining the fair value assigned to each reporting unit. Absent an indication of fair value from a potential buyer or similar specific transaction, the Company believes the use of these two methods provides a reasonable estimate of a reporting unit’s fair value. Assumptions common to both methods are operating plans and economic outlooks, which are used to forecast future revenues, earnings and after-tax cash flows for each reporting unit. These assumptions are applied consistently for both methods. The market approach estimates fair value by first determining earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples for comparable publicly-traded companies with similar characteristics of the reporting unit. The EBITDA multiples for comparable companies are based upon current enterprise value. The enterprise value is based upon current market capitalization and includes a control premium. The Company believes this approach is appropriate because it provides a fair value estimate using multiples from entities with operations and economic characteristics comparable to its reporting units. The income approach is based on forecasted future (debt-free) cash flows that are discounted to present value using factors that consider timing and risk of future cash flows. The Company believes this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long-term operating cash flow performance. Discounted cash flow projections are based on financial forecasts developed from operating plans and economic outlooks, growth rates, estimates of future expected changes in operating margins, terminal value growth rates, future capital expenditures and changes in working capital requirements. Estimates of discounted cash flows may differ from actual cash flows due to, among other things, changes in economic conditions, changes to business models, changes in the Company’s weighted average cost of capital, or changes in operating performance. The discount rate applied to the estimated future cash flows is one of the most significant assumptions utilized under the income approach. The Company determines the appropriate discount rate for each of its reporting units based on the weighted average cost of capital (“WACC”) for each individual reporting unit. The WACC takes into account both the pre-tax cost of debt and cost of equity (including the risk-free rate on twenty year U.S. Treasury bonds), and certain other company-specific and market-based factors. As each reporting unit has a different risk profile based on the nature of its operations, the WACC for each reporting unit is adjusted, as appropriate, to account for company-specific risks. Accordingly, the WACC for each reporting unit may differ. Annual Impairment Assessment - October 1, 2016 The Company had nine reporting units for purposes of assessing goodwill at October 1, 2016 as follows: North America Pipe Rehabilitation, Europe Pipe Rehabilitation, Asia-Pacific Pipe Rehabilitation, Fyfe, Corrpro, United Pipeline Systems, Bayou, Coating Services and Energy Services. During 2016, the Company acquired four businesses (see Note 1). Underground Solutions was integrated into the North America Pipe Rehabilitation reporting unit; LMJ was integrated into the Europe Pipe Rehabilitation reporting unit; and Fyfe Europe and Concrete Solutions were integrated into the Fyfe reporting unit. During the fourth quarter of 2016, certain leadership changes and recent acquisitions within Infrastructure Solutions caused management to assess potential reporting unit composition changes, including consideration of aggregation criteria in accordance with FASB ASC 280-10-50-11 and FASB ASC 350-20-55, for certain of its reporting units. In particular, the Company considered the new management structure in addition to economic similarities and related performance measurement metrics in aggregating its North America Pipe Rehabilitation, Europe Pipe Rehabilitation and Asia-Pacific Pipe Rehabilitation reporting units into a single reporting unit. As noted above, all three reporting units were tested individually during the Company’s 2016 annual impairment testing. There were no indications of impairment noted during this testing, nor were there any indications of impairment during the fourth quarter of 2016 leading up to the reassessment. After assessing the above criteria, the Company aggregated the three reporting units into a single reporting unit, Municipal Pipe Rehabilitation, as of December 31, 2016. Going forward in 2017, the Company’s annual impairment test will be performed at the Municipal Pipe Rehabilitation reporting unit level. Significant assumptions used in the Company’s October 2016 goodwill review included: (i) discount rates ranging from 12.0% to 16.0% ; (ii) compound annual growth rates for revenues generally ranging from 2.2% to 7.2% for a majority of the reporting units, with one reporting unit utilizing a 10.8% annual growth rate due to a lower baseline and higher growth trajectory based on recent acquisitions and market potential; (iii) gross margin stability or slight improvement in the short term related to certain reporting units in the energy sector, but sustained or slightly increased gross margins long term; (iv) peer group EBITDA multiples; and (v) terminal values for each reporting unit using a long-term growth rate of 1.0% to 3.5% . If actual results differ from estimates used in these calculations, the Company could incur future impairment charges. During the Company’s assessment of its reporting units’ fair values in relation to their respective carrying values, three reporting units had a fair value in excess of 30% of their carrying value, five reporting units had a fair value in excess of 10% , but below 30% of their carrying value, and one reporting unit had a fair value within 10% percent of its carrying value. The reporting unit with a fair value within 10% of its carrying value was the Energy Services reporting unit. The total value of goodwill recorded at the impairment testing date for the Energy Services reporting unit was $46.7 million . For the Energy Services reporting unit, excess fair value in relation to its carrying value was 9.9% . The values derived from both the income approach and the market approach increased from the December 31, 2015 goodwill impairment review, and the fair value in relation to its carrying value improved from the prior year due to the successful restructuring efforts in 2016 to reposition the Company’s upstream energy business in Central California. The fair value for Energy Services increased $11.8 million , or 8.8% , from the prior year analysis. The 2016 analysis assumed a weighted average cost of capital of 13.0% and a long-term growth rate of 2.0% , which are both consistent with the December 31, 2015 review. The income approach analysis also included an annual revenue growth rate of approximately 5.4% , which is higher than the 2.6% growth assumed in the prior year analysis; while gross margins and EBITDA margins were decreased slightly in the short term due to the continued softness in the upstream energy markets. Projected cash flows were based, in part, on favorable refinery maintenance, construction and turnaround activity in 2017 and 2018. Prolonged periods of reduced customer spending could have a material negative affect on Energy Services’ projected long-term cash flows, which could lead to future impairment charges. Annual Impairment Assessment - October 1, 2015 As a result of the annual impairment assessment in accordance with FASB ASC 350, the CRTS reporting unit had a fair value less than its carrying value. Long-term expectations for the CRTS businesses remained low due to continued uncertainty in the upstream oil markets, which caused customer-driven delays in the more profitable international offshore pipeline market and delayed or canceled sales opportunities in certain North American markets. CRTS secured sizable project wins during 2014 and 2015; however, most were situated in international onshore and mining markets, which typically offer lower margin profiles. As a result of failing Step 1, the Company performed Step 2 procedures, which compares the carrying value of goodwill to its implied fair value. Based on this analysis, the Company determined that recorded goodwill at CRTS was impaired by $10.0 million , which was recorded to “Goodwill impairment” in the Consolidated Statement of Operations in t |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING 2016 Restructuring On January 4, 2016, the Company’s board of directors approved the 2016 Restructuring to reduce its exposure to the upstream oil markets and to reduce consolidated expenses. During the year, the Company completed its 2016 Restructuring, which included repositioning Energy Services’ upstream operations in California, reducing Corrosion Protection’s upstream exposure by divesting its interest in a Canadian pipe coating joint venture, right-sizing Corrosion Protection to compete more effectively and reducing corporate and other operating costs. The 2016 Restructuring reduced consolidated annual expenses by approximately $17.4 million , of which approximately $1.2 million , $6.6 million and $5.6 million related to recognized savings within Infrastructure Solutions, Corrosion Protection and Energy Services, respectively, and $4.0 million related to reduced corporate costs. Cost savings were achieved primarily through office closures and reducing headcount by approximately 964 employees, or 15.5% of the Company’s total workforce as of December 31, 2015. The Company recorded total pre-tax charges, most of which were cash charges, of $16.1 million ( $10.3 million after tax) in connection with the 2016 Restructuring. These charges included employee severance, retention, extension of benefits, employment assistance programs and other restructuring costs associated with the restructuring efforts described above. During 2016 , the Company recorded pre-tax expense related to the 2016 Restructuring as follows (in thousands): Year Ended December 31, 2016 Infrastructure Solutions Corrosion Protection Energy Services Total Severance and benefit related costs $ 2,249 $ 3,588 $ 1,559 $ 7,396 Lease termination costs — 154 983 1,137 Relocation and other moving costs 307 62 193 562 Other restructuring costs (1) 808 761 5,436 7,005 Total pre-tax restructuring charges (2) $ 3,364 $ 4,565 $ 8,171 $ 16,100 __________________________ (1) For Energy Services, includes charges primarily related to downsizing the Company’s upstream operations in California, inclusive of wind-down costs, professional fees, fixed asset disposals and certain other restructuring charges. (2) Includes $1.4 million of corporate-related restructuring charges that have been allocated to the reportable segments. 2016 Restructuring costs related to severance, other termination benefit costs and early lease termination costs for the year ended December 31, 2016 were $9.1 million , and reported, along with similar charges for the 2014 Restructuring, on a separate line in the Consolidated Statements of Operations in accordance with FASB ASC 420, Exit or Disposal Cost Obligations . The following tables summarize all charges related to the 2016 Restructuring recognized in 2016 as presented in their affected line in the Consolidated Statements of Operations (in thousands): Year Ended December 31, 2016 Non-Cash Restructuring Charges Cash Restructuring Charges (1) Total Cost of revenues (2) $ — $ 278 $ 278 Operating expenses (3) 516 5,962 6,478 Restructuring charges (4) — 9,095 9,095 Other expense (5) 249 — 249 Total pre-tax restructuring charges $ 765 $ 15,335 $ 16,100 __________________________ (1) Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods. (2) All charges relate to Corrosion Protection. (3) Operating expense charges mainly include wind-down and legal fees associated with the restructuring. Includes charges of $0.6 million related to Infrastructure Solutions, $0.5 million related to Corrosion Protection and $5.4 million related to Energy Services. (4) Restructuring costs relate to severance, other termination benefit costs and early lease termination costs. Includes charges of $2.6 million related to Infrastructure Solutions, $3.8 million related to Corrosion Protection and $2.7 million related to Energy Services. (5) All charges relate to the release of cumulative currency translation adjustments in Infrastructure Solutions. The following tables summarize the 2016 Restructuring activity during 2016 (in thousands): 2016 Utilized in 2016 Reserves at Cash (1) Non-Cash Severance and benefit related costs $ 7,396 $ 6,751 $ — $ 645 Lease termination costs 1,137 1,012 — 125 Relocation and other moving costs 562 552 — 10 Other restructuring costs 7,005 6,120 765 120 Total pre-tax restructuring charges $ 16,100 $ 14,435 $ 765 $ 900 __________________________ (1) Refers to cash utilized to settle charges during 2016. 2014 Restructuring On October 6, 2014, the Company’s board of directors approved the 2014 Restructuring to improve gross margins and profitability over the long term by exiting low-return businesses and reducing the size and cost of the Company’s overhead structure. The 2014 Restructuring generated annual operating cost savings of approximately $10.8 million , which was in-line with the Company’s estimate, and consisted of approximately $8.4 million and $2.4 million of recognized savings within Infrastructure Solutions and Corrosion Protection, respectively. The Company achieved these cost savings by (i) exiting certain unprofitable international locations for the Company’s CIPP business and consolidating the Company’s worldwide FRP business with the Company’s global CIPP business, all of which is in Infrastructure Solutions; and (ii) eliminating certain idle facilities in the Company’s pipe coating and insulation operation in Louisiana, which is in Corrosion Protection. The Company has completed substantially all of the aforementioned objectives related to the 2014 Restructuring. Headcount reductions associated with the 2014 Restructuring totaled 86 as of December 31, 2016. Total pre-tax 2014 Restructuring charges since inception were $60.3 million ( $44.8 million after tax) and consisted of non-cash charges totaling $48.3 million and cash charges totaling $12.0 million . The non-cash charges of $48.3 million included (i) $22.2 million related to the impairment of certain long-lived assets and definite-lived intangible assets for Bayou’s pipe coating operation in Louisiana; and (ii) $26.1 million related to impairment of definite-lived intangible assets, allowances for accounts receivable, write-off of certain other current assets and long-lived assets, inventory obsolescence, as well as losses related to the sales of the Company’s CIPP contracting operations in France and Switzerland, which are reported in Infrastructure Solutions. Cash charges totaling $12.0 million included employee severance, retention, extension of benefits, employment assistance programs and other costs associated with the restructuring of Insituform’s European and Asia-Pacific operations and Fyfe’s worldwide business. While estimated remaining cash costs to be incurred in 2017 for the 2014 Restructuring are not expected to be material, the Company expects to incur additional non-cash charges in 2017, primarily related to the potential release of cumulative currency translation adjustments resulting from the disposal of certain entities as well as the foreign currency impact from settlement of inter-company loans. The Company recorded pre-tax expenses of $(0.2) million , $11.0 million and $49.5 million in 2016 , 2015 and 2014, respectively, related to the 2014 Restructuring as follows (in thousands): Years Ended December 31, 2016 (1) 2015 (1) 2014 Total Total Infrastructure Corrosion Protection Total Severance and benefit related costs $ 73 $ 801 $ 687 $ — $ 687 Lease termination costs — 167 — — — Allowances for doubtful accounts (585 ) 1,186 11,947 — 11,947 Inventory obsolescence — — 2,746 — 2,746 Fixed asset impairment — — 533 11,338 11,871 Other asset write-offs — 1,880 5,013 10,896 15,909 Other restructuring costs (2) 340 6,946 6,358 — 6,358 Total pre-tax restructuring charges $ (172 ) $ 10,980 $ 27,284 $ 22,234 $ 49,518 __________________________ (1) All charges relate to Infrastructure Solutions. (2) Includes charges related to the losses on the sales of the CIPP contracting operations in France in February 2015 and Switzerland in December 2014, including the release of cumulative currency translation adjustments resulting from those sales. Also includes the write-off of certain other current assets and long-lived assets, professional fees and certain other restructuring charges. Restructuring costs related to severance, other termination benefit costs and early lease termination costs for the years ended 2016, 2015 and 2014 were $0.1 million , $1.0 million and $0.7 million , respectively, and reported, along with similar charges for the 2016 Restructuring, on a separate line in the Consolidated Statements of Operations in accordance with FASB ASC 420, Exit or Disposal Cost Obligations . The following table summarizes all 2014 Restructuring charges recognized in 2016 , 2015 and 2014, as presented in their affected line in the Consolidated Statements of Operations: Year Ended December 31, 2016 Other Non-Cash Restructuring Charges (1) Cash Restructuring Charges (Reversals) (1) Total Cost of revenues $ — $ 55 $ 55 Operating expenses (465 ) 165 (300 ) Restructuring charges — 73 73 Total pre-tax restructuring charges (2) $ (465 ) $ 293 $ (172 ) __________________________ (1) Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods. (2) All charges relate to Infrastructure Solutions. Year Ended December 31, 2015 Other Cash (1) Total Cost of revenues $ 1,620 $ 1,097 $ 2,717 Operating expenses 25 4,362 4,387 Restructuring charges — 968 968 Other expense (2) 3,035 (127 ) 2,908 Total pre-tax restructuring charges (3) $ 4,680 $ 6,300 $ 10,980 __________________________ (1) Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods. (2) Non-cash charges are comprised solely of charges related to the loss on sale of the CIPP contracting operation in France, including the release of cumulative currency translation adjustments, write-off of certain other current assets and long-lived assets as well as the reversal of a legal accrual. (3) All charges relate to Infrastructure Solutions. Year Ended December 31, 2014 Other (2) Cash (1) Total Cost of revenues $ 14,610 $ 1,076 $ 15,686 Operating expenses 17,579 2,976 20,555 Definite-lived intangible asset impairment 10,896 — 10,896 Restructuring charges — 687 687 Other expense (3) 790 904 1,694 Total pre-tax restructuring charges $ 43,875 $ 5,643 $ 49,518 __________________________ (1) Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods. (2) Non-cash charges are comprised of Corrosion Protection charges of $10.9 million related to definite lived intangible asset impairment and $11.3 million related to fixed asset impairment; and Infrastructure Solutions charges of $21.7 million related to inventory obsolescence, impairment definite-lived intangible assets, allowances for accounts receivable, write-off of certain other current assets and long-lived assets, loss on the sale of the CIPP contracting operation in Switzerland, including the release of cumulative currency translation adjustments, as well as a legal accrual related to disputed work performed by our European and Asia-Pacific operations. The following tables summarize the 2014 Restructuring activity during 2016 and 2015 (in thousands): Reserves at 2016 Foreign Currency Translation Utilized in 2016 Reserves at Cash (1) Non-Cash Severance and benefit related costs $ — $ 73 $ — $ 73 $ — $ — Reserves for customer receivables (2) 6,605 (585 ) (47 ) — 3,739 2,234 Other restructuring costs 968 340 (9 ) 519 307 473 Total pre-tax restructuring charges $ 7,573 $ (172 ) $ (56 ) $ 592 $ 4,046 $ 2,707 __________________________ (1) Refers to cash utilized to settle charges, either those reserved at December 31, 2015 or charged to income during 2016. (2) During the third quarter of 2016, the Company received payment on certain accounts receivable that were previously reserved. Additionally, the Company wrote off certain balances in costs and estimated earnings in excess of billings, along with the corresponding reserves, that were deemed fully uncollectible. Reserves at 2015 Foreign Currency Translation Utilized in 2015 Reserves at Cash (1) Non-Cash Severance and benefit related costs $ 466 $ 801 $ (7 ) $ 1,260 $ — $ — Lease termination expenses — 167 (2 ) 165 — — Reserves for customer receivables 11,464 1,186 (401 ) — 5,644 6,605 Other asset write-offs — 1,880 — — 1,880 — Other restructuring costs 2,496 6,946 (87 ) 4,828 3,559 968 Total pre-tax restructuring charges $ 14,426 $ 10,980 $ (497 ) $ 6,253 $ 11,083 $ 7,573 __________________________ (1) Refers to cash utilized to settle charges, either those reserved at December 31, 2014 or charged to income during 2015. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Balance Sheet Data [Abstract] | |
Supplemental Balance Sheet Information | SUPPLEMENTAL BALANCE SHEET INFORMATION Allowance for Doubtful Accounts Activity in the allowance for doubtful accounts is summarized as follows (in thousands): Years Ended December 31, 2016 2015 2014 Balance, at beginning of year $ 14,524 $ 19,307 $ 3,441 Bad debt expense (1)(2) 1,083 6,369 21,911 Write-offs and adjustments (1)(2) (9,509 ) (11,152 ) (6,045 ) Balance, at end of year (3) $ 6,098 $ 14,524 $ 19,307 __________________________ (1) The Company recorded bad debt expense (reversals) of $(0.6) million , $1.2 million and $11.9 million in 2016, 2015 and 2014, respectively, as part of the 2014 Restructuring (see Note 3) and was primarily due to the exiting of certain low-return businesses mainly in foreign locations. (2) The Company recorded bad debt expense of $2.9 million in 2015 related to long-dated receivables within the Corrosion Protection segment. (3) December 31, 2015 and 2014 balances include $7.5 million related to long-dated receivables, some of which were in litigation or dispute, within the Infrastructure Solutions segment. Costs and Estimated Earnings on Uncompleted Contracts Costs and estimated earnings on uncompleted contracts consisted of the following (in thousands): December 31, 2016 2015 Costs incurred on uncompleted contracts $ 741,590 $ 818,008 Estimated earnings to date 165,862 159,321 Subtotal 907,452 977,329 Less – billings to date (907,749 ) (975,663 ) Total $ (297 ) $ 1,666 Included in the accompanying balance sheets: Costs and estimated earnings in excess of billings 62,401 89,141 Billings in excess of costs and estimated earnings (62,698 ) (87,475 ) Total $ (297 ) $ 1,666 Costs and estimated earnings in excess of billings represent work performed that could not be billed either due to contract stipulations or the required contractual documentation has not been finalized. Substantially all unbilled amounts are expected to be billed and collected within one year. Inventories Inventories are summarized as follows (in thousands): December 31, 2016 2015 Raw materials and supplies $ 31,399 $ 23,467 Work-in-process 2,207 3,612 Finished products 14,015 6,789 Construction materials 16,332 13,911 Total $ 63,953 $ 47,779 Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): Estimated December 31, 2016 2015 Land and land improvements $ 10,414 $ 10,348 Buildings and improvements 5 — 40 65,505 55,981 Machinery and equipment 4 — 10 189,849 173,898 Furniture and fixtures 3 — 10 32,386 30,048 Autos and trucks 3 — 10 50,128 50,200 Construction in progress 9,944 11,661 Subtotal 358,226 332,136 Less – Accumulated depreciation (201,479 ) (187,303 ) Total $ 156,747 $ 144,833 Depreciation expense was $30.4 million , $30.6 million and $30.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2016 2015 Vendor and other accrued expenses $ 33,108 $ 56,570 Estimated casualty and healthcare liabilities 14,610 15,255 Job costs 8,707 12,403 Accrued compensation 23,398 22,184 Income tax payable and deferred income taxes 5,187 6,539 Total $ 85,010 $ 112,951 |
Assets Held For Sale
Assets Held For Sale | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held For Sale/Discontinued Operations | ASSETS HELD FOR SALE On December 31, 2015, the Company entered into a definitive agreement to sell its 51% interest in BPPC, a pipe coatings company in Western Canada, to its joint venture partner MFRI, Inc. The transaction closed effective February 1, 2016. BPPC was classified as held-for-sale at December 31, 2015. As a result of the sale, the Company recognized a pre-tax, non-cash charge of approximately $0.6 million at December 31, 2015 to reflect the expected loss on the sale of the business. This loss was derived primarily from the release of cumulative currency translation adjustments and was recorded to other income (expense) in the Consolidated Statement of Operations. See Note 1 for further discussion of this sale. The following table provides the components of assets and liabilities held for sale (in thousands): December 31, 2015 Assets held for sale: Total current assets $ 8,559 Property, plant & equipment, less accumulated depreciation 12,501 Total assets held for sale $ 21,060 Liabilities held for sale: Total current liabilities $ 944 Debt 1,924 Deferred income tax liabilities 1,473 Other liabilities 2,620 Total liabilities held for sale $ 6,961 Non-controlling interests $ 7,142 DISCONTINUED OPERATIONS During 2013, the Company’s Board of Directors approved a plan of liquidation for its BWW business in an effort to improve the Company’s overall financial performance and align the operations with its long-term strategic initiatives. BWW provided specialty welding and fabrication services from its facility in New Iberia, Louisiana. BWW ceased bidding new work and substantially completed all ongoing projects during the second quarter of 2013. During the fourth quarter of 2014, the Company completed final liquidation of BWW. Included within the final liquidation was the settlement of outstanding receivables with a single customer associated with a larger fabrication project. The Company also incurred cash charges of $1.4 million related to certain professional fees incurred during dissolution. This resulted in a recorded pre-tax charge of $6.0 million within discontinued operations. There were no discontinued operations during 2016 and 2015. Operating results for discontinued operations in 2014 are summarized as follows (in thousands): Year Ended December 31, 2014 Revenues $ — Gross loss (67 ) Operating expenses (5,941 ) Operating loss (6,008 ) Other income (expense) (74 ) Loss before tax benefits (6,082 ) Tax benefits 2,235 Net loss (3,847 ) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill The following table presents a reconciliation of the beginning and ending balances of the Company’s goodwill at January 1, 2016 and December 31, 2016 (in millions): Infrastructure Solutions Corrosion Protection Energy Services Total Balance, January 1, 2016 Goodwill, gross $ 190,525 $ 73,345 $ 80,246 $ 344,116 Accumulated impairment losses (16,069 ) (45,400 ) (33,527 ) (94,996 ) Goodwill, net 174,456 27,945 46,719 249,120 Acquisitions (1) 50,585 — — 50,585 Foreign currency translation (1,616 ) 530 — (1,086 ) Balance, December 31, 2016 Goodwill, gross 239,494 73,875 80,246 393,615 Accumulated impairment losses (16,069 ) (45,400 ) (33,527 ) (94,996 ) Goodwill, net $ 223,425 $ 28,475 $ 46,719 $ 298,619 __________________________ (1) During 2016 , the Company recorded goodwill of $44.0 million , $2.4 million , $0.8 million and $3.4 million related to the acquisitions of Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions, respectively (see Note 1). Intangible Assets Intangible assets were as follows (in thousands): December 31, 2016 December 31, 2015 Weighted Average Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount License agreements (1) 9.2 $ 4,418 $ (3,438 ) $ 980 $ 3,893 $ (3,275 ) $ 618 Leases 10.8 2,065 (912 ) 1,153 2,065 (764 ) 1,301 Trademarks (2) 13.6 24,185 (7,868 ) 16,317 22,519 (6,262 ) 16,257 Non-competes (3) 1.7 1,308 (1,054 ) 254 1,210 (945 ) 265 Customer relationships (4) 11.4 187,554 (53,830 ) 133,724 164,779 (41,967 ) 122,812 Patents and acquired technology (5) 10.0 66,222 (23,739 ) 42,483 55,260 (22,395 ) 32,865 $ 285,752 $ (90,841 ) $ 194,911 $ 249,726 $ (75,608 ) $ 174,118 __________________________ (1) During 2016, the Company recorded license agreements of $0.6 million related to the acquisition of LMJ’s CIPP business (see Note 1). (2) During 2016, the Company recorded trademarks of $1.4 million , $0.1 million and $0.1 million related to the acquisitions of Underground Solutions, Fyfe Europe and Concrete Solutions, respectively (see Note 1). (3) During 2016, the Company recorded non-compete agreements of $0.1 million related to the acquisition of Fyfe Europe (see Note 1). (4) During 2016, the Company recorded customer relationships of $20.7 million , $0.3 million , $0.2 million and $1.6 million related to the acquisitions of Underground Solutions, Fyfe Europe, LMJ’s CIPP business and Concrete Solutions, respectively (see Note 1). (5) During 2016, the Company recorded acquired technology of $11.3 million related to the acquisition of Underground Solutions (see Note 1). Amortization expense was $16.4 million , $13.2 million and $ 14.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Estimated amortization expense by year is as follows (in thousands): Year Amount 2017 $ 17,212 2018 17,040 2019 16,883 2020 16,841 2021 16,684 |
Long-Term Debt and Credit Facil
Long-Term Debt and Credit Facility | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Credit Facility | LONG-TERM DEBT AND CREDIT FACILITY Long-term debt, term note and notes payable consisted of the following (in thousands): December 31, 2016 2015 Term note, due October 30, 2020, annualized rates of 3.08% and 2.47%, respectively $ 328,125 $ 345,625 Line of credit, 2.96% 36,000 — Other notes with interest rates from 3.3% to 6.5% 9,901 9,797 Subtotal 374,026 355,422 Less – Current maturities and notes payable 19,835 17,648 Less – Unamortized loan costs 3,406 4,294 Total $ 350,785 $ 333,480 Principal payments required to be made for each of the next five years are summarized as follows (in thousands): Year Amount 2017 $ 19,835 2018 35,899 2019 28,438 2020 289,854 2021 — Total $ 374,026 Financing Arrangements In October 2015, the Company entered into an amended and restated $650.0 million senior secured credit facility (the “Credit Facility”) with a syndicate of banks. Bank of America, N.A. served as the sole administrative agent and JP Morgan Chase Bank, N.A. and U.S. Bank National Association acted as co-syndication agents. Merrill Lynch Pierce Fenner & Smith Incorporated, JPMorgan Securities LLC and U.S. Bank National Association acted as joint lead arrangers and joint book managers in the syndication of the Credit Facility. The Credit Facility consists of a $300.0 million five -year revolving line of credit and a $350.0 million five -year term loan facility. The Company drew the entire term loan from the Credit Facility to (i) retire $344.7 million in indebtedness outstanding under the Company’s prior credit facility; (ii) fund expenses associated with the Credit Facility; and (iii) fund general corporate purposes. In 2015, the Company paid expenses of $4.4 million associated with the Credit Facility, $1.8 million related to up-front lending fees and $2.6 million related to third-party arranging fees, the latter of which was recorded in interest expense on the consolidated statement of operations. In addition, the Company had $3.5 million in unamortized loan costs associated with the prior credit facility, of which $0.8 million was recorded in interest expense on the consolidated statement of operations. Generally, interest is charged on the principal amounts outstanding under the Credit Facility at the British Bankers Association LIBOR rate plus an applicable rate ranging from 1.25% to 2.25% depending on the Company’s consolidated leverage ratio. The Company can also opt for an interest rate equal to a base rate (as defined in the credit documents) plus an applicable rate, which is also based on the Company’s consolidated leverage ratio. The applicable LIBOR borrowing rate (LIBOR plus Company’s applicable rate) as of December 31, 2016 was approximately 3.07% . The Company’s indebtedness at December 31, 2016 consisted of $328.1 million outstanding from the $350.0 million term loan under the Credit Facility and $36.0 million on the line of credit under the Credit Facility. During 2016, the Company (i) borrowed $30.0 million on the line of credit to help fund the acquisition of Underground Solutions; (ii) borrowed $3.0 million on the line of credit to help fund a small acquisition; and (iii) had net borrowings of $3.0 million on the line of credit for both domestic and international working capital needs. Additionally, the Company designated $9.6 million of debt held by its joint venture partners (representing funds loaned by its joint venture partners) as third-party debt in the consolidated financial statements and held $0.3 million of third-party notes and bank debt at December 31, 2016 . Beginning in 2016, FASB ASC 835-30, Interest–Imputation of Interest (“FASB ASC 835-30”) required a change in the balance sheet presentation of debt issuance costs to be a deduction from the carrying amount of the related debt liability instead of a deferred charge as previously reported. As such, the Company has presented unamortized loan costs of $3.4 million and $4.3 million at December 31, 2016 and 2015, respectively, as a reduction to long-term debt on the Company’s Consolidated Balance Sheets. Comparable periods have been retrospectively adjusted in accordance with FASB ASC 835-30. As of December 31, 2016 , the Company had $28.2 million in letters of credit issued and outstanding under the Credit Facility. Of such amount, $15.4 million was collateral for the benefit of certain of our insurance carriers and $12.8 million was for letters of credit or bank guarantees of performance or payment obligations of foreign subsidiaries. The Company’s indebtedness at December 31, 2015 consisted of $345.6 million outstanding from the term loan under the Credit Facility and zero on the line of credit under the Credit Facility. Additionally, the Company designated $9.6 million of debt held by its joint ventures (representing funds loaned by its joint venture partners) as third-party debt in the consolidated financial statements and held $0.1 million of third-party notes and bank debt at December 31, 2015 . Further, the Company had $1.9 million in debt listed as held for sale at December 31, 2015 related to the sale of BPPC (see Note 5). At December 31, 2016 and 2015, the estimated fair value of the Company’s long-term debt was approximately $366.0 million and $349.1 million , respectively. Fair value was estimated using market rates for debt of similar risk and maturity and a discounted cash flow model, which are based on Level 3 inputs as defined in Note 12. In October 2015, the Company entered into an interest rate swap agreement for a notional amount of $262.5 million , which is set to expire in October 2020. The notional amount of this swap mirrors the amortization of a $262.5 million portion of the Company’s $350.0 million term loan drawn from the Credit Facility. The swap requires the Company to make a monthly fixed rate payment of 1.46% calculated on the amortizing $262.5 million notional amount, and provides for the Company to receive a payment based upon a variable monthly LIBOR interest rate calculated on the same amortizing $262.5 million notional amount. The receipt of the monthly LIBOR-based payment offsets the variable monthly LIBOR-based interest cost on a corresponding $262.5 million portion of the Company’s term loan from the Credit Facility. This interest rate swap is used to partially hedge the interest rate risk associated with the volatility of monthly LIBOR rate movement and is accounted for as a cash flow hedge. See Note 12. The Credit Facility is subject to certain financial covenants, including a consolidated financial leverage ratio and consolidated fixed charge coverage ratio. Subject to the specifically defined terms and methods of calculation as set forth in the Credit Facility’s credit agreement, the financial covenant requirements, as of each quarterly reporting period end, are defined as follows: • Consolidated financial leverage ratio compares consolidated funded indebtedness to Credit Facility defined income. The initial maximum amount was not to initially exceed 3.75 to 1.00. In connection with the acquisition of Underground Solutions, the Company executed a one-time election, in accordance with the Credit Agreement, to increase the consolidated financial leverage ratio to 4.00 to 1.00 for a period of one year . After which, the ratio will decrease periodically at scheduled reporting periods to not more that 3.75 to 1.00 beginning with the quarter ending March 31, 2017. At December 31, 2016 , the Company’s consolidated financial leverage ratio was 3.51 to 1.00 and, using the Credit Facility defined income, the Company had the capacity to borrow up to $53.5 million of additional debt. • Consolidated fixed charge coverage ratio compares Credit Facility defined income to Credit Facility defined fixed charges with a minimum permitted ratio of not less than 1.25 to 1.00. At December 31, 2016 , the Company’s fixed charge ratio was 1.51 to 1.00. At December 31, 2016 , the Company was in compliance with all of its debt and financial covenants as required under the Credit Facility. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Share Repurchase Plan Under the terms of its Credit Facility, the Company is authorized to purchase a limited number of shares of its common stock on an annual basis, subject to Board of Director authorization. During 2016, the Company acquired shares in connection with the following actions: • In November 2015, the Company’s Board of Directors authorized the open market repurchase of up to $20.0 million of the Company’s common stock to be made during 2015 and 2016 (the “November 2015 Program”). • In March 2016, the Company’s Board of Directors authorized the open market repurchase of up to an additional $20.0 million of the Company’s common stock during 2016 (the “March 2016 Program”) following the expiration or completion of the November 2015 Program. The Company began repurchasing shares under the March 2016 Program in April 2016 immediately following completion of the November 2015 Program. • In August 2016, the Company’s Board of Directors authorized the open market repurchase of up to an additional $10.0 million of the Company’s common stock during 2016 (the “August 2016 Program”) following the expiration or completion of the March 2016 Program. The Company began repurchasing shares under the August 2016 Program in October 2016 immediately following completion of the March 2016 Program. Our authorization to repurchase shares under the August 2016 program expired on December 31, 2016. In October 2016, our Board of Directors authorized the open market repurchase of up to $40.0 million of our common stock to be made during 2017. Once repurchased, the Company promptly retires such shares. The Company is also authorized to repurchase up to $10.0 million of the Company’s common stock in each calendar year in connection with the Company’s equity compensation programs for employees. The participants in the Company’s equity plans may surrender shares of common stock in satisfaction of tax obligations arising from the vesting of restricted stock and restricted stock unit awards under such plans and in connection with the exercise of stock option awards. The deemed price paid is the closing price of the Company’s common stock on the Nasdaq Global Select Market on the date that the restricted stock or restricted stock unit vests or the shares of the Company’s common stock are surrendered in exchange for stock option exercises. The option holder may elect a “net, net” exercise in connection with the exercise of employee stock options such that the option holder receives a number of shares equal to (1) the built-in gain in the option shares divided by the market price of the Company’s common stock on the date of exercise, less (2) a number of shares equal to the taxes due upon the exercise of the option divided by the market price of the Company’s common stock on the date of exercise. The shares of Company common stock surrendered to the Company for taxes due on the exercise of the option are deemed repurchased by the Company. During 2016 , the Company acquired 2,226,875 shares of the Company’s common stock for $41.8 million ( $18.76 average price per share) through the open market repurchase programs discussed above and 61,039 shares of the Company’s common stock for $1.2 million ( $19.65 average price per share) in connection with the satisfaction of tax obligations in connection with the vesting of restricted stock and restricted stock units. In addition, during 2016 , the Company acquired 61,980 shares of the Company’s common stock in connection with “net, net” exercises of employee stock options for a gross value of $1.5 million ( $1.2 million in cash value). Once repurchased, the Company immediately retired all such shares. During 2015 , the Company acquired 1,306,199 shares of the Company’s common stock for $24.3 million ( $18.58 average price per share) through open market repurchase programs and 32,902 shares of the Company’s common stock for $0.6 million ( $17.05 average price per share) in connection with the satisfaction of tax obligations in connection with the vesting of restricted stock and restricted stock units. In addition, during 2015 , the Company acquired 163,500 shares of the Company’s common stock in connection with “net, net” exercises of employee stock options for a gross value of $3.0 million ( $0.9 million in cash value). Once repurchased, the Company immediately retired all such shares. During 2014, the Company acquired 860,761 shares of the Company’s common stock for $20.0 million ( $23.24 average price per share) through open market repurchase programs and 54,334 shares of the Company’s common stock for $1.2 million ( $22.62 average price per share) in connection with the satisfaction of tax obligations in connection with the vesting of restricted stock, the exercise of stock options and the distribution of deferred stock units. In addition, during 2014, the Company acquired 419,643 shares of the Company’s common stock in connection with “net, net” exercises of employee stock options for a gross value of $9.8 million ( $1.4 million in cash value). Once repurchased, the Company immediately retired all such shares. Equity-Based Compensation Plans Employee Plans In April 2016, the Company’s stockholders approved the 2016 Employee Equity Incentive Plan (the “2016 Employee Plan”), which replaced the 2013 Employee Equity Incentive Plan. The 2016 Employee Plan provides for equity-based compensation awards, including restricted shares of common stock, performance awards, stock options, stock units and stock appreciation rights. There are 1,132,739 shares of the Company’s common stock registered for issuance under the 2016 Employee Plan. The 2016 Employee Plan is administered by the Compensation Committee of the Board of Directors, which determines eligibility, timing, pricing, amount and other terms or conditions of awards. At December 31, 2016 , there were no options and 56,581 unvested restricted stock units outstanding under the 2016 Employee Plan. Prior to the 2016 Employee Plan, the Board of Directors administered the 2013 Employee Equity Incentive Plan (the “2013 Employee Plan”) and the 2009 Employee Equity Incentive Plan (the “2009 Employee Plan”). At December 31, 2016 , there were no options and 1,435,307 unvested shares of restricted stock and restricted stock units outstanding under the 2013 Employee Plan, and 170,253 options and 9,133 unvested shares of restricted stock and restricted stock units outstanding under the 2009 Employee Plan. Director Plans In April 2016, the Company’s stockholders also approved the 2016 Director Equity Incentive Plan (the “2016 Director Plan”), which replaced the 2011 Non-Employee Director Equity Incentive Plan. The 2016 Director Plan provides for equity-based compensation awards, including non-qualified stock options and stock units. The Board of Directors administers the 2016 Director Plan and has the authority to establish, amend and rescind any rules and regulations related to the 2016 Director Plan. There are 166,456 shares of the Company’s common stock registered for issuance under the 2016 Director Plan. At December 31, 2016 , there were 2,104 deferred stock units outstanding under the 2016 Director Plan. Prior to the 2016 Director Plan, the Board of Directors administered the 2011 Non-Employee Director Equity Plan (“2011 Director Plan”), the 2006 Non-Employee Director Equity Plan (“2006 Director Plan”) and the 2001 Non-Employee Director Equity Plan (“2001 Director Plan”), all of which contained substantially the same provisions as the current plan. At December 31, 2016 , there were 149,925 deferred stock units outstanding under the 2011 Director Plan, 46,841 deferred stock units outstanding under the 2006 Director Plan and 54,575 deferred stock units outstanding under the 2001 Director Equity Plan. Activity and related expense associated with these plans are described in Note 9. |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-based Compensation | EQUITY-BASED COMPENSATION Stock Awards Stock awards, which include shares of restricted stock, restricted stock units and restricted performance units, are awarded from time to time to executive officers and certain key employees of the Company. Stock award compensation is recorded based on the award date fair value and charged to expense ratably through the requisite service period. The forfeiture of unvested restricted stock, restricted stock units and restricted performance units causes the reversal of all previous expense recorded as a reduction of current period expense. A summary of stock award activity is as follows: Years Ended December 31, 2016 2015 2014 Stock Awards Weighted Average Award Date Fair Value Stock Awards Weighted Stock Awards Weighted Outstanding, beginning of period 1,275,707 $ 19.60 767,540 $ 21.93 555,025 $ 22.79 Restricted shares awarded — — — — 242,722 23.76 Restricted stock units awarded 335,026 18.43 422,141 17.37 65,117 23.80 Performance stock units awarded 245,586 18.35 297,164 17.24 330,235 21.34 Restricted shares distributed (162,554 ) 23.49 (90,607 ) 19.25 (118,828 ) 23.55 Restricted stock units distributed (23,739 ) 20.73 (12,646 ) 19.62 (15,277 ) 21.25 Performance stock units distributed — — — — — — Restricted shares forfeited (22,045 ) 23.34 (54,045 ) 23.40 (104,013 ) 23.77 Restricted stock units forfeited (71,992 ) 17.60 (27,360 ) 18.79 (6,925 ) 22.93 Performance stock units forfeited (74,968 ) 18.68 (26,480 ) 19.50 (180,516 ) 24.54 Outstanding, end of year 1,501,021 $ 18.78 1,275,707 $ 19.60 767,540 $ 21.93 Expense associated with stock awards was $8.3 million , $6.8 million and $3.0 million in 2016 , 2015 and 2014 , respectively. Unrecognized pre-tax expense of $10.8 million related to stock awards is expected to be recognized over the weighted average remaining service period of 1.8 years for awards outstanding at December 31, 2016 . At December 31, 2016 , 1,147,770 shares of common stock were available for equity-based compensation awards pursuant to the 2016 Employee Plan. Deferred Stock Unit Awards Deferred stock units generally are awarded to directors of the Company and represent the Company’s obligation to transfer one share of the Company’s common stock to the grantee at a future date and generally are fully vested on the date of grant. The expense related to the issuance of deferred stock units is recorded as of the date of the award. The following table summarizes information about deferred stock unit activity: Years Ended December 31, 2016 2015 2014 Deferred Stock Units Weighted Average Award Date Fair Value Deferred Stock Units Weighted Average Award Date Fair Value Deferred Stock Units Weighted Average Award Date Fair Value Outstanding, beginning of period 247,219 $ 19.92 221,471 $ 20.10 214,455 $ 19.56 Awarded 45,886 21.22 53,527 18.56 38,810 22.89 Shares distributed (39,660 ) 21.29 (27,779 ) 18.76 (31,794 ) 19.70 Outstanding, end of year 253,445 $ 19.93 247,219 $ 19.92 221,471 $ 20.10 Expense associated with awards of deferred stock units was $1.0 million , $1.0 million and $0.9 million in 2016 , 2015 and 2014 , respectively. At December 31, 2016 , 164,352 shares of common stock were available for equity-based compensation awards pursuant to the 2016 Director Plan. Stock Options Stock options on the Company’s common stock are awarded from time to time to executive officers and certain key employees of the Company. Stock options granted generally have a term of seven to ten years and an exercise price equal to the market value of the underlying common stock on the date of grant. A summary of stock option activity is as follows: Years Ended December 31, 2016 2015 2014 Shares Weighted Average Exercise Price Shares Weighted Shares Weighted Outstanding at January 1 288,383 $ 21.73 503,134 $ 18.18 1,208,824 $ 18.54 Granted — — — — 38,820 24.21 Exercised (114,307 ) 21.33 (209,205 ) 13.13 (526,359 ) 16.36 Canceled/Expired (3,823 ) 22.24 (5,546 ) 24.21 (218,151 ) 25.61 Outstanding at December 31 170,253 $ 21.99 288,383 $ 21.73 503,134 $ 18.18 Exercisable at December 31 170,253 $ 21.99 284,929 $ 21.78 452,236 $ 18.12 In 2016 , 2015 and 2014 , the Company recorded expense of less than $0.1 million , $0.1 million and $0.6 million , respectively, related to stock option grants. Unrecognized pre-tax expense related to stock option grants was zero at December 31, 2016. Financial data for stock option exercises are summarized in the following table (in thousands): Years Ended December 31, 2016 2015 2014 Amount collected from stock option exercises $ 2,438 $ 2,748 $ 8,614 Total intrinsic value of stock option exercises 216 1,108 3,771 Tax benefit of stock option exercises recorded in additional paid-in-capital 615 209 6 Aggregate intrinsic value of outstanding stock options 517 173 1,231 Aggregate intrinsic value of exercisable stock options 517 169 1,209 The intrinsic value calculations are based on the Company’s closing stock price of $23.70 , $19.31 and $18.61 on December 31, 2016 , 2015 and 2014 , respectively. The Company uses a binomial option-pricing model for valuation purposes to reflect the features of stock options granted. Volatility, expected term and dividend yield assumptions were based on the Company’s historical experience. The risk-free rate was based on a U.S. treasury note with a maturity similar to the option grant’s expected term. There were no stock options granted during 2016 and 2015. The fair value of stock options awarded during 2014 was estimated at the date of grant based on the assumptions presented in the table below: Year Ended December 31, 2014 Range Weighted Average Grant-date fair value $11.27 $11.27 Volatility 41.6% 41.6% Expected term (years) 7.0 7.0 Dividend yield —% —% Risk-free rate 2.3% 2.3% |
Taxes on Income (Tax Benefits)
Taxes on Income (Tax Benefits) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Taxes on Income (Tax Benefits) | TAXES ON INCOME (TAX BENEFITS) Income (loss) from continuing operations before taxes on income (tax benefits) was as follows (in thousands): Years Ended December 31, 2016 2015 2014 Domestic $ 23,205 $ (15,944 ) $ (75,112 ) Foreign 12,064 17,159 39,137 Total $ 35,269 $ 1,215 $ (35,975 ) Provisions (benefits) for taxes on income (loss) from continuing operations consisted of the following components (in thousands): Years Ended December 31, 2016 2015 2014 Current: Federal $ (636 ) $ 2,150 $ (2,112 ) Foreign 3,585 5,600 10,586 State 175 528 2,635 Subtotal 3,124 8,278 11,109 Deferred: Federal 2,158 218 (18,629 ) Foreign 475 1,382 3,034 State 352 (673 ) 646 Subtotal 2,985 927 (14,949 ) Total tax provision (benefit) $ 6,109 $ 9,205 $ (3,840 ) Income tax (benefit) expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to income (loss) before income taxes, equity in income (loss) of joint ventures and minority interests as a result of the following (in thousands): Years Ended December 31, 2016 2015 2014 Income taxes (benefit) at U.S. federal statutory tax rate $ 12,344 $ 425 $ (12,591 ) Increase (decrease) in taxes resulting from: Change in the balance of the valuation allowance for deferred tax assets allocated to foreign income tax expense 1,364 (756 ) 7,785 Change in the balance of the valuation allowance for deferred tax assets allocated to domestic income tax expense (4,202 ) 4,834 5,206 State income taxes, net of federal income tax benefit 342 (94 ) (3,073 ) Divestitures 271 2,269 — Meals and entertainment 736 761 863 Changes in taxes previously accrued 23 (489 ) (1,932 ) Foreign tax rate differences (2,559 ) (1,468 ) (9,215 ) Goodwill impairment — 3,485 9,690 Recognition of uncertain tax positions 85 24 (96 ) Settlement of escrow arrangement — (1,115 ) — Domestic Production Activities deduction (1,017 ) (528 ) (81 ) Incremental U.S. taxes on undistributed foreign earnings — 2,102 — Other matters (1,278 ) (245 ) (396 ) Total tax provision (benefit) $ 6,109 $ 9,205 $ (3,840 ) Effective tax rate 17.3 % 757.6 % 10.7 % Net deferred taxes consisted of the following (in thousands): December 31, 2016 2015 Deferred income tax assets: Foreign tax credit carryforwards $ 3,426 $ 358 Net operating loss carryforwards 26,212 14,688 Accrued expenses 17,366 24,449 Other 8,701 8,285 Total gross deferred income tax assets 55,705 47,780 Less valuation allowance (15,428 ) (18,897 ) Net deferred income tax assets 40,277 28,883 Deferred income tax liabilities: Property, plant and equipment (12,627 ) (11,438 ) Intangible assets (28,346 ) (14,525 ) Undistributed foreign earnings (7,051 ) (9,153 ) Other (9,237 ) (8,248 ) Total deferred income tax liabilities (57,261 ) (43,364 ) Net deferred income tax liabilities $ (16,984 ) $ (14,481 ) The Company’s tax assets and liabilities, netted by taxing location, are in the following captions in the balance sheets (in thousands): December 31, 2016 2015 Current deferred income tax assets, net $ 7,824 $ 7,804 Current deferred income tax liabilities, net (1) (3,317 ) (5,029 ) Noncurrent deferred income tax assets, net 1,848 2,130 Noncurrent deferred income tax liabilities, net (23,339 ) (19,386 ) Net deferred income tax liabilities $ (16,984 ) $ (14,481 ) __________________________ (1) The December 31, 2015 balance includes $1.5 million of deferred income tax liabilities related to BPPC, which are classified as held for sale. See Note 5. The Company’s deferred tax assets at December 31, 2016 included $26.2 million in federal, state and foreign net operating loss (“NOL”) carryforwards. These NOLs include $20.8 million , which if not used will expire between the years 2017 and 2036, and $5.4 million that have no expiration dates. The Company also has deferred tax amounts related to foreign tax credit carryforwards of $3.4 million , of which, $3.2 million will expire in 2026 if not used and $0.2 million have no expiration date. For financial reporting purposes, a valuation allowance of $15.4 million has been recognized to reduce the deferred tax assets related to certain federal, state and foreign net operating loss carryforwards and other assets, for which it is more likely than not that the related tax benefits will not be realized, due to uncertainties as to the timing and amounts of future taxable income. The valuation allowance at December 31, 2015 was $18.9 million . The decrease during 2016 was primarily related to a $4.2 million reduction of previously recorded valuation allowances in the U.S., due to changes in the realization of future tax benefits and deferred tax composition changes, partially offset by a $1.4 million increase in the valuation allowance on certain net operating losses and deferred tax assets in foreign jurisdictions, primarily Europe. Activity in the valuation allowance is summarized as follows (in thousands): Years Ended December 31, 2016 2015 2014 Balance, at beginning of year $ 18,897 $ 19,353 $ 7,797 Additions 3,095 7,783 14,442 Reversals (4,984 ) (5,294 ) (2,090 ) Other adjustments (1,580 ) (2,945 ) (796 ) Balance, at end of year $ 15,428 $ 18,897 $ 19,353 The Company has recorded income tax expense at U.S. tax rates on all profits, except for undistributed profits of non-U.S. subsidiaries of approximately $208.4 million , which are considered indefinitely reinvested. Determination of the amount of unrecognized deferred tax liability related to the indefinitely reinvested profits is not feasible. A deferred tax asset is recognized only if the Company has definite plans to generate a U.S. tax benefit by repatriating earnings in the foreseeable future. As part of the February 2016 acquisition of Underground Solutions, the Company repatriated approximately $29.7 million from foreign subsidiaries to assist in funding the transaction, incurring approximately $3.2 million in additional taxes, an estimate for which was accrued as of December 31, 2015. This was viewed as a one-time, special-use transaction. With few exceptions, U.S. income taxes, net of applicable foreign tax credits, have not been provided on undistributed earnings of international subsidiaries. It is the Company’s intention to permanently reinvest these earnings. FASB ASC 740, Income Taxes (“FASB ASC 740”), prescribes a more-likely-than-not threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASC ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure of uncertain tax positions in financial statements. A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2016 2015 2014 Balance at January 1, $ 2,410 $ 2,672 $ 2,936 Additions for tax positions of prior years related to acquisitions 148 — — Additions for tax positions of prior years 10 10 36 Lapse in statute of limitations (83 ) (218 ) (252 ) Foreign currency translation (20 ) (54 ) (48 ) Balance at December 31, total tax provision $ 2,465 $ 2,410 $ 2,672 The total amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate was $0.5 million at December 31, 2016 . The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. During the years ended December 31, 2016 , 2015 and 2014 , approximately $0.3 million was expensed for interest and penalties in each period. The Company believes that it is reasonably possible that the total amount of unrecognized tax benefits will change in 2017. The Company has certain tax return years subject to statutes of limitation that will expire within twelve months. Unless challenged by tax authorities, the expiration of those statutes of limitation is expected to result in the recognition of uncertain tax positions in the amount of approximately $0.3 million . The Company is subject to taxation in the United States, various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2012. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Leases The Company leases a number of its administrative and operations facilities under non-cancellable operating leases expiring at various dates through 2025. In addition, the Company leases certain construction, automotive and computer equipment on a multi-year, monthly or daily basis. Rental expense in the years ended December 31, 2016 , 2015 and 2014 was $23.8 million , $24.9 million and $24.1 million , respectively. At December 31, 2016 , the future minimum lease payments required under the non-cancellable operating leases were as follows (in thousands): Year Minimum Lease Payments 2017 $ 18,976 2018 14,610 2019 10,723 2020 7,035 2021 4,818 Thereafter 4,923 Total $ 61,085 Litigation In December 2016, the Company settled two lawsuits related to the December 2012 departure of several key leaders in sales and operations for the Tyfo ® Fibrwrap ® technology, which is part of the Infrastructure Solutions platform. Under the settlement, Aegion will receive $6.6 million over the next four years; and accordingly, recorded the gain to “Gain on litigation settlement” in the Consolidated Statement of Operations. The initial $3.6 million cash payment was received in December 2016 and the remainder is to be paid in $750,000 installments over the next four years. At December 31, 2016, $750,000 was recorded to “Prepaid expenses and other current assets” and $2.25 million was recorded to “Other assets” in the Consolidated Balance Sheet. The Company is involved in certain litigation incidental to the conduct of its business and affairs. Management, after consultation with legal counsel, does not believe that the outcome of any such litigation, individually or in the aggregate, will have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows. Contingencies In February 2016, the Company entered into a conditional agreement to settle an outstanding dispute with a project client in the Infrastructure Solutions platform. As a result of the conditional settlement, the Company recorded a $2.7 million accrual as of December 31, 2015 in accordance with FASB ASC Subtopic No. 450-20, Contingencies - Loss Contingencies (“FASB ASC 450-20”). In March 2016, the Company entered into the final agreement and wrote off a $7.5 million customer receivable, along with the related allowance for doubtful account, as of March 31, 2016. The settlement amount was paid in April 2016. In connection with the Brinderson acquisition, certain pre-acquisition matters were identified in 2014 whereby a loss is both probable and reasonably estimable. The Company establishes liabilities in accordance with FASB ASC 450-20, and accordingly, recorded an accrual related to various legal, tax, employee benefit and employment matters. At December 31, 2015, the accrual related to these matters was $10.5 million . During the second quarter of 2016, the Company made payments totaling $0.4 million related to one of the above matters. Also during the second quarter of 2016, and based upon developments during the quarter and following consultation with internal and third-party legal counsel, the Company reassessed its reserve related to certain remaining matters and lowered its accrual for such matters by $1.8 million . During the third quarter of 2016, certain payroll tax audits were completed and statutory limitation periods lapsed. Following consultation with internal and third-party legal and tax counsel, the Company reassessed its reserve related to certain remaining matters and lowered its accrual for such matters by $2.3 million during the third quarter of 2016. The accrual adjustments resulted in an offset to “Operating expense” in the Consolidated Statement of Operations. As of December 31, 2016 , the remaining accrual relating to these matters was $6.0 million and represented the Company’s reasonable estimate of probable loss related to the Brinderson pre-acquisition matters. The Company believes it has asserted meritorious defenses to these remaining matters. Purchase Commitments The Company had no material purchase commitments at December 31, 2016 . Guarantees The Company has many contracts that require the Company to indemnify the other party against loss from claims, including claims of patent or trademark infringement or other third party claims for injuries, damages or losses. The Company has agreed to indemnify its surety against losses from third-party claims of subcontractors. The Company has not previously experienced material losses under these provisions and, while there can be no assurances, currently does not anticipate any future material adverse impact on its consolidated financial position, results of operations or cash flows. The Company regularly reviews its exposure under all its engagements, including performance guarantees by contractual joint ventures and indemnification of its surety. As a result of the most recent review, the Company has determined that the risk of material loss is remote under these arrangements and has not recorded a liability for these risks at December 31, 2016 on its consolidated balance sheet. Retirement Plans Substantially all of the Company’s U.S. employees are eligible to participate in one of the Company’s sponsored defined contribution savings plans, which are qualified plans under the requirements of Section 401(k) of the Internal Revenue Code. Company contributions to the domestic plans were $5.5 million , $5.5 million and $5.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Certain foreign subsidiaries maintain various other defined contribution retirement plans. Company contributions to such plans for the years ended December 31, 2016 , 2015 and 2014 were $0.8 million , $0.8 million and $1.2 million , respectively. In connection with the Company’s 2009 acquisition of Corrpro, the Company assumed an obligation associated with a contributory defined benefit pension plan sponsored by a subsidiary of Corrpro located in the United Kingdom. Employees of this Corrpro subsidiary no longer accrue benefits under the plan; however, Corrpro continues to be obligated to fund prior period benefits. Corrpro funds the plan in accordance with recommendations from an independent actuary and made contributions of $0.1 million , $0.1 million and $0.2 million in 2016 , 2015 and 2014, respectively. Both the pension expense and funding requirements for the years ended December 31, 2016 , 2015 and 2014 were immaterial to the Company’s consolidated financial position and results of operations. The benefit obligation and plan assets at December 31, 2016 were approximately $7.4 million and $8.8 million , respectively. The Company used a discount rate of 2.8% for the evaluation of the pension liability. The Company recorded an asset associated with the overfunded status of this plan of approximately $1.4 million , which is included in other long-term assets on the consolidated balance sheet. The benefit obligation and plan assets at December 31, 2015 approximated $7.9 million and $9.4 million , respectively. Plan assets consist of investments in equity and debt securities as well as cash, which are primarily Level 2 investments under the fair value hierarchy of U.S. GAAP. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | DERIVATIVE FINANCIAL INSTRUMENTS As a matter of policy, the Company uses derivatives for risk management purposes, and does not use derivatives for speculative purposes. From time to time, the Company may enter into foreign currency forward contracts to hedge foreign currency cash flow transactions. For cash flow hedges, gain or loss is recorded in the consolidated statements of operations upon settlement of the hedge. All of the Company’s hedges that are designated as hedges for accounting purposes were highly effective; therefore, no notable amounts of hedge ineffectiveness were recorded in the Company’s consolidated statements of operations for the outstanding hedged balance. During each of the years ended December 31, 2016 , 2015 and 2014, the Company recorded less than $0.1 million as a gain on the consolidated statements of operations in the other income (expense) line item upon settlement of the cash flow hedges. At December 31, 2016 , the Company recorded a net deferred gain of less than $0.1 million related to the cash flow hedges in other current assets and other comprehensive income on the consolidated balance sheets and on the foreign currency translation adjustment and derivative transactions line of the consolidated statements of equity. The Company presents derivative instruments in the consolidated financial statements on a gross basis. The gross and net difference of derivative instruments are considered to be immaterial to the financial position presented in the financial statements. The Company engages in regular inter-company trade activities with, and receives royalty payments from its wholly-owned Canadian entities, paid in Canadian Dollars, rather than the Company’s functional currency, U.S. Dollars. In order to reduce the uncertainty of the U.S. Dollar settlement amount of that anticipated future payment from the Canadian entities, the Company uses forward contracts to sell a portion of the anticipated Canadian Dollars to be received at the future date and buys U.S. Dollars. In October 2015, the Company entered into an interest rate swap agreement for a notional amount of $262.5 million , which is set to expire in October 2020. The notional amount of this swap mirrors the amortization of a $262.5 million portion of the Company’s $350.0 million term loan drawn from the Credit Facility. The swap requires the Company to make a monthly fixed rate payment of 1.46% calculated on the amortizing $262.5 million notional amount, and provides for the Company to receive a payment based upon a variable monthly LIBOR interest rate calculated on the same amortizing $262.5 million notional amount. The receipt of the monthly LIBOR-based payment offsets the variable monthly LIBOR-based interest cost on a corresponding $262.5 million portion of the Company’s term loan from the Credit Facility. This interest rate swap is used to partially hedge the interest rate risk associated with the volatility of monthly LIBOR rate movement and is accounted for as a cash flow hedge. The following table provides a summary of the fair value amounts of our derivative instruments, all of which are Level 2 (as defined below) inputs (in thousands): December 31, Designation of Derivatives Balance Sheet Location 2016 2015 Derivatives Designated as Hedging Instruments: Forward Currency Contracts Prepaid expenses and other current assets $ — $ 18 Interest Rate Swaps Other non-current assets 1,061 — Total Assets $ 1,061 $ 18 Forward Currency Contracts Accrued expenses $ 57 $ 243 Interest Rate Swaps Other non-current liabilities — 13 Total Liabilities $ 57 $ 256 Derivatives Not Designated as Hedging Instruments: Forward Currency Contracts Prepaid expenses and other current assets $ 26 $ 91 Total Assets $ 26 $ 91 Total Derivative Assets $ 1,087 $ 109 Total Derivative Liabilities 57 256 Total Net Derivative Asset (Liability) $ 1,030 $ (147 ) FASB ASC 820, Fair Value Measurements (“FASB ASC 820”), defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements for interim and annual reporting periods. The guidance establishes a three -tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1 – defined as quoted prices in active markets for identical instruments; Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. In accordance with FASB ASC 820, the Company determined that the instruments summarized below are derived from significant observable inputs, referred to as Level 2 inputs. The following table represents assets and liabilities measured at fair value on a recurring basis and the basis for that measurement (in thousands): Total Fair Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Forward Currency Contracts $ 26 $ — $ 26 $ — Interest Rate Swap 1,061 — 1,061 — Total $ 1,087 $ — $ 1,087 $ — Liabilities: Forward Currency Contracts $ 57 $ — $ 57 $ — Total $ 57 $ — $ 57 $ — Total Fair Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Forward Currency Contracts 109 — 109 — Total $ 109 $ — $ 109 $ — Liabilities: Forward Currency Contracts $ 243 $ — $ 243 $ — Interest Rate Swap 13 — 13 — Total $ 256 $ — $ 256 $ — The following table summarizes the Company’s derivative positions at December 31, 2016 : Position Notional Amount Weighted Average Remaining Maturity In Years Average Exchange Rate USD/EURO Sell $ 3,400,000 0.3 1.06 USD/British Pound Sell £ 4,595,000 0.3 1.24 EURO/British Pound Sell £ 5,700,000 0.3 0.86 Interest Rate Swap $ 246,094,750 3.8 The Company had no transfers between Level 1, 2 or 3 inputs during 2016 . Certain financial instruments are required to be recorded at fair value. Changes in assumptions or estimation methods could affect the fair value estimates; however, the Company does not believe any such changes would have a material impact on our financial condition, results of operations or cash flows. Other financial instruments including cash and cash equivalents and short-term borrowings, including notes payable, are recorded at cost, which approximates fair value, which are based on Level 2 inputs as previously defined. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held For Sale/Discontinued Operations | ASSETS HELD FOR SALE On December 31, 2015, the Company entered into a definitive agreement to sell its 51% interest in BPPC, a pipe coatings company in Western Canada, to its joint venture partner MFRI, Inc. The transaction closed effective February 1, 2016. BPPC was classified as held-for-sale at December 31, 2015. As a result of the sale, the Company recognized a pre-tax, non-cash charge of approximately $0.6 million at December 31, 2015 to reflect the expected loss on the sale of the business. This loss was derived primarily from the release of cumulative currency translation adjustments and was recorded to other income (expense) in the Consolidated Statement of Operations. See Note 1 for further discussion of this sale. The following table provides the components of assets and liabilities held for sale (in thousands): December 31, 2015 Assets held for sale: Total current assets $ 8,559 Property, plant & equipment, less accumulated depreciation 12,501 Total assets held for sale $ 21,060 Liabilities held for sale: Total current liabilities $ 944 Debt 1,924 Deferred income tax liabilities 1,473 Other liabilities 2,620 Total liabilities held for sale $ 6,961 Non-controlling interests $ 7,142 DISCONTINUED OPERATIONS During 2013, the Company’s Board of Directors approved a plan of liquidation for its BWW business in an effort to improve the Company’s overall financial performance and align the operations with its long-term strategic initiatives. BWW provided specialty welding and fabrication services from its facility in New Iberia, Louisiana. BWW ceased bidding new work and substantially completed all ongoing projects during the second quarter of 2013. During the fourth quarter of 2014, the Company completed final liquidation of BWW. Included within the final liquidation was the settlement of outstanding receivables with a single customer associated with a larger fabrication project. The Company also incurred cash charges of $1.4 million related to certain professional fees incurred during dissolution. This resulted in a recorded pre-tax charge of $6.0 million within discontinued operations. There were no discontinued operations during 2016 and 2015. Operating results for discontinued operations in 2014 are summarized as follows (in thousands): Year Ended December 31, 2014 Revenues $ — Gross loss (67 ) Operating expenses (5,941 ) Operating loss (6,008 ) Other income (expense) (74 ) Loss before tax benefits (6,082 ) Tax benefits 2,235 Net loss (3,847 ) |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | SEGMENT AND GEOGRAPHIC INFORMATION The Company operates in three distinct markets: energy and mining; water and wastewater; and commercial and structural services. During 2014, the Company realigned its existing three operating segments, which are also its reportable segments: Infrastructure Solutions; Corrosion Protection; and Energy Services. The Company’s operating segments correspond to its management organizational structure. Each new operating segment has a president who reports to the chief operating decision manager (“CODM”). The operating results and financial information reported by each of the new segments are evaluated separately, regularly reviewed and used by the CODM to evaluate segment performance, allocate resources and determine management incentive compensation. The realignment did not change the composition of the Company’s reporting units for goodwill impairment testing purposes. The Company’s current SEC filings reflect the above named reportable segments, unless and until such time as there is a subsequent change in the Company’s reportable segments. The following disaggregated financial results have been prepared using a management approach that is consistent with the basis and manner with which management internally disaggregates financial information for the purpose of making internal operating decisions. Financial results for discontinued operations have been removed for all periods presented. The Company evaluates performance based on stand-alone operating income (loss). Financial information by segment was as follows (in thousands): Years Ended December 31, 2016 (1) 2015 (2) 2014 (3) Revenues: Infrastructure Solutions $ 571,551 $ 556,234 $ 567,205 Corrosion Protection 401,469 437,921 458,409 Energy Services 248,900 339,415 305,807 Total revenues $ 1,221,920 $ 1,333,570 $ 1,331,421 Operating income (loss): Infrastructure Solutions (4) $ 53,503 $ 46,867 $ (6,194 ) Corrosion Protection (5) 1,809 (1,771 ) (31,010 ) Energy Services (6) (4,486 ) (25,150 ) 17,392 Total operating income (loss) $ 50,826 $ 19,946 $ (19,812 ) Other income (expense): Interest expense $ (15,029 ) $ (16,044 ) $ (12,943 ) Interest income 166 218 633 Other (694 ) (2,905 ) (3,853 ) Total other expense $ (15,557 ) $ (18,731 ) $ (16,163 ) Income (loss) before taxes on income $ 35,269 $ 1,215 $ (35,975 ) Total assets: Infrastructure Solutions $ 584,425 $ 508,817 $ 485,785 Corrosion Protection 424,007 489,519 506,659 Energy Services 147,171 183,763 197,858 Corporate 37,979 50,854 100,831 Assets held for sale — 21,060 — Total assets $ 1,193,582 $ 1,254,013 $ 1,291,133 Capital expenditures: Infrastructure Solutions $ 19,834 $ 7,657 $ 13,096 Corrosion Protection 14,393 17,226 12,107 Energy Services 2,514 2,202 3,720 Corporate 2,019 2,369 3,976 Total capital expenditures $ 38,760 $ 29,454 $ 32,899 Depreciation and amortization: Infrastructure Solutions $ 17,547 $ 14,836 $ 15,726 Corrosion Protection 18,792 18,834 19,259 Energy Services 7,067 7,641 7,004 Corporate 3,313 2,480 2,323 Total depreciation and amortization $ 46,719 $ 43,791 $ 44,312 __________________________ (1) Results include: (i) $15.9 million of restructuring charges (see Note 3); (ii) $2.7 million of costs incurred related to the acquisitions of Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and other acquisition targets; (iii) inventory step up expense of $3.6 million recognized as part of the accounting for business combinations; and (iv) a gain of $6.6 million in connection with the settlement of two longstanding lawsuits (see Note 11). (2) Results include: (i) $43.5 million of goodwill impairment charges (see Note 2); (ii) $8.1 million of 2014 Restructuring charges (see Note 3); and (iii) $1.9 million of costs incurred related to the acquisitions of Underground Solutions, Schultz and other acquisition targets. (3) Results include: (i) $51.5 million of goodwill impairment charges (see Note 2); (ii) $12.1 million of definite-lived intangible asset impairment charges (see Note 2); (iii) $47.8 million of 2014 Restructuring charges (see Note 3); and (iv) $1.4 million of costs incurred related to the acquisition of Brinderson and other acquisition targets. (4) Operating income for 2016 includes: (i) $3.1 million of 2016 Restructuring charges (see Note 3); (ii) $0.2 million of 2014 Restructuring expense reversals (see Note 3); (iii) $2.7 million of costs incurred related to the acquisitions of Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and other acquisition targets; (iv) inventory step up expense of $3.6 million recognized as part of the accounting for business combinations; and (v) a gain of $6.6 million in connection with the settlement of two longstanding lawsuits (see Note 11). Operating income for 2015 includes $8.1 million of 2014 Restructuring charges (see Note 3) and $1.1 million of costs incurred related to the acquisition of Underground Solutions and other acquisition targets. Operating income for 2014 includes: (i) $25.6 million of 2014 Restructuring charges (see Note 3), (ii) $16.1 million of goodwill impairment charges (see Note 2); and (iii) $1.2 million of definite-lived intangible asset impairment charges (see Note 2). (5) Operating income for 2016 includes $4.6 million of 2016 Restructuring charges (see Note 3). Operating income for 2015 includes $10.0 million of goodwill impairment charges (see Note 2) and $0.5 million of acquisition related expenses. Operating income for 2014 includes: (i) $35.4 million of goodwill impairment charges (see Note 2); (ii) $10.9 million of definite-lived intangible asset impairment charges (see Note 2); (iii) $11.3 million of 2014 Restructuring charges (see Note 3); and (iv) $0.7 million of costs incurred in conjunction with potential acquisition activity. (6) Operating income for 2016 includes $8.2 million of 2016 Restructuring charges (see Note 3). Operating income for 2015 includes $33.5 million of goodwill impairment charges (see Note 2) and $0.3 million of costs incurred related to the acquisition of Schultz. Operating income for 2014 includes (i) $0.7 million of costs incurred related to the acquisition of Brinderson and (ii) $4.5 million related to proceeds received in connection with the settlement of escrow claims related to the purchase of Brinderson.. The following table summarizes revenues, operating income (loss) and long-lived assets by geographic region (in thousands): Years Ended December 31, 2016 2015 2014 Revenues: (1) United States $ 924,580 $ 965,957 $ 926,834 Canada 129,291 174,827 202,806 Europe 60,238 56,474 85,614 Other foreign 107,811 136,312 116,167 Total revenues $ 1,221,920 $ 1,333,570 $ 1,331,421 Operating income (loss): United States $ 28,048 $ (18,959 ) $ (45,945 ) Canada 16,156 27,126 36,883 Europe 981 3,217 1,862 Other foreign 5,641 8,562 (12,612 ) Total operating income (loss) $ 50,826 $ 19,946 $ (19,812 ) Long-lived assets: (1)(2) United States $ 140,099 $ 124,120 $ 135,898 Canada 9,464 9,872 25,610 Europe 7,575 7,268 8,984 Other foreign 8,829 9,189 8,429 Total long-lived assets $ 165,967 $ 150,449 $ 178,921 __________________________ (1) Revenues and long-lived assets are attributed to the country of origin for the Company’s legal entities. For a significant majority of its legal entities, the country of origin relates to the country or geographic area that it services. (2) Long-lived assets as of December 31, 2016 , 2015 and 2014 do not include intangible assets, goodwill or deferred tax assets. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Unaudited quarterly financial data was as follows (in thousands, except per share data): First (1) Second (2) Third (3) Fourth (4) Year ended December 31, 2016: Revenues $ 293,908 $ 297,686 $ 308,524 $ 321,802 Gross profit 54,414 61,190 66,318 71,242 Operating income (loss) (4,139 ) 8,145 20,505 26,315 Net income (loss) (3,949 ) 3,193 11,787 18,129 Basic earnings per share: Net income (loss) $ (0.11 ) $ 0.10 $ 0.35 $ 0.52 Diluted earnings per share Net income (loss) $ (0.11 ) $ 0.10 $ 0.34 $ 0.52 ____________________ (1) Includes expenses of $9.7 million and $(0.2) million related to our 2016 Restructuring and 2014 Restructuring, respectively (see Note 3). (2) Includes expenses of $3.8 million and $0.1 million related to our 2016 Restructuring and 2014 Restructuring, respectively (see Note 3). (3) Includes expenses of $1.3 million and $(0.4) million related to our 2016 Restructuring and 2014 Restructuring, respectively (see Note 3). (4) Includes expenses of $1.3 million and $0.3 million related to our 2016 Restructuring and 2014 Restructuring, respectively (see Note 3), and a gain on litigation settlement of $6.6 million (see Note 11). First Quarter (1) Second Quarter (2) Third Quarter (3) Fourth Quarter (4) Year ended December 31, 2015: Revenues $ 309,166 $ 337,096 $ 356,595 $ 330,713 Gross profit 59,190 72,053 77,121 67,423 Operating income (loss) 9,125 14,523 24,938 (28,640 ) Net income (loss) 1,372 8,848 15,223 (33,433 ) Basic earnings per share: Net income (loss) $ 0.04 $ 0.24 $ 0.41 $ (0.91 ) Diluted earnings per share Net income (loss) $ 0.04 $ 0.24 $ 0.40 $ (0.91 ) ____________________ (1) Includes expenses of $3.5 million related to our 2014 Restructuring (see Note 3). (2) Includes expenses of $5.7 million related to our 2014 Restructuring (see Note 3). (3) Includes expenses of $1.5 million related to our 2014 Restructuring (see Note 3). (4) Includes expenses of $0.3 million related to our 2014 Restructuring and $43.5 million related to certain goodwill impairments (see Notes 2, 3 and 6). |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and majority-owned subsidiaries in which the Company is deemed to be the primary beneficiary. All significant intercompany transactions and balances have been eliminated. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenues | Revenues Revenues include construction, engineering and installation revenues that are recognized using the percentage-of-completion method of accounting in the ratio of costs incurred to estimated final costs. Revenues from change orders, extra work and variations in the scope of work are recognized when it is probable that they will result in additional contract revenue and when the amount can be reliably estimated. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and equipment costs. The Company expenses all pre-contract costs in the period these costs are incurred. Since the financial reporting of these contracts depends on estimates, which are assessed continually during the term of these contracts, recognized revenues and profit are subject to revisions as the contract progresses to completion. Revisions in profit estimates are reflected in the period in which the facts that give rise to the revision become known. If material, the effects of any changes in estimates are disclosed in the notes to the consolidated financial statements. When estimates indicate that a loss will be incurred on a contract, a provision for the expected loss is recorded in the period in which the loss becomes evident. Any revenue recognized is only to the extent costs have been recognized in the period. Additionally, the Company expenses all costs for unpriced change orders in the period in which they are incurred. Revenues from the Company’s Energy Services segment are derived mainly from multiple engineering and construction type contracts, as well as maintenance contracts, under multi-year long-term Master Service Agreements and alliance contracts. Businesses within the Company’s Energy Services segment enter into customer contracts that contain three principal types of pricing provisions: time and materials, cost plus fixed fee and fixed price. Although the terms of these contracts vary, most are made pursuant to cost reimbursable contracts on a time and materials basis under which revenues are recorded based on costs incurred at agreed upon contractual rates. Brinderson also performs services on a cost plus fixed fee basis under which revenues are recorded based upon costs incurred at agreed upon rates and a proportionate amount of the fixed fee or percentage stipulated in the contract. |
Foreign Currency Translation | Foreign Currency Translation Net foreign exchange transaction losses of $0.9 million , $0.1 million and $0.6 million for 2016, 2015 and 2014, respectively, are included in “Other expense” in the Consolidated Statements of Operations. For the Company’s international subsidiaries, the local currency is generally the functional currency. Assets and liabilities of these subsidiaries are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income (loss) in total stockholders’ equity. Net foreign exchange transaction gains (losses) are included in other income (expense) in the Consolidated Statements of Operations. Due to the strengthening of the U.S. dollar, there was a substantial decrease with respect to certain functional currencies and their relation to the U.S. dollar during the latter half of 2014 and throughout 2015, most notably the Canadian dollar, Australian dollar, British pound and euro. The Company’s accumulated other comprehensive loss is comprised of three main components: (i) currency translation; (ii) derivatives; and (iii) gains and losses associated with the Company’s defined benefit plan in the United Kingdom. |
Research and Development | Research and Development The Company expenses research and development costs as incurred. |
Taxation | Taxation The Company provides for estimated income taxes payable or refundable on current year income tax returns as well as the estimated future tax effects attributable to temporary differences and carryforwards, based upon enacted tax laws and tax rates, and in accordance with FASB ASC 740, Income Taxes (“FASB ASC 740”). FASB ASC 740 also requires that a valuation allowance be recorded against any deferred tax assets that are not likely to be realized in the future. The determination is based on the Company’s ability to generate future taxable income and, at times, is dependent on its ability to implement strategic tax initiatives to ensure full utilization of recorded deferred tax assets. Should the Company not be able to implement the necessary tax strategies, it may need to record valuation allowances for certain deferred tax assets, including those related to foreign income tax benefits. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowances recorded against net deferred tax assets. In accordance with FASB ASC 740, tax benefits from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. In addition, this recognition model includes a measurement attribute that measures the position as the largest amount of tax that is greater than 50% likely of being realized upon ultimate settlement in accordance with FASB ASC 740. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes tax liabilities in accordance with FASB ASC 740 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. While the Company believes the resulting tax balances as of December 31, 2016 and 2015 were appropriately accounted for in accordance with FASB ASC 740, the ultimate outcome of such matters could result in favorable or unfavorable adjustments to the consolidated financial statements and such adjustments could be material. |
Earnings per Share | Earnings per Share Earnings per share have been calculated using the following share information: Years Ended December 31, 2016 2015 2014 Weighted average number of common shares used for basic EPS 34,713,937 36,554,437 37,651,492 Effect of dilutive stock options and restricted and deferred stock unit awards 496,493 — — Weighted average number of common shares and dilutive potential common stock used in dilutive EPS 35,210,430 36,554,437 37,651,492 The Company excluded 324,804 and 318,059 stock options and restricted and deferred stock units in 2015 and 2014, respectively, from the diluted earnings per share calculation for the Company’s common stock because of the reported net loss for each period. The Company excluded 77,807 , 164,014 and 164,014 stock options in 2016 , 2015 and 2014 , respectively, from the diluted earnings per share calculations for the Company’s common stock because they were anti-dilutive as their exercise prices were greater than the average market price of common shares for each period. |
Purchase Price Accounting | Purchase Price Accounting The Company accounts for its acquisitions in accordance with FASB ASC 805, Business Combinations . The base cash purchase price plus the estimated fair value of any non-cash or contingent consideration given for an acquired business is allocated to the assets acquired (including identified intangible assets) and liabilities assumed based on the estimated fair values of such assets and liabilities. The excess of the total consideration over the aggregate net fair values assigned is recorded as goodwill. Contingent consideration, if any, is recognized as a liability as of the acquisition date with subsequent adjustments recorded in the consolidated statements of operations. Indirect and general expenses related to business combinations are expensed as incurred. The Company typically determines the fair value of tangible and intangible assets acquired in a business combination using independent valuations that rely on management’s estimates of inputs and assumptions that a market participant would use. Key assumptions include cash flow projections, growth rates, asset lives, and discount rates based on an analysis of weighted average cost of capital. |
Classification of Current Assets and Current Liabilities | Classification of Current Assets and Current Liabilities The Company includes in current assets and current liabilities certain amounts realizable and payable under construction contracts that may extend beyond one year. The construction periods on projects undertaken by the Company generally range from less than one month to 24 months. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company classifies highly liquid investments with original maturities of 90 days or less as cash equivalents. Recorded book values are reasonable estimates of fair value for cash and cash equivalents. Restricted cash primarily consists of funds reserved for legal requirements, payments from certain customers placed in escrow in lieu of retention in case of potential issues regarding future job performance by the Company, or advance customer payments and compensating balances for bank undertakings in Europe. Restricted cash related to operations is similar to retainage, and is, therefore, classified as a current asset, consistent with the Company’s policy on retainage. Changes in restricted cash flows are reported in the consolidated statements of cash flows based on the nature of the restriction. |
Inventories | Inventories Inventories are stated at the lower of cost (first-in, first-out) or market. Actual cost is used to value raw materials and supplies. Standard cost, which approximates actual cost, is used to value work-in-process, finished goods and construction materials. Standard cost includes direct labor, raw materials and manufacturing overhead based on normal capacity. For certain businesses within our Corrosion Protection segment, the Company uses actual costs or average costs for all classes of inventory. |
Retainage | Retainage Many of the contracts under which the Company performs work contain retainage provisions. Retainage refers to that portion of revenue earned by the Company but held for payment by the customer pending satisfactory completion of the project. The Company generally invoices its customers periodically as work is completed. Under ordinary circumstances, collection from municipalities is made within 60 to 90 days of billing. In most cases, 5% to 15% of the contract value is withheld by the municipal owner pending satisfactory completion of the project. Collections from other customers are generally made within 30 to 45 days of billing. Unless reserved, the Company believes that all amounts retained by customers under such provisions are fully collectible. Retainage on active contracts is classified as a current asset regardless of the term of the contract. Retainage is generally collected within one year of the completion of a contract, although collection can extend beyond one year from time to time. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Management makes estimates of the uncollectibility of accounts receivable and retainage. The Company records an allowance based on specific accounts to reduce receivables, including retainage, to the amount that is expected to be collected. The specific allowances are reevaluated and adjusted as additional information is received. After all reasonable attempts to collect the receivable or retainage have been explored, the account is written off against the allowance. The Company also includes reserves related to certain accounts receivable that may be in litigation or dispute. |
Long-Lived Assets | Long-Lived Assets Property, plant and equipment and other identified intangibles (primarily customer relationships, patents and acquired technologies, trademarks, licenses and non-compete agreements) are recorded at cost, net of accumulated depreciation and impairment, and, except for goodwill and certain trademarks, are depreciated or amortized on a straight-line basis over their estimated useful lives. Changes in circumstances such as technological advances, changes to the Company’s business model or changes in the Company’s capital strategy can result in the actual useful lives differing from the Company’s estimates. During 2016, no such changes were noted. If the Company determines that the useful life of its property, plant and equipment or its identified intangible assets should be changed, the Company would depreciate or amortize the net book value in excess of the salvage value over its revised remaining useful life, thereby increasing or decreasing depreciation or amortization expense. Long-lived assets, including property, plant and equipment and other intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such impairment tests are based on a comparison of undiscounted cash flows to the recorded value of the asset. The estimate of cash flow is based upon, among other things, assumptions about expected future operating performance. The Company’s estimates of undiscounted cash flow may differ from actual cash flow due to, among other things, technological changes, economic conditions, changes to its business model or changes in its operating performance. If the sum of the undiscounted cash flows is less than the carrying value, the Company recognizes an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. |
Goodwill | Goodwill Under FASB ASC 350, the Company assesses recoverability of goodwill on an annual basis or when events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. An impairment charge will be recognized to the extent that the implied fair value of a reporting unit is less than its carrying value. Factors that could potentially trigger an impairment review include (but are not limited to): • significant underperformance of a segment relative to expected, historical or forecasted operating results; • significant negative industry or economic trends; • significant changes in the strategy for a segment including extended slowdowns in the segment’s market; • a decrease in market capitalization below the Company’s book value; and • a significant change in regulations. Whether during the annual impairment assessment or during a trigger-based impairment review, the Company determines the fair value of its reporting units and compares such fair value to the carrying value of those reporting units to determine if there are any indications of goodwill impairment. Fair value of reporting units is determined using a combination of two valuation methods: a market approach and an income approach with each method given equal weight in determining the fair value assigned to each reporting unit. Absent an indication of fair value from a potential buyer or similar specific transaction, the Company believes the use of these two methods provides a reasonable estimate of a reporting unit’s fair value. Assumptions common to both methods are operating plans and economic outlooks, which are used to forecast future revenues, earnings and after-tax cash flows for each reporting unit. These assumptions are applied consistently for both methods. The market approach estimates fair value by first determining earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples for comparable publicly-traded companies with similar characteristics of the reporting unit. The EBITDA multiples for comparable companies are based upon current enterprise value. The enterprise value is based upon current market capitalization and includes a control premium. The Company believes this approach is appropriate because it provides a fair value estimate using multiples from entities with operations and economic characteristics comparable to its reporting units. The income approach is based on forecasted future (debt-free) cash flows that are discounted to present value using factors that consider timing and risk of future cash flows. The Company believes this approach is appropriate because it provides a fair value estimate based upon the reporting unit’s expected long-term operating cash flow performance. Discounted cash flow projections are based on financial forecasts developed from operating plans and economic outlooks, growth rates, estimates of future expected changes in operating margins, terminal value growth rates, future capital expenditures and changes in working capital requirements. Estimates of discounted cash flows may differ from actual cash flows due to, among other things, changes in economic conditions, changes to business models, changes in the Company’s weighted average cost of capital, or changes in operating performance. The discount rate applied to the estimated future cash flows is one of the most significant assumptions utilized under the income approach. The Company determines the appropriate discount rate for each of its reporting units based on the weighted average cost of capital (“WACC”) for each individual reporting unit. The WACC takes into account both the pre-tax cost of debt and cost of equity (including the risk-free rate on twenty year U.S. Treasury bonds), and certain other company-specific and market-based factors. As each reporting unit has a different risk profile based on the nature of its operations, the WACC for each reporting unit is adjusted, as appropriate, to account for company-specific risks. Accordingly, the WACC for each reporting unit may differ. Annual Impairment Assessment - October 1, 2016 The Company had nine reporting units for purposes of assessing goodwill at October 1, 2016 as follows: North America Pipe Rehabilitation, Europe Pipe Rehabilitation, Asia-Pacific Pipe Rehabilitation, Fyfe, Corrpro, United Pipeline Systems, Bayou, Coating Services and Energy Services. During 2016, the Company acquired four businesses (see Note 1). Underground Solutions was integrated into the North America Pipe Rehabilitation reporting unit; LMJ was integrated into the Europe Pipe Rehabilitation reporting unit; and Fyfe Europe and Concrete Solutions were integrated into the Fyfe reporting unit. During the fourth quarter of 2016, certain leadership changes and recent acquisitions within Infrastructure Solutions caused management to assess potential reporting unit composition changes, including consideration of aggregation criteria in accordance with FASB ASC 280-10-50-11 and FASB ASC 350-20-55, for certain of its reporting units. In particular, the Company considered the new management structure in addition to economic similarities and related performance measurement metrics in aggregating its North America Pipe Rehabilitation, Europe Pipe Rehabilitation and Asia-Pacific Pipe Rehabilitation reporting units into a single reporting unit. As noted above, all three reporting units were tested individually during the Company’s 2016 annual impairment testing. There were no indications of impairment noted during this testing, nor were there any indications of impairment during the fourth quarter of 2016 leading up to the reassessment. After assessing the above criteria, the Company aggregated the three reporting units into a single reporting unit, Municipal Pipe Rehabilitation, as of December 31, 2016. Going forward in 2017, the Company’s annual impairment test will be performed at the Municipal Pipe Rehabilitation reporting unit level. Significant assumptions used in the Company’s October 2016 goodwill review included: (i) discount rates ranging from 12.0% to 16.0% ; (ii) compound annual growth rates for revenues generally ranging from 2.2% to 7.2% for a majority of the reporting units, with one reporting unit utilizing a 10.8% annual growth rate due to a lower baseline and higher growth trajectory based on recent acquisitions and market potential; (iii) gross margin stability or slight improvement in the short term related to certain reporting units in the energy sector, but sustained or slightly increased gross margins long term; (iv) peer group EBITDA multiples; and (v) terminal values for each reporting unit using a long-term growth rate of 1.0% to 3.5% . If actual results differ from estimates used in these calculations, the Company could incur future impairment charges. During the Company’s assessment of its reporting units’ fair values in relation to their respective carrying values, three reporting units had a fair value in excess of 30% of their carrying value, five reporting units had a fair value in excess of 10% , but below 30% of their carrying value, and one reporting unit had a fair value within 10% percent of its carrying value. The reporting unit with a fair value within 10% of its carrying value was the Energy Services reporting unit. The total value of goodwill recorded at the impairment testing date for the Energy Services reporting unit was $46.7 million . For the Energy Services reporting unit, excess fair value in relation to its carrying value was 9.9% . The values derived from both the income approach and the market approach increased from the December 31, 2015 goodwill impairment review, and the fair value in relation to its carrying value improved from the prior year due to the successful restructuring efforts in 2016 to reposition the Company’s upstream energy business in Central California. The fair value for Energy Services increased $11.8 million , or 8.8% , from the prior year analysis. The 2016 analysis assumed a weighted average cost of capital of 13.0% and a long-term growth rate of 2.0% , which are both consistent with the December 31, 2015 review. The income approach analysis also included an annual revenue growth rate of approximately 5.4% , which is higher than the 2.6% growth assumed in the prior year analysis; while gross margins and EBITDA margins were decreased slightly in the short term due to the continued softness in the upstream energy markets. Projected cash flows were based, in part, on favorable refinery maintenance, construction and turnaround activity in 2017 and 2018. Prolonged periods of reduced customer spending could have a material negative affect on Energy Services’ projected long-term cash flows, which could lead to future impairment charges. Annual Impairment Assessment - October 1, 2015 As a result of the annual impairment assessment in accordance with FASB ASC 350, the CRTS reporting unit had a fair value less than its carrying value. Long-term expectations for the CRTS businesses remained low due to continued uncertainty in the upstream oil markets, which caused customer-driven delays in the more profitable international offshore pipeline market and delayed or canceled sales opportunities in certain North American markets. CRTS secured sizable project wins during 2014 and 2015; however, most were situated in international onshore and mining markets, which typically offer lower margin profiles. As a result of failing Step 1, the Company performed Step 2 procedures, which compares the carrying value of goodwill to its implied fair value. Based on this analysis, the Company determined that recorded goodwill at CRTS was impaired by $10.0 million , which was recorded to “Goodwill impairment” in the Consolidated Statement of Operations in the fourth quarter of 2015. As of December 31, 2015, the Company had remaining CRTS goodwill of $4.4 million . Projected cash flows were based, in part, on maintaining a presence in the higher-margin, international offshore pipeline market and the Company’s ability to expand its technology to other applications. If these assumptions do not materialize in a manner consistent with the Company’s expectations, there is risk of further impairment to recorded goodwill. Impairment Review - December 31, 2015 In response to contract losses in the Central California upstream energy market during the fourth quarter of 2015 and the Company’s subsequent decision to reduce exposure to the upstream market, the Company performed a market assessment of its energy-related businesses and concluded that sustained low oil prices would continue to create market challenges for the foreseeable future, including a continued reduction in spending by certain of its customers in 2016. The loss of the contracts, coupled with the decision to downsize, caused the Company to review the goodwill of its operations affected by these circumstances and determined that a triggering event had occurred. As such, the Company performed an interim goodwill impairment review for its Energy Services reporting unit as of December 31, 2015. In accordance with the provisions of FASB ASC 350, the Company determined the fair value of the affected reporting unit and it was found to be less than the carrying value. As a result of failing Step 1, the Company performed Step 2 procedures, which compares the carrying value of goodwill to its implied fair value. Based on this analysis, the Company determined that recorded goodwill at Energy Services was impaired by $33.5 million , which was recorded to “Goodwill impairment” in the Consolidated Statement of Operations in the fourth quarter of 2015. As of December 31, 2015, the Company had remaining Energy Services goodwill of $46.7 million . Projected cash flows were based on maintaining a smaller but profitable presence in the upstream energy market and continued strength in the Central California downstream energy market. Also included in the projected cash flows were certain cost savings expected to be achieved through the 2016 Restructuring. If these assumptions do not materialize in a manner consistent with the Company’s expectations, there is risk of further impairment to recorded goodwill. Impairment Review - September 30, 2014 As a result of the 2014 Restructuring, the Company evaluated the goodwill of its global operations affected by the restructuring initiative and determined that a triggering event had occurred. As such, the Company performed a goodwill impairment review for each affected reporting unit as of September 30, 2014. The Company’s reporting units adversely affected by the 2014 Restructuring were Bayou, Europe and Asia-Pacific. In accordance with the provisions of FASB ASC 350, the Company determined the fair value of its reporting units and compared such fair value to the carrying value of those reporting units. For all three reporting units, fair value exceeded carrying value, and as such, no impairment to recorded goodwill was required. Annual Impairment Assessment - October 1, 2014 As a result of the annual impairment assessment in accordance with FASB ASC 350, the Fyfe reporting unit had a fair value less than its carrying value. Longer-term expectations for the Fyfe businesses, primarily in North America, were lowered in 2014 because investments in operational leadership and business development yielded slower than expected growth. In previous years, the Company expected bidding activity would increase in 2014 and result in new contract wins that would commence in 2014 and 2015. While stability was restored and improvements were made in 2014, the ability to sustain new order intake and improve gross profits did not materialize as rapidly as expected. As a result of failing Step 1, the Company performed Step 2 procedures, which compares the carrying value of goodwill to its implied fair value. Based on this analysis, the Company determined that recorded goodwill at Fyfe was impaired by $16.1 million , which was recorded to “Goodwill impairment” in the Consolidated Statement of Operations in the fourth quarter of 2014. As of December 31, 2014, the Company had remaining Fyfe goodwill of $50.2 million . Future cash flows included increased revenue projections related to growth in the pipeline market, specifically industrial and municipal pipelines. Delays in those growth projections could have a material negative affect on Fyfe’s projected long-term cash flows. Also included in the projected cash flows were certain cost savings expected to be achieved through the 2014 Restructuring. If any of these assumptions do not materialize in a manner consistent with the Company’s expectations, there is risk of further impairment to recorded goodwill. Impairment Review - December 31, 2014 During the fourth quarter of 2014, certain reporting units operating in the energy sector experienced customer-driven delays, work order cancellations, and canceled sales opportunities as a result of declining crude oil prices since October 2014. The Company evaluated the goodwill of its operations affected by these circumstances and determined that a triggering event had occurred. As such, the Company performed a goodwill impairment review for its Bayou and CRTS reporting units as of December 31, 2014. In accordance with the provisions of FASB ASC 350, the Company determined the fair value of its affected reporting units and compared such fair value to the carrying value of those reporting units. For both reporting units, carrying value exceeded fair value. For the Bayou reporting unit, uncertainty in the upstream oil markets, which caused work order cancellations and canceled sales opportunities in North America for the Bayou Canada and CCSI asset groups, affected the Company’s expected future cash flows in 2015 and 2016. As a result of failing Step 1, the Company performed Step 2 procedures, which compares the carrying value of goodwill to its implied fair value. Based on this analysis, the Company determined that Bayou’s goodwill was fully impaired, and as such, recorded a $29.7 million charge to “Goodwill impairment” in the Consolidated Statement of Operations in 2014. As of December 31, 2014, there was no recorded goodwill at Bayou. For the CRTS reporting unit, expected future cash flows were impacted by the uncertainty in the upstream oil markets, which caused customer-driven delays in the more profitable international offshore pipeline market and delayed or canceled sales opportunities in certain North American markets. As a result of failing Step 1, the Company performed Step 2 procedures, which compares the carrying value of goodwill to its implied fair value. Based on this analysis, the Company determined that recorded goodwill at CRTS was impaired by $5.7 million , which was recorded to “Goodwill impairment” in the Consolidated Statement of Operations in 2014. As of December 31, 2014, the Company had remaining CRTS goodwill of $14.4 million . See subsequent impairment review performed as of October 1, 2015 above. |
Investments in Affiliated Companies | Investments in Affiliated Companies Investments in entities in which the Company does not have control or is not the primary beneficiary of a variable interest entity, and for which the Company has 20% to 50% ownership or has the ability to exert significant influence (“affiliated companies”), are accounted for by the equity method. At December 31, 2016 and 2015 , the Company did not own any investments in affiliated companies. On March 31, 2014, the Company sold its forty-nine percent ( 49% ) interest in Bayou Coating to Stupp, the holder of the remaining fifty-one percent ( 51% ) interest in Bayou Coating. Stupp purchased the interest by exercising an existing option to acquire the Company’s interest in Bayou Coating at a purchase price equal to $9.1 million . The Company had previously received an indication from Stupp of its intent to exercise such option and, in the second quarter of 2013 in connection with such indication, the Company recognized a non-cash charge of $2.7 million ( $1.8 million after tax) related to the goodwill allocated to the joint venture as part of the purchase price accounting associated with the 2009 acquisition of Bayou. The non-cash charge represented the Company’s then current estimate of the difference between the carrying value of the investment on the balance sheet and the amount the Company would receive in connection with the exercise. During the first quarter of 2014, the difference between the Company’s recorded gross equity in earnings of affiliated companies of $1.2 million and the final equity distribution settlement of $0.7 million resulted in a loss of $0.5 million that is recorded in other income (expense) on the consolidated statement of operations. |
Investments in Variable Interest Entities | Investments in Variable Interest Entities The Company evaluates all transactions and relationships with variable interest entities (“VIE”) to determine whether the Company is the primary beneficiary of the entities in accordance with FASB ASC 810, Consolidation. The Company’s overall methodology for evaluating transactions and relationships under the VIE requirements includes the following two steps: • determine whether the entity meets the criteria to qualify as a VIE; and • determine whether the Company is the primary beneficiary of the VIE. In performing the first step, the significant factors and judgments that the Company considers in making the determination as to whether an entity is a VIE include: • the design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders; • the nature of the Company’s involvement with the entity; • whether control of the entity may be achieved through arrangements that do not involve voting equity; • whether there is sufficient equity investment at risk to finance the activities of the entity; and • whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns. If the Company identifies a VIE based on the above considerations, it then performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant factors and judgments: • whether the entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance; and • whether the entity has the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Based on its evaluation of the above factors and judgments, as of December 31, 2016 , the Company consolidated any VIEs in which it was the primary beneficiary. |
Accounting Standards Update | Accounting Standards Updates In January 2017, the FASB issued guidance that simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The standard requires an entity to perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The standard is effective for fiscal years beginning after December 15, 2019, but early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The guidance is not expected to have a material impact on the consolidated financial statements and the Company intends to early adopt in 2017. In November 2016, the FASB issued guidance requiring that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash. As a result, restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, and the new guidance is to be applied retrospectively. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements, other than the classification of restricted cash on the consolidated statement of cash flows. In August 2016, the FASB issued guidance to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective retroactively in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect the guidance will have on its statement of cash flows. In March 2016, the FASB issued guidance that simplifies several aspects of the accounting for share-based payment awards to employees, including the accounting for income taxes, classification of awards as either equity or liabilities and classification in the statement of cash flows. The standard is effective for public companies for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued guidance that requires lessees to present right-of-use assets and lease liabilities on the balance sheet for all leases with lease terms longer than twelve months. The standard will be effective for the Company for its fiscal year beginning January 1, 2019, including interim periods within that fiscal year. Early adoption is permitted. Entities are required to use the modified retrospective approach for all existing leases as of the effective date; however, the standard provides for certain practical expedients. The Company is currently evaluating the effect the guidance will have on its financial condition and results of operations. As further described in Note 11, the Company has approximately $61.1 million of minimum lease commitments under non-cancellable operating leases. Separate from those contracts, the Company is currently evaluating other existing arrangements to determine if they qualify for lease accounting under the new standard. In November 2015, the FASB issued guidance that requires all deferred tax assets and liabilities, along with any related valuation allowance, to be presented as non-current within the Consolidated Balance Sheet. It is effective for annual reporting periods beginning after December 15, 2016, but early adoption is permitted. At December 31, 2016, t he Company reported both current and non-current deferred tax assets and liabilities; however, the prospective adoption of the guidance in the first quarter of 2017 will not have a material impact on its presentation of financial condition. In September 2015, the FASB issued guidance that requires acquirers in a business combination to recognize measurement period adjustments in the reporting period in which the adjustment amounts are determined. This is a change from the previous requirement that the adjustments be recorded retrospectively. The Company’s adoption of this standard in 2016 did not have a material impact on its consolidated financial statements. In August 2014, the FASB issued guidance that requires management to assess the Company’s ability to continue as a going concern and to provide related disclosures in certain circumstances. The standard was effective for the Company in the fourth quarter of 2016 and did not impact the Company’s presentation of, or disclosures in, its consolidated financial statements. In May 2014, the FASB issued guidance that supersedes revenue recognition requirements regarding contracts with customers to transfer goods or services or for the transfer of non-financial assets. Under the new guidance, entities are required to recognize revenue in order to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a five-step analysis to be performed on transactions to determine when and how revenue is recognized. This new guidance is effective for the Company’s fiscal year beginning January 1, 2018. Early adoption is permitted, although the Company does not intend to do so. Entities are allowed to transition to the new standard either on a full retrospective basis or under the cumulative effect method whereby the entity applies the new revenue standard as of the date of initial application without restatement of comparative period amounts. The Company is still evaluating the impact of the new revenue standard including which transition approach will be applied. The Company has identified a project manager as well as a cross functional project team responsible for assessing the impact on its contracts. The implementation team is finalizing the project’s assessment phase, which included the identification of the Company’s key revenue streams (fixed fee, time and materials, product sales and royalty fees from license arrangements) and the comparison of historical accounting policies and practices to the requirements of the new revenue standard. The implementation team has also made substantial progress in the contract review phase of the project, which included identifying the population of contracts and a deep analysis of the new standard on individual contract terms, and initiated the process of identifying potential changes to business processes, systems and controls to support recognition and disclosure under the new standard. Based on its preliminary assessment, the Company does not anticipate a significant change to the timing of revenue or cost recognition upon adoption of the new revenue standard. Revenues earned from construction, engineering and installation services that are recognized using the percentage-of-completion method of accounting under historical reporting practices are expected to remain largely unchanged. Other less significant revenue streams such as time and materials projects, product sales and royalty fees are still being evaluated, but significant changes are not expected at this time. Approved change orders and revised cost estimates could result in cumulative catch up adjustments to revenue under certain circumstances. We also expect to implement changes to our financial reporting process in order to comply with the disclosure requirements of the new revenue standard. |
Description of Business (Tables
Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of contribution to revenues and profits and pro forma | Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and Schultz made the following contributions to the Company’s revenues and profits (in thousands): Year Ended December 31, 2016 Year Ended December 31, 2015 Underground Solutions (1) Fyfe LMJ Concrete Schultz (2) Schultz (3) Revenues $ 29,425 $ 23 $ 4,865 $ 2,700 $ 24,702 $ 13,771 Net income (loss) (2,694 ) (764 ) (1,153 ) 106 (1,068 ) (1,470 ) _____________________ (1) The reported net loss for Underground Solutions for 2016 includes inventory step up expense of $3.6 million , recognized as part of the accounting for business combinations, and an allocation of corporate expenses of $3.2 million . (2) The reported net loss for Schultz for 2016 includes charges related to the 2016 Restructuring of $0.2 million and an allocation of corporate expenses of $2.9 million . (3) The reported net loss for Schultz for 2015 includes a pre-tax charge for goodwill impairment of $1.7 million and an allocation of corporate expenses of $1.0 million . The following unaudited pro forma summary presents combined information of the Company as if the Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and Schultz acquisitions had occurred at the beginning of the year preceding their acquisition (in thousands, except earnings per share): Years Ended December 31, 2016 (1) 2015 (2) 2014 (3) Revenues $ 1,231,900 $ 1,387,465 $ 1,339,147 Net income (loss) (4) 29,743 (6,545 ) (35,304 ) Diluted earnings (loss) per share $ 0.84 $ (0.18 ) $ (0.94 ) _____________________ (1) Includes pro-forma results related to Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions. (2) Includes pro-forma results related to Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and Schultz. (3) Includes pro-forma results related to Schultz. (4) Includes pro-forma adjustments for purchase price depreciation and amortization as if those intangibles were recorded as of January 1 of the year preceding the respective acquisition date. |
Schedule of fair value of assets acquired and liabilities assumed | The following table summarizes the fair value of identified assets and liabilities of the Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and Schultz acquisitions at their respective acquisition dates (in thousands): Underground Solutions Fyfe Europe LMJ Concrete Solutions Schultz Cash $ 3,630 $ — $ — $ — $ — Receivables and cost and estimated earnings in excess of billings 6,339 — — 1,469 1,086 Inventories 12,629 — 504 857 — Prepaid expenses and other current assets 671 — — 18 19 Property, plant and equipment 2,755 50 1,194 422 162 Identified intangible assets 33,370 513 795 1,722 3,060 Deferred income tax assets 12,911 — — — — Other assets 90 — — — Accounts payable (4,653 ) — — (837 ) (663 ) Accrued expenses (5,900 ) — — (149 ) — Billings in excess of cost and estimated earnings (2,943 ) — — — — Deferred tax liabilities (14,562 ) — — (482 ) — Total identifiable net assets $ 44,337 $ 563 $ 2,493 $ 3,020 $ 3,664 Total consideration recorded $ 88,370 $ 3,000 $ 3,235 $ 6,393 $ 7,662 Less: total identifiable net assets 44,337 563 2,493 3,020 3,664 Final purchase price goodwill $ 44,033 $ 2,437 $ 742 $ 3,373 $ 3,998 |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share Calculation | Earnings per share have been calculated using the following share information: Years Ended December 31, 2016 2015 2014 Weighted average number of common shares used for basic EPS 34,713,937 36,554,437 37,651,492 Effect of dilutive stock options and restricted and deferred stock unit awards 496,493 — — Weighted average number of common shares and dilutive potential common stock used in dilutive EPS 35,210,430 36,554,437 37,651,492 |
Schedule of Investments in and Affiliated Companies | Financial data for investments in affiliated companies are summarized in the following table (in thousands): Statement of operations data Year Ended December 31, 2014 (1) Revenue $ 9,088 Gross profit 3,489 Net income 2,413 Equity in earnings of affiliated companies 570 _____________________ (1) Includes the results of Bayou Coating through the date of its sale in March 2014. |
Schedule of Variable Interest Entities | Financial data for consolidated variable interest entities are summarized in the following tables (in thousands): December 31, Balance sheet data 2016 2015 (1) Current assets $ 51,354 $ 60,730 Non-current assets 25,607 26,316 Current liabilities 29,324 24,784 Non-current liabilities 28,849 25,728 _____________________ (1) Amounts include $21.1 million of current assets and $7.0 million of current liabilities classified as held for sale. See Note 5. Years Ended December 31, Statement of operations data 2016 2015 2014 Revenue $ 61,205 $ 77,361 $ 84,968 Gross profit 5,760 11,325 14,306 Net income (loss) (3,075 ) 321 2,413 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following tables summarize all charges related to the 2016 Restructuring recognized in 2016 as presented in their affected line in the Consolidated Statements of Operations (in thousands): Year Ended December 31, 2016 Non-Cash Restructuring Charges Cash Restructuring Charges (1) Total Cost of revenues (2) $ — $ 278 $ 278 Operating expenses (3) 516 5,962 6,478 Restructuring charges (4) — 9,095 9,095 Other expense (5) 249 — 249 Total pre-tax restructuring charges $ 765 $ 15,335 $ 16,100 __________________________ (1) Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods. (2) All charges relate to Corrosion Protection. (3) Operating expense charges mainly include wind-down and legal fees associated with the restructuring. Includes charges of $0.6 million related to Infrastructure Solutions, $0.5 million related to Corrosion Protection and $5.4 million related to Energy Services. (4) Restructuring costs relate to severance, other termination benefit costs and early lease termination costs. Includes charges of $2.6 million related to Infrastructure Solutions, $3.8 million related to Corrosion Protection and $2.7 million related to Energy Services. (5) All charges relate to the release of cumulative currency translation adjustments in Infrastructure Solutions. The Company recorded pre-tax expenses of $(0.2) million , $11.0 million and $49.5 million in 2016 , 2015 and 2014, respectively, related to the 2014 Restructuring as follows (in thousands): Years Ended December 31, 2016 (1) 2015 (1) 2014 Total Total Infrastructure Corrosion Protection Total Severance and benefit related costs $ 73 $ 801 $ 687 $ — $ 687 Lease termination costs — 167 — — — Allowances for doubtful accounts (585 ) 1,186 11,947 — 11,947 Inventory obsolescence — — 2,746 — 2,746 Fixed asset impairment — — 533 11,338 11,871 Other asset write-offs — 1,880 5,013 10,896 15,909 Other restructuring costs (2) 340 6,946 6,358 — 6,358 Total pre-tax restructuring charges $ (172 ) $ 10,980 $ 27,284 $ 22,234 $ 49,518 __________________________ (1) All charges relate to Infrastructure Solutions. (2) Includes charges related to the losses on the sales of the CIPP contracting operations in France in February 2015 and Switzerland in December 2014, including the release of cumulative currency translation adjustments resulting from those sales. Also includes the write-off of certain other current assets and long-lived assets, professional fees and certain other restructuring charges. During 2016 , the Company recorded pre-tax expense related to the 2016 Restructuring as follows (in thousands): Year Ended December 31, 2016 Infrastructure Solutions Corrosion Protection Energy Services Total Severance and benefit related costs $ 2,249 $ 3,588 $ 1,559 $ 7,396 Lease termination costs — 154 983 1,137 Relocation and other moving costs 307 62 193 562 Other restructuring costs (1) 808 761 5,436 7,005 Total pre-tax restructuring charges (2) $ 3,364 $ 4,565 $ 8,171 $ 16,100 __________________________ (1) For Energy Services, includes charges primarily related to downsizing the Company’s upstream operations in California, inclusive of wind-down costs, professional fees, fixed asset disposals and certain other restructuring charges. (2) Includes $1.4 million of corporate-related restructuring charges that have been allocated to the reportable segments. |
Schedule of Restructuring Reserve by Type of Cost | The following tables summarize the 2016 Restructuring activity during 2016 (in thousands): 2016 Utilized in 2016 Reserves at Cash (1) Non-Cash Severance and benefit related costs $ 7,396 $ 6,751 $ — $ 645 Lease termination costs 1,137 1,012 — 125 Relocation and other moving costs 562 552 — 10 Other restructuring costs 7,005 6,120 765 120 Total pre-tax restructuring charges $ 16,100 $ 14,435 $ 765 $ 900 __________________________ (1) Refers to cash utilized to settle charges during 2016. The following table summarizes all 2014 Restructuring charges recognized in 2016 , 2015 and 2014, as presented in their affected line in the Consolidated Statements of Operations: Year Ended December 31, 2016 Other Non-Cash Restructuring Charges (1) Cash Restructuring Charges (Reversals) (1) Total Cost of revenues $ — $ 55 $ 55 Operating expenses (465 ) 165 (300 ) Restructuring charges — 73 73 Total pre-tax restructuring charges (2) $ (465 ) $ 293 $ (172 ) __________________________ (1) Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods. (2) All charges relate to Infrastructure Solutions. Year Ended December 31, 2015 Other Cash (1) Total Cost of revenues $ 1,620 $ 1,097 $ 2,717 Operating expenses 25 4,362 4,387 Restructuring charges — 968 968 Other expense (2) 3,035 (127 ) 2,908 Total pre-tax restructuring charges (3) $ 4,680 $ 6,300 $ 10,980 __________________________ (1) Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods. (2) Non-cash charges are comprised solely of charges related to the loss on sale of the CIPP contracting operation in France, including the release of cumulative currency translation adjustments, write-off of certain other current assets and long-lived assets as well as the reversal of a legal accrual. (3) All charges relate to Infrastructure Solutions. Year Ended December 31, 2014 Other (2) Cash (1) Total Cost of revenues $ 14,610 $ 1,076 $ 15,686 Operating expenses 17,579 2,976 20,555 Definite-lived intangible asset impairment 10,896 — 10,896 Restructuring charges — 687 687 Other expense (3) 790 904 1,694 Total pre-tax restructuring charges $ 43,875 $ 5,643 $ 49,518 __________________________ (1) Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods. (2) Non-cash charges are comprised of Corrosion Protection charges of $10.9 million related to definite lived intangible asset impairment and $11.3 million related to fixed asset impairment; and Infrastructure Solutions charges of $21.7 million related to inventory obsolescence, impairment definite-lived intangible assets, allowances for accounts receivable, write-off of certain other current assets and long-lived assets, loss on the sale of the CIPP contracting operation in Switzerland, including the release of cumulative currency translation adjustments, as well as a legal accrual related to disputed work performed by our European and Asia-Pacific operations. The following tables summarize the 2014 Restructuring activity during 2016 and 2015 (in thousands): Reserves at 2016 Foreign Currency Translation Utilized in 2016 Reserves at Cash (1) Non-Cash Severance and benefit related costs $ — $ 73 $ — $ 73 $ — $ — Reserves for customer receivables (2) 6,605 (585 ) (47 ) — 3,739 2,234 Other restructuring costs 968 340 (9 ) 519 307 473 Total pre-tax restructuring charges $ 7,573 $ (172 ) $ (56 ) $ 592 $ 4,046 $ 2,707 __________________________ (1) Refers to cash utilized to settle charges, either those reserved at December 31, 2015 or charged to income during 2016. (2) During the third quarter of 2016, the Company received payment on certain accounts receivable that were previously reserved. Additionally, the Company wrote off certain balances in costs and estimated earnings in excess of billings, along with the corresponding reserves, that were deemed fully uncollectible. Reserves at 2015 Foreign Currency Translation Utilized in 2015 Reserves at Cash (1) Non-Cash Severance and benefit related costs $ 466 $ 801 $ (7 ) $ 1,260 $ — $ — Lease termination expenses — 167 (2 ) 165 — — Reserves for customer receivables 11,464 1,186 (401 ) — 5,644 6,605 Other asset write-offs — 1,880 — — 1,880 — Other restructuring costs 2,496 6,946 (87 ) 4,828 3,559 968 Total pre-tax restructuring charges $ 14,426 $ 10,980 $ (497 ) $ 6,253 $ 11,083 $ 7,573 __________________________ (1) Refers to cash utilized to settle charges, either those reserved at December 31, 2014 or charged to income during 2015. |
Supplemental Balance Sheet In28
Supplemental Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Balance Sheet Data [Abstract] | |
Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts is summarized as follows (in thousands): Years Ended December 31, 2016 2015 2014 Balance, at beginning of year $ 14,524 $ 19,307 $ 3,441 Bad debt expense (1)(2) 1,083 6,369 21,911 Write-offs and adjustments (1)(2) (9,509 ) (11,152 ) (6,045 ) Balance, at end of year (3) $ 6,098 $ 14,524 $ 19,307 __________________________ (1) The Company recorded bad debt expense (reversals) of $(0.6) million , $1.2 million and $11.9 million in 2016, 2015 and 2014, respectively, as part of the 2014 Restructuring (see Note 3) and was primarily due to the exiting of certain low-return businesses mainly in foreign locations. (2) The Company recorded bad debt expense of $2.9 million in 2015 related to long-dated receivables within the Corrosion Protection segment. (3) December 31, 2015 and 2014 balances include $7.5 million related to long-dated receivables, some of which were in litigation or dispute, within the Infrastructure Solutions segment. |
Costs in Excess of Billings and Billings in Excess of Costs | Costs and estimated earnings on uncompleted contracts consisted of the following (in thousands): December 31, 2016 2015 Costs incurred on uncompleted contracts $ 741,590 $ 818,008 Estimated earnings to date 165,862 159,321 Subtotal 907,452 977,329 Less – billings to date (907,749 ) (975,663 ) Total $ (297 ) $ 1,666 Included in the accompanying balance sheets: Costs and estimated earnings in excess of billings 62,401 89,141 Billings in excess of costs and estimated earnings (62,698 ) (87,475 ) Total $ (297 ) $ 1,666 |
Schedule of Inventory | Inventories are summarized as follows (in thousands): December 31, 2016 2015 Raw materials and supplies $ 31,399 $ 23,467 Work-in-process 2,207 3,612 Finished products 14,015 6,789 Construction materials 16,332 13,911 Total $ 63,953 $ 47,779 |
Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): Estimated December 31, 2016 2015 Land and land improvements $ 10,414 $ 10,348 Buildings and improvements 5 — 40 65,505 55,981 Machinery and equipment 4 — 10 189,849 173,898 Furniture and fixtures 3 — 10 32,386 30,048 Autos and trucks 3 — 10 50,128 50,200 Construction in progress 9,944 11,661 Subtotal 358,226 332,136 Less – Accumulated depreciation (201,479 ) (187,303 ) Total $ 156,747 $ 144,833 |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following (in thousands): December 31, 2016 2015 Vendor and other accrued expenses $ 33,108 $ 56,570 Estimated casualty and healthcare liabilities 14,610 15,255 Job costs 8,707 12,403 Accrued compensation 23,398 22,184 Income tax payable and deferred income taxes 5,187 6,539 Total $ 85,010 $ 112,951 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale | The following table provides the components of assets and liabilities held for sale (in thousands): December 31, 2015 Assets held for sale: Total current assets $ 8,559 Property, plant & equipment, less accumulated depreciation 12,501 Total assets held for sale $ 21,060 Liabilities held for sale: Total current liabilities $ 944 Debt 1,924 Deferred income tax liabilities 1,473 Other liabilities 2,620 Total liabilities held for sale $ 6,961 Non-controlling interests $ 7,142 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents a reconciliation of the beginning and ending balances of the Company’s goodwill at January 1, 2016 and December 31, 2016 (in millions): Infrastructure Solutions Corrosion Protection Energy Services Total Balance, January 1, 2016 Goodwill, gross $ 190,525 $ 73,345 $ 80,246 $ 344,116 Accumulated impairment losses (16,069 ) (45,400 ) (33,527 ) (94,996 ) Goodwill, net 174,456 27,945 46,719 249,120 Acquisitions (1) 50,585 — — 50,585 Foreign currency translation (1,616 ) 530 — (1,086 ) Balance, December 31, 2016 Goodwill, gross 239,494 73,875 80,246 393,615 Accumulated impairment losses (16,069 ) (45,400 ) (33,527 ) (94,996 ) Goodwill, net $ 223,425 $ 28,475 $ 46,719 $ 298,619 __________________________ (1) During 2016 , the Company recorded goodwill of $44.0 million , $2.4 million , $0.8 million and $3.4 million related to the acquisitions of Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions, respectively (see Note 1). |
Schedule of Finite-Lived Intangible Assets | Intangible assets were as follows (in thousands): December 31, 2016 December 31, 2015 Weighted Average Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount License agreements (1) 9.2 $ 4,418 $ (3,438 ) $ 980 $ 3,893 $ (3,275 ) $ 618 Leases 10.8 2,065 (912 ) 1,153 2,065 (764 ) 1,301 Trademarks (2) 13.6 24,185 (7,868 ) 16,317 22,519 (6,262 ) 16,257 Non-competes (3) 1.7 1,308 (1,054 ) 254 1,210 (945 ) 265 Customer relationships (4) 11.4 187,554 (53,830 ) 133,724 164,779 (41,967 ) 122,812 Patents and acquired technology (5) 10.0 66,222 (23,739 ) 42,483 55,260 (22,395 ) 32,865 $ 285,752 $ (90,841 ) $ 194,911 $ 249,726 $ (75,608 ) $ 174,118 __________________________ (1) During 2016, the Company recorded license agreements of $0.6 million related to the acquisition of LMJ’s CIPP business (see Note 1). (2) During 2016, the Company recorded trademarks of $1.4 million , $0.1 million and $0.1 million related to the acquisitions of Underground Solutions, Fyfe Europe and Concrete Solutions, respectively (see Note 1). (3) During 2016, the Company recorded non-compete agreements of $0.1 million related to the acquisition of Fyfe Europe (see Note 1). (4) During 2016, the Company recorded customer relationships of $20.7 million , $0.3 million , $0.2 million and $1.6 million related to the acquisitions of Underground Solutions, Fyfe Europe, LMJ’s CIPP business and Concrete Solutions, respectively (see Note 1). (5) During 2016, the Company recorded acquired technology of $11.3 million related to the acquisition of Underground Solutions (see Note 1). |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense by year is as follows (in thousands): Year Amount 2017 $ 17,212 2018 17,040 2019 16,883 2020 16,841 2021 16,684 |
Long-Term Debt and Credit Fac31
Long-Term Debt and Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt, term note and notes payable consisted of the following (in thousands): December 31, 2016 2015 Term note, due October 30, 2020, annualized rates of 3.08% and 2.47%, respectively $ 328,125 $ 345,625 Line of credit, 2.96% 36,000 — Other notes with interest rates from 3.3% to 6.5% 9,901 9,797 Subtotal 374,026 355,422 Less – Current maturities and notes payable 19,835 17,648 Less – Unamortized loan costs 3,406 4,294 Total $ 350,785 $ 333,480 |
Schedule of Maturities of Long-term Debt | Principal payments required to be made for each of the next five years are summarized as follows (in thousands): Year Amount 2017 $ 19,835 2018 35,899 2019 28,438 2020 289,854 2021 — Total $ 374,026 |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock and Restricted Stock Units Activity | A summary of stock award activity is as follows: Years Ended December 31, 2016 2015 2014 Stock Awards Weighted Average Award Date Fair Value Stock Awards Weighted Stock Awards Weighted Outstanding, beginning of period 1,275,707 $ 19.60 767,540 $ 21.93 555,025 $ 22.79 Restricted shares awarded — — — — 242,722 23.76 Restricted stock units awarded 335,026 18.43 422,141 17.37 65,117 23.80 Performance stock units awarded 245,586 18.35 297,164 17.24 330,235 21.34 Restricted shares distributed (162,554 ) 23.49 (90,607 ) 19.25 (118,828 ) 23.55 Restricted stock units distributed (23,739 ) 20.73 (12,646 ) 19.62 (15,277 ) 21.25 Performance stock units distributed — — — — — — Restricted shares forfeited (22,045 ) 23.34 (54,045 ) 23.40 (104,013 ) 23.77 Restricted stock units forfeited (71,992 ) 17.60 (27,360 ) 18.79 (6,925 ) 22.93 Performance stock units forfeited (74,968 ) 18.68 (26,480 ) 19.50 (180,516 ) 24.54 Outstanding, end of year 1,501,021 $ 18.78 1,275,707 $ 19.60 767,540 $ 21.93 |
Schedule of Deferred Stock Unit Activity | The following table summarizes information about deferred stock unit activity: Years Ended December 31, 2016 2015 2014 Deferred Stock Units Weighted Average Award Date Fair Value Deferred Stock Units Weighted Average Award Date Fair Value Deferred Stock Units Weighted Average Award Date Fair Value Outstanding, beginning of period 247,219 $ 19.92 221,471 $ 20.10 214,455 $ 19.56 Awarded 45,886 21.22 53,527 18.56 38,810 22.89 Shares distributed (39,660 ) 21.29 (27,779 ) 18.76 (31,794 ) 19.70 Outstanding, end of year 253,445 $ 19.93 247,219 $ 19.92 221,471 $ 20.10 |
Schedule of Stock Options Activity | A summary of stock option activity is as follows: Years Ended December 31, 2016 2015 2014 Shares Weighted Average Exercise Price Shares Weighted Shares Weighted Outstanding at January 1 288,383 $ 21.73 503,134 $ 18.18 1,208,824 $ 18.54 Granted — — — — 38,820 24.21 Exercised (114,307 ) 21.33 (209,205 ) 13.13 (526,359 ) 16.36 Canceled/Expired (3,823 ) 22.24 (5,546 ) 24.21 (218,151 ) 25.61 Outstanding at December 31 170,253 $ 21.99 288,383 $ 21.73 503,134 $ 18.18 Exercisable at December 31 170,253 $ 21.99 284,929 $ 21.78 452,236 $ 18.12 |
Schedule Stock Option Exercises | Financial data for stock option exercises are summarized in the following table (in thousands): Years Ended December 31, 2016 2015 2014 Amount collected from stock option exercises $ 2,438 $ 2,748 $ 8,614 Total intrinsic value of stock option exercises 216 1,108 3,771 Tax benefit of stock option exercises recorded in additional paid-in-capital 615 209 6 Aggregate intrinsic value of outstanding stock options 517 173 1,231 Aggregate intrinsic value of exercisable stock options 517 169 1,209 |
Schedule Valuation Assumptions | The fair value of stock options awarded during 2014 was estimated at the date of grant based on the assumptions presented in the table below: Year Ended December 31, 2014 Range Weighted Average Grant-date fair value $11.27 $11.27 Volatility 41.6% 41.6% Expected term (years) 7.0 7.0 Dividend yield —% —% Risk-free rate 2.3% 2.3% |
Taxes on Income (Tax Benefits)
Taxes on Income (Tax Benefits) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | Income (loss) from continuing operations before taxes on income (tax benefits) was as follows (in thousands): Years Ended December 31, 2016 2015 2014 Domestic $ 23,205 $ (15,944 ) $ (75,112 ) Foreign 12,064 17,159 39,137 Total $ 35,269 $ 1,215 $ (35,975 ) |
Schedule of Components of Income Tax Expense (Benefit) | Provisions (benefits) for taxes on income (loss) from continuing operations consisted of the following components (in thousands): Years Ended December 31, 2016 2015 2014 Current: Federal $ (636 ) $ 2,150 $ (2,112 ) Foreign 3,585 5,600 10,586 State 175 528 2,635 Subtotal 3,124 8,278 11,109 Deferred: Federal 2,158 218 (18,629 ) Foreign 475 1,382 3,034 State 352 (673 ) 646 Subtotal 2,985 927 (14,949 ) Total tax provision (benefit) $ 6,109 $ 9,205 $ (3,840 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax (benefit) expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to income (loss) before income taxes, equity in income (loss) of joint ventures and minority interests as a result of the following (in thousands): Years Ended December 31, 2016 2015 2014 Income taxes (benefit) at U.S. federal statutory tax rate $ 12,344 $ 425 $ (12,591 ) Increase (decrease) in taxes resulting from: Change in the balance of the valuation allowance for deferred tax assets allocated to foreign income tax expense 1,364 (756 ) 7,785 Change in the balance of the valuation allowance for deferred tax assets allocated to domestic income tax expense (4,202 ) 4,834 5,206 State income taxes, net of federal income tax benefit 342 (94 ) (3,073 ) Divestitures 271 2,269 — Meals and entertainment 736 761 863 Changes in taxes previously accrued 23 (489 ) (1,932 ) Foreign tax rate differences (2,559 ) (1,468 ) (9,215 ) Goodwill impairment — 3,485 9,690 Recognition of uncertain tax positions 85 24 (96 ) Settlement of escrow arrangement — (1,115 ) — Domestic Production Activities deduction (1,017 ) (528 ) (81 ) Incremental U.S. taxes on undistributed foreign earnings — 2,102 — Other matters (1,278 ) (245 ) (396 ) Total tax provision (benefit) $ 6,109 $ 9,205 $ (3,840 ) Effective tax rate 17.3 % 757.6 % 10.7 % |
Schedule of Deferred Tax Assets and Liabilities | Net deferred taxes consisted of the following (in thousands): December 31, 2016 2015 Deferred income tax assets: Foreign tax credit carryforwards $ 3,426 $ 358 Net operating loss carryforwards 26,212 14,688 Accrued expenses 17,366 24,449 Other 8,701 8,285 Total gross deferred income tax assets 55,705 47,780 Less valuation allowance (15,428 ) (18,897 ) Net deferred income tax assets 40,277 28,883 Deferred income tax liabilities: Property, plant and equipment (12,627 ) (11,438 ) Intangible assets (28,346 ) (14,525 ) Undistributed foreign earnings (7,051 ) (9,153 ) Other (9,237 ) (8,248 ) Total deferred income tax liabilities (57,261 ) (43,364 ) Net deferred income tax liabilities $ (16,984 ) $ (14,481 ) The Company’s tax assets and liabilities, netted by taxing location, are in the following captions in the balance sheets (in thousands): December 31, 2016 2015 Current deferred income tax assets, net $ 7,824 $ 7,804 Current deferred income tax liabilities, net (1) (3,317 ) (5,029 ) Noncurrent deferred income tax assets, net 1,848 2,130 Noncurrent deferred income tax liabilities, net (23,339 ) (19,386 ) Net deferred income tax liabilities $ (16,984 ) $ (14,481 ) __________________________ (1) The December 31, 2015 balance includes $1.5 million of deferred income tax liabilities related to BPPC, which are classified as held for sale. See Note 5. |
Summary of Valuation Allowance | Activity in the valuation allowance is summarized as follows (in thousands): Years Ended December 31, 2016 2015 2014 Balance, at beginning of year $ 18,897 $ 19,353 $ 7,797 Additions 3,095 7,783 14,442 Reversals (4,984 ) (5,294 ) (2,090 ) Other adjustments (1,580 ) (2,945 ) (796 ) Balance, at end of year $ 15,428 $ 18,897 $ 19,353 |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands): Years Ended December 31, 2016 2015 2014 Balance at January 1, $ 2,410 $ 2,672 $ 2,936 Additions for tax positions of prior years related to acquisitions 148 — — Additions for tax positions of prior years 10 10 36 Lapse in statute of limitations (83 ) (218 ) (252 ) Foreign currency translation (20 ) (54 ) (48 ) Balance at December 31, total tax provision $ 2,465 $ 2,410 $ 2,672 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Leases Payments | At December 31, 2016 , the future minimum lease payments required under the non-cancellable operating leases were as follows (in thousands): Year Minimum Lease Payments 2017 $ 18,976 2018 14,610 2019 10,723 2020 7,035 2021 4,818 Thereafter 4,923 Total $ 61,085 |
Derivative Financial Instrume35
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Balance Sheet | The following table provides a summary of the fair value amounts of our derivative instruments, all of which are Level 2 (as defined below) inputs (in thousands): December 31, Designation of Derivatives Balance Sheet Location 2016 2015 Derivatives Designated as Hedging Instruments: Forward Currency Contracts Prepaid expenses and other current assets $ — $ 18 Interest Rate Swaps Other non-current assets 1,061 — Total Assets $ 1,061 $ 18 Forward Currency Contracts Accrued expenses $ 57 $ 243 Interest Rate Swaps Other non-current liabilities — 13 Total Liabilities $ 57 $ 256 Derivatives Not Designated as Hedging Instruments: Forward Currency Contracts Prepaid expenses and other current assets $ 26 $ 91 Total Assets $ 26 $ 91 Total Derivative Assets $ 1,087 $ 109 Total Derivative Liabilities 57 256 Total Net Derivative Asset (Liability) $ 1,030 $ (147 ) |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table represents assets and liabilities measured at fair value on a recurring basis and the basis for that measurement (in thousands): Total Fair Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Forward Currency Contracts $ 26 $ — $ 26 $ — Interest Rate Swap 1,061 — 1,061 — Total $ 1,087 $ — $ 1,087 $ — Liabilities: Forward Currency Contracts $ 57 $ — $ 57 $ — Total $ 57 $ — $ 57 $ — Total Fair Value at Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Forward Currency Contracts 109 — 109 — Total $ 109 $ — $ 109 $ — Liabilities: Forward Currency Contracts $ 243 $ — $ 243 $ — Interest Rate Swap 13 — 13 — Total $ 256 $ — $ 256 $ — |
Schedule of Notional Amounts of Outstanding Derivatives | The following table summarizes the Company’s derivative positions at December 31, 2016 : Position Notional Amount Weighted Average Remaining Maturity In Years Average Exchange Rate USD/EURO Sell $ 3,400,000 0.3 1.06 USD/British Pound Sell £ 4,595,000 0.3 1.24 EURO/British Pound Sell £ 5,700,000 0.3 0.86 Interest Rate Swap $ 246,094,750 3.8 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Operating results for discontinued operations in 2014 are summarized as follows (in thousands): Year Ended December 31, 2014 Revenues $ — Gross loss (67 ) Operating expenses (5,941 ) Operating loss (6,008 ) Other income (expense) (74 ) Loss before tax benefits (6,082 ) Tax benefits 2,235 Net loss (3,847 ) |
Segment and Geographic Inform37
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Financial information by segment was as follows (in thousands): Years Ended December 31, 2016 (1) 2015 (2) 2014 (3) Revenues: Infrastructure Solutions $ 571,551 $ 556,234 $ 567,205 Corrosion Protection 401,469 437,921 458,409 Energy Services 248,900 339,415 305,807 Total revenues $ 1,221,920 $ 1,333,570 $ 1,331,421 Operating income (loss): Infrastructure Solutions (4) $ 53,503 $ 46,867 $ (6,194 ) Corrosion Protection (5) 1,809 (1,771 ) (31,010 ) Energy Services (6) (4,486 ) (25,150 ) 17,392 Total operating income (loss) $ 50,826 $ 19,946 $ (19,812 ) Other income (expense): Interest expense $ (15,029 ) $ (16,044 ) $ (12,943 ) Interest income 166 218 633 Other (694 ) (2,905 ) (3,853 ) Total other expense $ (15,557 ) $ (18,731 ) $ (16,163 ) Income (loss) before taxes on income $ 35,269 $ 1,215 $ (35,975 ) Total assets: Infrastructure Solutions $ 584,425 $ 508,817 $ 485,785 Corrosion Protection 424,007 489,519 506,659 Energy Services 147,171 183,763 197,858 Corporate 37,979 50,854 100,831 Assets held for sale — 21,060 — Total assets $ 1,193,582 $ 1,254,013 $ 1,291,133 Capital expenditures: Infrastructure Solutions $ 19,834 $ 7,657 $ 13,096 Corrosion Protection 14,393 17,226 12,107 Energy Services 2,514 2,202 3,720 Corporate 2,019 2,369 3,976 Total capital expenditures $ 38,760 $ 29,454 $ 32,899 Depreciation and amortization: Infrastructure Solutions $ 17,547 $ 14,836 $ 15,726 Corrosion Protection 18,792 18,834 19,259 Energy Services 7,067 7,641 7,004 Corporate 3,313 2,480 2,323 Total depreciation and amortization $ 46,719 $ 43,791 $ 44,312 __________________________ (1) Results include: (i) $15.9 million of restructuring charges (see Note 3); (ii) $2.7 million of costs incurred related to the acquisitions of Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and other acquisition targets; (iii) inventory step up expense of $3.6 million recognized as part of the accounting for business combinations; and (iv) a gain of $6.6 million in connection with the settlement of two longstanding lawsuits (see Note 11). (2) Results include: (i) $43.5 million of goodwill impairment charges (see Note 2); (ii) $8.1 million of 2014 Restructuring charges (see Note 3); and (iii) $1.9 million of costs incurred related to the acquisitions of Underground Solutions, Schultz and other acquisition targets. (3) Results include: (i) $51.5 million of goodwill impairment charges (see Note 2); (ii) $12.1 million of definite-lived intangible asset impairment charges (see Note 2); (iii) $47.8 million of 2014 Restructuring charges (see Note 3); and (iv) $1.4 million of costs incurred related to the acquisition of Brinderson and other acquisition targets. (4) Operating income for 2016 includes: (i) $3.1 million of 2016 Restructuring charges (see Note 3); (ii) $0.2 million of 2014 Restructuring expense reversals (see Note 3); (iii) $2.7 million of costs incurred related to the acquisitions of Underground Solutions, Fyfe Europe, LMJ, Concrete Solutions and other acquisition targets; (iv) inventory step up expense of $3.6 million recognized as part of the accounting for business combinations; and (v) a gain of $6.6 million in connection with the settlement of two longstanding lawsuits (see Note 11). Operating income for 2015 includes $8.1 million of 2014 Restructuring charges (see Note 3) and $1.1 million of costs incurred related to the acquisition of Underground Solutions and other acquisition targets. Operating income for 2014 includes: (i) $25.6 million of 2014 Restructuring charges (see Note 3), (ii) $16.1 million of goodwill impairment charges (see Note 2); and (iii) $1.2 million of definite-lived intangible asset impairment charges (see Note 2). (5) Operating income for 2016 includes $4.6 million of 2016 Restructuring charges (see Note 3). Operating income for 2015 includes $10.0 million of goodwill impairment charges (see Note 2) and $0.5 million of acquisition related expenses. Operating income for 2014 includes: (i) $35.4 million of goodwill impairment charges (see Note 2); (ii) $10.9 million of definite-lived intangible asset impairment charges (see Note 2); (iii) $11.3 million of 2014 Restructuring charges (see Note 3); and (iv) $0.7 million of costs incurred in conjunction with potential acquisition activity. (6) Operating income for 2016 includes $8.2 million of 2016 Restructuring charges (see Note 3). Operating income for 2015 includes $33.5 million of goodwill impairment charges (see Note 2) and $0.3 million of costs incurred related to the acquisition of Schultz. Operating income for 2014 includes (i) $0.7 million of costs incurred related to the acquisition of Brinderson and (ii) $4.5 million related to proceeds received in connection with the settlement of escrow claims related to the purchase of Brinderson.. |
Schedule of Foreign Countries by Geographic Area | The following table summarizes revenues, operating income (loss) and long-lived assets by geographic region (in thousands): Years Ended December 31, 2016 2015 2014 Revenues: (1) United States $ 924,580 $ 965,957 $ 926,834 Canada 129,291 174,827 202,806 Europe 60,238 56,474 85,614 Other foreign 107,811 136,312 116,167 Total revenues $ 1,221,920 $ 1,333,570 $ 1,331,421 Operating income (loss): United States $ 28,048 $ (18,959 ) $ (45,945 ) Canada 16,156 27,126 36,883 Europe 981 3,217 1,862 Other foreign 5,641 8,562 (12,612 ) Total operating income (loss) $ 50,826 $ 19,946 $ (19,812 ) Long-lived assets: (1)(2) United States $ 140,099 $ 124,120 $ 135,898 Canada 9,464 9,872 25,610 Europe 7,575 7,268 8,984 Other foreign 8,829 9,189 8,429 Total long-lived assets $ 165,967 $ 150,449 $ 178,921 __________________________ (1) Revenues and long-lived assets are attributed to the country of origin for the Company’s legal entities. For a significant majority of its legal entities, the country of origin relates to the country or geographic area that it services. (2) Long-lived assets as of December 31, 2016 , 2015 and 2014 do not include intangible assets, goodwill or deferred tax assets. |
Selected Quarterly Financial 38
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Data | Unaudited quarterly financial data was as follows (in thousands, except per share data): First (1) Second (2) Third (3) Fourth (4) Year ended December 31, 2016: Revenues $ 293,908 $ 297,686 $ 308,524 $ 321,802 Gross profit 54,414 61,190 66,318 71,242 Operating income (loss) (4,139 ) 8,145 20,505 26,315 Net income (loss) (3,949 ) 3,193 11,787 18,129 Basic earnings per share: Net income (loss) $ (0.11 ) $ 0.10 $ 0.35 $ 0.52 Diluted earnings per share Net income (loss) $ (0.11 ) $ 0.10 $ 0.34 $ 0.52 ____________________ (1) Includes expenses of $9.7 million and $(0.2) million related to our 2016 Restructuring and 2014 Restructuring, respectively (see Note 3). (2) Includes expenses of $3.8 million and $0.1 million related to our 2016 Restructuring and 2014 Restructuring, respectively (see Note 3). (3) Includes expenses of $1.3 million and $(0.4) million related to our 2016 Restructuring and 2014 Restructuring, respectively (see Note 3). (4) Includes expenses of $1.3 million and $0.3 million related to our 2016 Restructuring and 2014 Restructuring, respectively (see Note 3), and a gain on litigation settlement of $6.6 million (see Note 11). First Quarter (1) Second Quarter (2) Third Quarter (3) Fourth Quarter (4) Year ended December 31, 2015: Revenues $ 309,166 $ 337,096 $ 356,595 $ 330,713 Gross profit 59,190 72,053 77,121 67,423 Operating income (loss) 9,125 14,523 24,938 (28,640 ) Net income (loss) 1,372 8,848 15,223 (33,433 ) Basic earnings per share: Net income (loss) $ 0.04 $ 0.24 $ 0.41 $ (0.91 ) Diluted earnings per share Net income (loss) $ 0.04 $ 0.24 $ 0.40 $ (0.91 ) ____________________ (1) Includes expenses of $3.5 million related to our 2014 Restructuring (see Note 3). (2) Includes expenses of $5.7 million related to our 2014 Restructuring (see Note 3). (3) Includes expenses of $1.5 million related to our 2014 Restructuring (see Note 3). (4) Includes expenses of $0.3 million related to our 2014 Restructuring and $43.5 million related to certain goodwill impairments (see Notes 2, 3 and 6). |
Description of Business - Descr
Description of Business - Description of Business (Details) | 12 Months Ended |
Dec. 31, 2016countrycontinent | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which entity operates | country | 80 |
Number of continents on which the company operates | continent | 6 |
Number of years in which the company has operated | 40 years |
Description of Business - Acqui
Description of Business - Acquisitions/Strategic Initiatives/Divestitures (Details) $ in Thousands, € in Millions, SFr in Millions, NZD in Millions | Jul. 01, 2016NZDcompany | Jul. 01, 2016USD ($)company | Jun. 02, 2016EUR (€) | Jun. 02, 2016USD ($) | May 13, 2016USD ($)country | Feb. 18, 2016USD ($) | Feb. 01, 2016USD ($) | Mar. 01, 2015USD ($) | Mar. 31, 2014USD ($) | Jul. 31, 2015USD ($) | Feb. 28, 2015USD ($) | Dec. 31, 2014CHF (SFr) | Dec. 31, 2014USD ($) | Mar. 31, 2014USD ($) | Jun. 30, 2013USD ($) | Dec. 31, 2016USD ($)businesscountry | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)plant | Feb. 28, 2014 |
Business Acquisition [Line Items] | |||||||||||||||||||
Number of businesses acquired | business | 4 | ||||||||||||||||||
Number of countries in which entity operates | country | 80 | ||||||||||||||||||
Proceeds from divestiture of businesses | $ 0 | $ 0 | $ 1,123 | ||||||||||||||||
Payment of contingent consideration | 500 | 684 | 0 | ||||||||||||||||
Proceeds from divestiture of interest | 6,599 | 0 | 0 | ||||||||||||||||
Equity in earnings of affiliated companies | 0 | 0 | 570 | ||||||||||||||||
Return on equity of affiliated companies | 0 | 0 | 590 | ||||||||||||||||
Income (loss) from equity method investments | $ (500) | ||||||||||||||||||
Purchase of or distributions to non-controlling interests | 1,276 | 472 | $ 617 | ||||||||||||||||
Restructuring Plan 2016 | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Estimated effect on future earnings | $ 17,400 | ||||||||||||||||||
Restructuring Plan 2014 | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of plant closures | plant | 2 | ||||||||||||||||||
CSL and BCS | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of businesses acquired | company | 2 | 2 | |||||||||||||||||
Payments to acquire businesses | NZD 7.5 | $ 5,500 | |||||||||||||||||
Escrow deposit | NZD | 0.5 | ||||||||||||||||||
Milestone payments | 2 | 1,400 | |||||||||||||||||
Total consideration recorded | NZD 8.9 | $ 6,400 | |||||||||||||||||
LMJ | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Total consideration recorded | € 2.9 | $ 3,235 | |||||||||||||||||
Fyfe Europe | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payments to acquire businesses | $ 2,800 | ||||||||||||||||||
Total consideration recorded | $ 3,000 | ||||||||||||||||||
Number of countries in which entity operates | country | 72 | ||||||||||||||||||
Underground Solutions | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payments to acquire businesses | $ 85,000 | ||||||||||||||||||
Total consideration recorded | 88,370 | ||||||||||||||||||
Discounted value of net operating loss tax assets | 5,000 | ||||||||||||||||||
Consideration transferred, funds held in escrow | 6,300 | ||||||||||||||||||
Foreign earnings repatriated | 29,700 | ||||||||||||||||||
Foreign earnings repatriated, tax impact | $ 3,200 | ||||||||||||||||||
CRTS | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Proceeds from settlement of escrow claims | $ 700 | ||||||||||||||||||
Payment of contingent consideration | $ 1,000 | ||||||||||||||||||
Schultz | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payments to acquire businesses | $ 6,700 | ||||||||||||||||||
Total consideration recorded | $ 7,662 | ||||||||||||||||||
Bayou Perma-Pipe Canada, Ltd | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Proceeds from divestiture of businesses | $ 7,600 | ||||||||||||||||||
Ownership interest | 51.00% | ||||||||||||||||||
Consideration received | $ 9,600 | ||||||||||||||||||
Disposal group note receivable | $ 2,000 | ||||||||||||||||||
Video Injection - Instituform SAS | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Long-term purchase commitment period | 5 years | ||||||||||||||||||
Ka-te | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Long-term purchase commitment period | 5 years | 5 years | |||||||||||||||||
Gain (loss) on disposition of business | $ (500) | ||||||||||||||||||
Proceeds from divestiture of businesses | SFr 1.1 | $ 1,100 | |||||||||||||||||
Video Injection - Instituform SAS | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Gain (loss) on disposition of business | $ (2,900) | ||||||||||||||||||
Bayou Coating | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership interest | 49.00% | 49.00% | |||||||||||||||||
Ownership percentage by noncontrolling owners | 51.00% | 51.00% | |||||||||||||||||
Proceeds from divestiture of interest | $ 9,100 | ||||||||||||||||||
Non-cash charge related to goodwill, pre-tax | $ 2,700 | ||||||||||||||||||
Non-cash charge related to goodwill, post-tax | $ 1,800 | ||||||||||||||||||
Equity in earnings of affiliated companies | $ 1,200 | ||||||||||||||||||
Return on equity of affiliated companies | $ 700 | ||||||||||||||||||
Delta Double Jointing | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Ownership percentage by noncontrolling owners | 41.00% | ||||||||||||||||||
Ownership percentage by parent | 59.00% | ||||||||||||||||||
Purchase of or distributions to non-controlling interests | $ 600 | ||||||||||||||||||
Disposed of by Sale | Bayou Perma-Pipe Canada, Ltd | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Expected loss from disposal, before tax | 600 | ||||||||||||||||||
Discontinued Operations, Liquidated | Bayou Welding Works | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Operating loss | $ (6,008) | ||||||||||||||||||
Operating expenses | CRTS | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Proceeds from settlement of escrow claims | 200 | ||||||||||||||||||
Other Operating Income (Expense) | CRTS | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Proceeds from settlement of escrow claims | $ 800 |
Description of Business - Contr
Description of Business - Contributions to Revenues and Profits Since Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Restructuring charges | $ 9,168 | $ 968 | $ 687 | ||
Goodwill impairment | $ 43,500 | 0 | 43,484 | 51,512 | |
Infrastructure Solutions | |||||
Business Acquisition [Line Items] | |||||
Inventory step up expense | 3,600 | ||||
Goodwill impairment | $ 16,100 | ||||
Underground Solutions | |||||
Business Acquisition [Line Items] | |||||
Revenues | 29,425 | ||||
Net income (loss) | (2,694) | ||||
Underground Solutions | Infrastructure Solutions | |||||
Business Acquisition [Line Items] | |||||
Inventory step up expense | 3,600 | ||||
Fyfe Europe | |||||
Business Acquisition [Line Items] | |||||
Revenues | 23 | ||||
Net income (loss) | (764) | ||||
LMJ | |||||
Business Acquisition [Line Items] | |||||
Revenues | 4,865 | ||||
Net income (loss) | (1,153) | ||||
Concrete Solutions | |||||
Business Acquisition [Line Items] | |||||
Revenues | 2,700 | ||||
Net income (loss) | 106 | ||||
Schultz | |||||
Business Acquisition [Line Items] | |||||
Revenues | 24,702 | 13,771 | |||
Net income (loss) | (1,068) | (1,470) | |||
Restructuring charges | 200 | ||||
Goodwill impairment | $ 1,700 | ||||
Corporate, Non-Segment | Underground Solutions | |||||
Business Acquisition [Line Items] | |||||
Net income (loss) | (3,200) | ||||
Corporate, Non-Segment | Schultz | |||||
Business Acquisition [Line Items] | |||||
Net income (loss) | $ (1,000) | $ (2,900) |
Description of Business - Profo
Description of Business - Proforma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Revenues | $ 1,231,900 | $ 1,387,465 | $ 1,339,147 |
Net income | $ 29,743 | $ (6,545) | $ (35,304) |
Diluted earnings (loss) per share (in dollars per share) | $ 0.84 | $ (0.18) | $ (0.94) |
Description of Business - Purch
Description of Business - Purchase Price Accounting (Details) $ in Thousands, € in Millions, NZD in Millions | Jul. 01, 2016NZD | Jul. 01, 2016USD ($) | Jun. 02, 2016EUR (€) | Jun. 02, 2016USD ($) | May 13, 2016USD ($) | Feb. 18, 2016USD ($) | Mar. 01, 2015USD ($) | Mar. 31, 2016USD ($) | Jul. 01, 2016USD ($) |
Underground Solutions | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration recorded | $ 88,370 | ||||||||
Payments to acquire businesses | 85,000 | ||||||||
Discounted value of net operating loss tax assets | 5,000 | ||||||||
Working capital adjustment | $ (1,600) | ||||||||
Fyfe Europe | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration recorded | $ 3,000 | ||||||||
Payments to acquire businesses | 2,800 | ||||||||
Increase (decrease) in contingent consideration liability | $ 200 | ||||||||
LMJ | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration recorded | € 2.9 | $ 3,235 | |||||||
CSL and BCS | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration recorded | NZD 8.9 | $ 6,400 | |||||||
Payments to acquire businesses | 7.5 | 5,500 | |||||||
Working capital adjustment | 0.2 | $ 100 | |||||||
Estimated fair value of earnout consideration | NZD 1.2 | $ 900 | |||||||
Schultz | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration recorded | $ 7,662 | ||||||||
Payments to acquire businesses | 6,700 | ||||||||
Business consideration liabilities incurred | 1,000 | ||||||||
Business combination purchase price | 7,100 | ||||||||
Increase (decrease) in contingent consideration liability | $ (500) | ||||||||
Working capital adjustment | $ 400 |
Description of Business - Summa
Description of Business - Summary of the Fair Value of Identified Assets and Liabilities (Details) $ in Thousands, € in Millions | Jul. 01, 2016USD ($) | Jun. 02, 2016EUR (€) | Jun. 02, 2016USD ($) | May 13, 2016USD ($) | Feb. 18, 2016USD ($) | Mar. 01, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||
Final purchase price goodwill | $ 298,619 | $ 249,120 | ||||||
LMJ | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 0 | |||||||
Receivables and cost and estimated earnings in excess of billings | 0 | |||||||
Inventories | 504 | |||||||
Prepaid expenses and other current assets | 0 | |||||||
Property, plant and equipment | 1,194 | |||||||
Identified intangible assets | 795 | |||||||
Deferred income tax assets | 0 | |||||||
Other assets | 0 | |||||||
Accounts payable | 0 | |||||||
Accrued expenses | 0 | |||||||
Billings in excess of cost and estimated earnings | 0 | |||||||
Deferred tax liabilities | 0 | |||||||
Total identifiable net assets | 2,493 | |||||||
Total consideration recorded | € 2.9 | 3,235 | ||||||
Less: total identifiable net assets | 2,493 | |||||||
Final purchase price goodwill | $ 742 | |||||||
Concrete Solutions | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 0 | |||||||
Receivables and cost and estimated earnings in excess of billings | 1,469 | |||||||
Inventories | 857 | |||||||
Prepaid expenses and other current assets | 18 | |||||||
Property, plant and equipment | 422 | |||||||
Identified intangible assets | 1,722 | |||||||
Deferred income tax assets | 0 | |||||||
Other assets | 0 | |||||||
Accounts payable | (837) | |||||||
Accrued expenses | (149) | |||||||
Billings in excess of cost and estimated earnings | 0 | |||||||
Deferred tax liabilities | (482) | |||||||
Total identifiable net assets | 3,020 | |||||||
Total consideration recorded | 6,393 | |||||||
Less: total identifiable net assets | 3,020 | |||||||
Final purchase price goodwill | $ 3,373 | |||||||
Schultz | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 0 | |||||||
Receivables and cost and estimated earnings in excess of billings | 1,086 | |||||||
Inventories | 0 | |||||||
Prepaid expenses and other current assets | 19 | |||||||
Property, plant and equipment | 162 | |||||||
Identified intangible assets | 3,060 | |||||||
Deferred income tax assets | 0 | |||||||
Other assets | 0 | |||||||
Accounts payable | (663) | |||||||
Accrued expenses | 0 | |||||||
Billings in excess of cost and estimated earnings | 0 | |||||||
Deferred tax liabilities | 0 | |||||||
Total identifiable net assets | 3,664 | |||||||
Total consideration recorded | 7,662 | |||||||
Less: total identifiable net assets | 3,664 | |||||||
Final purchase price goodwill | $ 3,998 | |||||||
Underground Solutions | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 3,630 | |||||||
Receivables and cost and estimated earnings in excess of billings | 6,339 | |||||||
Inventories | 12,629 | |||||||
Prepaid expenses and other current assets | 671 | |||||||
Property, plant and equipment | 2,755 | |||||||
Identified intangible assets | 33,370 | |||||||
Deferred income tax assets | 12,911 | |||||||
Other assets | 90 | |||||||
Accounts payable | (4,653) | |||||||
Accrued expenses | (5,900) | |||||||
Billings in excess of cost and estimated earnings | (2,943) | |||||||
Deferred tax liabilities | (14,562) | |||||||
Total identifiable net assets | 44,337 | |||||||
Total consideration recorded | 88,370 | |||||||
Less: total identifiable net assets | 44,337 | |||||||
Final purchase price goodwill | $ 44,033 | |||||||
Fyfe Europe | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 0 | |||||||
Receivables and cost and estimated earnings in excess of billings | 0 | |||||||
Inventories | 0 | |||||||
Prepaid expenses and other current assets | 0 | |||||||
Property, plant and equipment | 50 | |||||||
Identified intangible assets | 513 | |||||||
Deferred income tax assets | 0 | |||||||
Other assets | ||||||||
Accounts payable | 0 | |||||||
Accrued expenses | 0 | |||||||
Billings in excess of cost and estimated earnings | 0 | |||||||
Deferred tax liabilities | 0 | |||||||
Total identifiable net assets | 563 | |||||||
Total consideration recorded | 3,000 | |||||||
Less: total identifiable net assets | 563 | |||||||
Final purchase price goodwill | $ 2,437 |
Accounting Policies - Foreign C
Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Foreign currency transaction gain (loss) recognized in income | $ (0.9) | $ (0.1) | $ (0.6) |
Gains (losses) related to foreign exchange transactions | (54.9) | (48) | |
Gains (losses) related to derivative transactions | 1 | (0.2) | |
Income (loss) related to pension activity | 0.4 | 0.4 | |
Research and development costs | $ 4.7 | $ 2.8 | $ 2.6 |
Accounting Policies - Earnings
Accounting Policies - Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Weighted average number of common shares used for basic EPS (in Shares) | 34,713,937 | 36,554,437 | 37,651,492 |
Effect of dilutive stock options and restricted and deferred stock unit awards (in Shares) | 496,493 | 0 | 0 |
Weighted average number of common shares and dilutive potential common stock used in dilutive EPS (in Shares) | 35,210,430 | 36,554,437 | 37,651,492 |
Stock options and units excluded from diluted EPS calculation (in Shares) | 324,804 | 318,059 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of EPS (in Shares) | 77,807 | 164,014 | 164,014 |
Accounting Policies - Classific
Accounting Policies - Classification of Current Assets and Current Liabilities and Retainage (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Line Items] | |||
Billings in excess of costs and estimated earnings | $ 62,698 | $ 87,475 | |
Increase (decrease) in billings in excess of costs and estimated earnings | (27,761) | 45,700 | $ 19,100 |
Prepaid expenses and other current assets | 51,832 | 66,999 | |
Increase (decrease) in prepaid expenses and other assets | $ (16,759) | $ 28,895 | $ (3,465) |
Retainage Collection period upon completion of contract | 1 year | ||
Contract receivable retainage due after 12 months percent | 10.00% | ||
Bayou Coating | |||
Accounting Policies [Line Items] | |||
Increase (decrease) in billings in excess of costs and estimated earnings | $ (24,800) | ||
Increase (decrease) in prepaid expenses and other assets | $ (15,200) | ||
Minimum | |||
Accounting Policies [Line Items] | |||
Construction period (less than 1 month) | 1 month | ||
Collection period for municipalities | 60 days | ||
Collection period for other than municipalities | 30 days | ||
Retainage, percent of contract value withheld | 5.00% | ||
Maximum | |||
Accounting Policies [Line Items] | |||
Construction period (less than 1 month) | 24 months | ||
Collection period for municipalities | 90 days | ||
Collection period for other than municipalities | 45 days | ||
Retainage, percent of contract value withheld | 15.00% |
Accounting Policies - Impairmen
Accounting Policies - Impairment (Details) | Oct. 01, 2016USD ($)reportingUnit | Oct. 01, 2015 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($)reportingUnit | Dec. 31, 2016USD ($)businessreportingUnit | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Accounting Policies [Line Items] | ||||||||
Tangible asset impairment charges | $ 11,900,000 | $ 0 | ||||||
Definite-lived intangible asset impairment | $ 0 | 0 | $ 12,116,000 | |||||
Number of reporting units | reportingUnit | 9 | |||||||
Number of businesses acquired | business | 4 | |||||||
Number of reporting units combined into a single reporting unit | reportingUnit | 3 | |||||||
Goodwill | $ 249,120,000 | $ 298,619,000 | 249,120,000 | |||||
Goodwill impairment | 43,500,000 | 0 | 43,484,000 | 51,512,000 | ||||
Infrastructure Solutions | ||||||||
Accounting Policies [Line Items] | ||||||||
Definite-lived intangible asset impairment | 1,200,000 | |||||||
Goodwill | 174,456,000 | 223,425,000 | 174,456,000 | |||||
Goodwill impairment | 16,100,000 | |||||||
Energy Services | ||||||||
Accounting Policies [Line Items] | ||||||||
Goodwill | 46,719,000 | $ 46,719,000 | 46,719,000 | |||||
Goodwill impairment | 33,500,000 | |||||||
Bayou | ||||||||
Accounting Policies [Line Items] | ||||||||
Tangible asset impairment charges | 10,900,000 | |||||||
Definite-lived intangible asset impairment | 10,900,000 | |||||||
Goodwill | 0 | 0 | ||||||
Bayou Delta | ||||||||
Accounting Policies [Line Items] | ||||||||
Tangible asset impairment charges | $ 400,000 | |||||||
Bayou, Europe, and Asia-Pacific | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of reporting units | reportingUnit | 3 | |||||||
Goodwill impairment | $ 0 | |||||||
Fyfe | ||||||||
Accounting Policies [Line Items] | ||||||||
Goodwill | 50,200,000 | 50,200,000 | ||||||
Fyfe LA | ||||||||
Accounting Policies [Line Items] | ||||||||
Definite-lived intangible asset impairment | $ 1,200,000 | |||||||
CRTS and Bayou | ||||||||
Accounting Policies [Line Items] | ||||||||
Definite-lived intangible asset impairment | 0 | |||||||
Energy Services | ||||||||
Accounting Policies [Line Items] | ||||||||
Reporting unit percentage of fair value in excess of carrying amount | 9.90% | |||||||
Reporting unit increase (decrease) in fair value | $ 11,800,000 | |||||||
Goodwill | $ 46,700,000 | 46,700,000 | 46,700,000 | |||||
Goodwill impairment | 33,500,000 | |||||||
CRTS | ||||||||
Accounting Policies [Line Items] | ||||||||
Goodwill | $ 4,400,000 | $ 14,400,000 | 4,400,000 | 14,400,000 | ||||
Goodwill impairment | 10,000,000 | 5,700,000 | ||||||
Reporting Unit, Utilizing 10.8% Growth | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of reporting units | reportingUnit | 1 | |||||||
Greater Than 30% | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of reporting units | reportingUnit | 3 | |||||||
Reporting unit percentage of fair value in excess of carrying amount | 30.00% | |||||||
Great Than 10%-30% | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of reporting units | reportingUnit | 5 | |||||||
Reporting unit percentage of fair value in excess of carrying amount | 10.00% | |||||||
Great Than 10%-30% | Maximum | ||||||||
Accounting Policies [Line Items] | ||||||||
Reporting unit percentage of fair value in excess of carrying amount | 30.00% | |||||||
10% | ||||||||
Accounting Policies [Line Items] | ||||||||
Number of reporting units | reportingUnit | 1 | |||||||
Reporting unit percentage of fair value in excess of carrying amount | 10.00% | |||||||
10% | Minimum | ||||||||
Accounting Policies [Line Items] | ||||||||
Reporting unit percentage of fair value in excess of carrying amount | 10.00% | |||||||
Fyfe Asia | Infrastructure Solutions | ||||||||
Accounting Policies [Line Items] | ||||||||
Goodwill impairment | $ 16,100,000 | $ 29,700,000 | ||||||
Goodwill | Minimum | ||||||||
Accounting Policies [Line Items] | ||||||||
Significant assumptions used in goodwill review, discount rate | 12.00% | |||||||
Significant assumptions used in goodwill review, annual revenue growth rate | 2.20% | |||||||
Significant assumptions used in goodwill review, long term growth rate | 1.00% | |||||||
Goodwill | Maximum | ||||||||
Accounting Policies [Line Items] | ||||||||
Significant assumptions used in goodwill review, discount rate | 16.00% | |||||||
Significant assumptions used in goodwill review, annual revenue growth rate | 7.20% | |||||||
Significant assumptions used in goodwill review, long term growth rate | 3.50% | |||||||
Goodwill | Energy Services | ||||||||
Accounting Policies [Line Items] | ||||||||
Significant assumptions used in goodwill review, annual revenue growth rate | 5.40% | 2.60% | ||||||
Significant assumptions used in goodwill review, long term growth rate | 2.00% | |||||||
Reporting unit, increase (decrease) in fair value (percent) | 8.80% | |||||||
Significant assumptions used in goodwill review, weighted average cost of capital | 13.00% | |||||||
Goodwill | Reporting Unit, Utilizing 10.8% Growth | ||||||||
Accounting Policies [Line Items] | ||||||||
Significant assumptions used in goodwill review, annual revenue growth rate | 10.80% | |||||||
FRANCE | European Sewer and Water Rehabilitation | ||||||||
Accounting Policies [Line Items] | ||||||||
Tangible asset impairment charges | 200,000 | |||||||
MALAYSIA | Asia-Pacific Sewer and Water Rehabilitation | ||||||||
Accounting Policies [Line Items] | ||||||||
Tangible asset impairment charges | 300,000 | |||||||
INDIA | Asia-Pacific Sewer and Water Rehabilitation | ||||||||
Accounting Policies [Line Items] | ||||||||
Tangible asset impairment charges | $ 100,000 |
Accounting Policies - Investmen
Accounting Policies - Investments in Affiliated Companies Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2014 |
Schedule of Equity Method Investments [Line Items] | |||||||
Proceeds from divestiture of interest | $ 6,599 | $ 0 | $ 0 | ||||
Equity in earnings of affiliated companies | 0 | 0 | 570 | ||||
Return on equity of affiliated companies | $ 0 | $ 0 | $ 590 | ||||
Income (loss) from equity method investments | $ (500) | ||||||
Bayou Coating | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership interest | 49.00% | 49.00% | |||||
Ownership percentage by noncontrolling owners | 51.00% | 51.00% | |||||
Proceeds from divestiture of interest | $ 9,100 | ||||||
Non-cash charge related to goodwill, pre-tax | $ 2,700 | ||||||
Non-cash charge related to goodwill, post-tax | $ 1,800 | ||||||
Equity in earnings of affiliated companies | $ 1,200 | ||||||
Return on equity of affiliated companies | $ 700 | ||||||
Delta Double Jointing | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership percentage by noncontrolling owners | 41.00% |
Accounting Policies - Investm50
Accounting Policies - Investments in Affiliated Companies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Revenue | $ 9,088 | ||
Gross profit | 3,489 | ||
Net income | 2,413 | ||
Equity in earnings of affiliated companies | $ 0 | $ 0 | $ 570 |
Accounting Policies - VIEs, Bal
Accounting Policies - VIEs, Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Current assets | $ 51,354 | $ 60,730 |
Non-current assets | 25,607 | 26,316 |
Current liabilities | 29,324 | 24,784 |
Non-current liabilities | $ 28,849 | 25,728 |
Bayou Perma-Pipe Canada, Ltd | Disposed of by Sale | ||
Variable Interest Entity [Line Items] | ||
Total assets held for sale | 21,060 | |
Total liabilities held for sale | $ 6,961 |
Accounting Policies - VIEs, Inc
Accounting Policies - VIEs, Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Revenue | $ 61,205 | $ 77,361 | $ 84,968 |
Gross profit | 5,760 | 11,325 | 14,306 |
Net income (loss) | $ (3,075) | $ 321 | $ 2,413 |
Accounting Policies - Accountin
Accounting Policies - Accounting Standards Updates (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Accounting Policies [Abstract] | |
Minimum lease commitments under operating leases | $ 61,085 |
Restructuring - 2016 Restructur
Restructuring - 2016 Restructuring (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)employee | Dec. 31, 2014USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 9,168 | $ 968 | $ 687 | ||||
Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Estimated effect on future earnings | 17,400 | ||||||
Total headcount reduction | employee | 964 | ||||||
Number of positions eliminated (percent) | 15.50% | ||||||
Restructuring charges | $ 1,300 | $ 1,300 | $ 3,800 | $ 9,700 | 16,100 | ||
Restructuring charges net of tax | 10,300 | ||||||
Non-Cash Restructuring Charges | 765 | ||||||
Cash Restructuring Charges | 15,335 | ||||||
Restructuring charges, incurred | 16,100 | ||||||
Cash | 14,435 | ||||||
Utilized non-cash | 765 | ||||||
Restructuring Reserve | 900 | 900 | |||||
Restructuring Plan 2016 | Cost of revenues | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Non-Cash Restructuring Charges | 0 | ||||||
Cash Restructuring Charges | 278 | ||||||
Restructuring charges, incurred | 278 | ||||||
Restructuring Plan 2016 | Operating expenses | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Non-Cash Restructuring Charges | 516 | ||||||
Cash Restructuring Charges | 5,962 | ||||||
Restructuring charges, incurred | 6,478 | ||||||
Restructuring Plan 2016 | Restructuring charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Non-Cash Restructuring Charges | 0 | ||||||
Cash Restructuring Charges | 9,095 | ||||||
Restructuring charges, incurred | 9,095 | ||||||
Restructuring Plan 2016 | Other expense | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Non-Cash Restructuring Charges | 249 | ||||||
Cash Restructuring Charges | 0 | ||||||
Restructuring charges, incurred | 249 | ||||||
Severance and benefit related costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 7,396 | ||||||
Cash | 6,751 | ||||||
Utilized non-cash | 0 | ||||||
Restructuring Reserve | 645 | 645 | |||||
Lease termination costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1,137 | ||||||
Cash | 1,012 | ||||||
Utilized non-cash | 0 | ||||||
Restructuring Reserve | 125 | 125 | |||||
Relocation and other moving costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 562 | ||||||
Cash | 552 | ||||||
Utilized non-cash | 0 | ||||||
Restructuring Reserve | 10 | 10 | |||||
Other restructuring | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 7,005 | ||||||
Cash | 6,120 | ||||||
Utilized non-cash | 765 | ||||||
Restructuring Reserve | $ 120 | 120 | |||||
Employee severance and lease termination | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 9,100 | ||||||
Infrastructure Solutions | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Utilized non-cash | $ 21,700 | ||||||
Infrastructure Solutions | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Estimated effect on future earnings | 1,200 | ||||||
Restructuring charges | 3,364 | ||||||
Infrastructure Solutions | Restructuring Plan 2016 | Operating expenses | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges, incurred | 600 | ||||||
Infrastructure Solutions | Restructuring Plan 2016 | Restructuring charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges, incurred | 2,600 | ||||||
Infrastructure Solutions | Severance and benefit related costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 2,249 | ||||||
Infrastructure Solutions | Lease termination costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0 | ||||||
Infrastructure Solutions | Relocation and other moving costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 307 | ||||||
Infrastructure Solutions | Other restructuring | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 808 | ||||||
Corrosion Protection | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Estimated effect on future earnings | 6,600 | ||||||
Restructuring charges | 4,565 | ||||||
Corrosion Protection | Restructuring Plan 2016 | Operating expenses | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges, incurred | 500 | ||||||
Corrosion Protection | Restructuring Plan 2016 | Restructuring charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges, incurred | 3,800 | ||||||
Corrosion Protection | Severance and benefit related costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 3,588 | ||||||
Corrosion Protection | Lease termination costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 154 | ||||||
Corrosion Protection | Relocation and other moving costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 62 | ||||||
Corrosion Protection | Other restructuring | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 761 | ||||||
Energy Services | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Estimated effect on future earnings | 5,600 | ||||||
Restructuring charges | 8,171 | ||||||
Energy Services | Restructuring Plan 2016 | Operating expenses | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges, incurred | 5,400 | ||||||
Energy Services | Restructuring Plan 2016 | Restructuring charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges, incurred | 2,700 | ||||||
Energy Services | Severance and benefit related costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1,559 | ||||||
Energy Services | Lease termination costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 983 | ||||||
Energy Services | Relocation and other moving costs | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 193 | ||||||
Energy Services | Other restructuring | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 5,436 | ||||||
Corporate, Non-Segment | Restructuring Plan 2016 | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Estimated effect on future earnings | 4,000 | ||||||
Restructuring charges | $ 1,400 |
Restructuring - 2014 Restructur
Restructuring - 2014 Restructuring (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | 21 Months Ended | 27 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)headcount | |
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges | $ 9,168 | $ 968 | $ 687 | ||||||||||
Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Estimated annual savings | $ 10,800 | ||||||||||||
Total headcount reduction | headcount | 86 | ||||||||||||
Restructuring charges, incurred | (172) | 10,980 | 49,518 | $ 60,300 | |||||||||
Non-Cash Restructuring Charges | (465) | 4,680 | 43,875 | ||||||||||
Cash Restructuring Charges | 293 | 6,300 | 5,643 | ||||||||||
Restructuring costs, after tax | 44,800 | ||||||||||||
Utilized non-cash | 4,046 | 11,083 | 48,300 | ||||||||||
Cash | 592 | 6,253 | 12,000 | ||||||||||
Restructuring charges | $ 300 | $ (400) | $ 100 | $ (200) | $ 300 | $ 1,500 | $ 5,700 | $ 3,500 | 8,100 | 47,800 | |||
Restructuring Plan 2014 | Cost of revenues | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 55 | 2,717 | 15,686 | ||||||||||
Non-Cash Restructuring Charges | 0 | 1,620 | 14,610 | ||||||||||
Cash Restructuring Charges | 55 | 1,097 | 1,076 | ||||||||||
Restructuring Plan 2014 | Operating expenses | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | (300) | 4,387 | 20,555 | ||||||||||
Non-Cash Restructuring Charges | (465) | 25 | 17,579 | ||||||||||
Cash Restructuring Charges | 165 | 4,362 | 2,976 | ||||||||||
Restructuring Plan 2014 | Definite-lived intangible asset impairment | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 10,896 | ||||||||||||
Non-Cash Restructuring Charges | 10,896 | ||||||||||||
Cash Restructuring Charges | 0 | ||||||||||||
Restructuring Plan 2014 | Restructuring charges | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 73 | 968 | 687 | ||||||||||
Non-Cash Restructuring Charges | 0 | 0 | 0 | ||||||||||
Cash Restructuring Charges | 73 | 968 | 687 | ||||||||||
Restructuring Plan 2014 | Other expense | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 2,908 | 1,694 | |||||||||||
Non-Cash Restructuring Charges | 3,035 | 790 | |||||||||||
Cash Restructuring Charges | (127) | 904 | |||||||||||
Severance and benefit related costs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 73 | 801 | 687 | ||||||||||
Utilized non-cash | 0 | 0 | |||||||||||
Cash | 73 | 1,260 | |||||||||||
Lease termination costs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | 167 | 0 | ||||||||||
Utilized non-cash | 0 | ||||||||||||
Cash | 165 | ||||||||||||
Allowances for doubtful accounts | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | (585) | 1,186 | 11,947 | ||||||||||
Utilized non-cash | 3,739 | 5,644 | |||||||||||
Cash | 0 | 0 | |||||||||||
Inventory obsolescence | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | 0 | 2,746 | ||||||||||
Fixed asset impairment | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | 0 | 11,871 | ||||||||||
Other asset write-offs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | 1,880 | 15,909 | ||||||||||
Utilized non-cash | 1,880 | ||||||||||||
Cash | 0 | ||||||||||||
Other restructuring | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 340 | 6,946 | 6,358 | ||||||||||
Utilized non-cash | 307 | 3,559 | |||||||||||
Cash | 519 | 4,828 | |||||||||||
Employee severance and lease termination | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges | 100 | 1,000 | 700 | ||||||||||
Infrastructure Solutions | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Utilized non-cash | 21,700 | ||||||||||||
Infrastructure Solutions | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Estimated annual savings | 8,400 | ||||||||||||
Restructuring charges, incurred | 27,284 | ||||||||||||
Restructuring charges | (200) | $ 8,100 | 25,600 | ||||||||||
Infrastructure Solutions | Severance and benefit related costs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 687 | ||||||||||||
Infrastructure Solutions | Lease termination costs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | ||||||||||||
Infrastructure Solutions | Allowances for doubtful accounts | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 11,947 | ||||||||||||
Infrastructure Solutions | Inventory obsolescence | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 2,746 | ||||||||||||
Infrastructure Solutions | Fixed asset impairment | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 533 | ||||||||||||
Infrastructure Solutions | Other asset write-offs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 5,013 | ||||||||||||
Infrastructure Solutions | Other restructuring | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 6,358 | ||||||||||||
Infrastructure Solutions | Non-Cash Restructuring | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Cost incurred to date | 26,100 | 26,100 | 26,100 | ||||||||||
Corrosion Protection | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Estimated annual savings | $ 2,400 | ||||||||||||
Restructuring charges, incurred | 22,234 | ||||||||||||
Restructuring charges | 11,300 | ||||||||||||
Corrosion Protection | Severance and benefit related costs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | ||||||||||||
Corrosion Protection | Lease termination costs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | ||||||||||||
Corrosion Protection | Allowances for doubtful accounts | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | ||||||||||||
Corrosion Protection | Inventory obsolescence | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | ||||||||||||
Corrosion Protection | Fixed asset impairment | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Utilized non-cash | 11,300 | ||||||||||||
Corrosion Protection | Fixed asset impairment | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 11,338 | ||||||||||||
Corrosion Protection | Other asset write-offs | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 10,896 | ||||||||||||
Corrosion Protection | Other restructuring | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Restructuring charges, incurred | 0 | ||||||||||||
Corrosion Protection | Non-Cash Restructuring | Restructuring Plan 2014 | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Cost incurred to date | $ 22,200 | $ 22,200 | $ 22,200 | ||||||||||
Corrosion Protection | Definite-lived intangible asset impairment | |||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||
Utilized non-cash | $ 10,900 |
Restructuring - 2014 Restruct56
Restructuring - 2014 Restructuring Reserve Roll Forward (Details) - Restructuring Plan 2014 - USD ($) $ in Thousands | 12 Months Ended | 27 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | $ 7,573 | $ 14,426 | ||
Charge to income | (172) | 10,980 | $ 49,518 | $ 60,300 |
Foreign Currency Translation | (56) | (497) | ||
Utilized, Cash | 592 | 6,253 | 12,000 | |
Utilized non-cash | 4,046 | 11,083 | 48,300 | |
Ending balance | 2,707 | 7,573 | 14,426 | 2,707 |
Severance and benefit related costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | 466 | ||
Charge to income | 73 | 801 | 687 | |
Foreign Currency Translation | 0 | (7) | ||
Utilized, Cash | 73 | 1,260 | ||
Utilized non-cash | 0 | 0 | ||
Ending balance | 0 | 0 | 466 | 0 |
Lease termination costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | 0 | ||
Charge to income | 0 | 167 | 0 | |
Foreign Currency Translation | (2) | |||
Utilized, Cash | 165 | |||
Utilized non-cash | 0 | |||
Ending balance | 0 | 0 | ||
Reserves for customer receivables | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 6,605 | 11,464 | ||
Charge to income | (585) | 1,186 | 11,947 | |
Foreign Currency Translation | (47) | (401) | ||
Utilized, Cash | 0 | 0 | ||
Utilized non-cash | 3,739 | 5,644 | ||
Ending balance | 2,234 | 6,605 | 11,464 | 2,234 |
Other asset write-offs | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 0 | 0 | ||
Charge to income | 0 | 1,880 | 15,909 | |
Foreign Currency Translation | 0 | |||
Utilized, Cash | 0 | |||
Utilized non-cash | 1,880 | |||
Ending balance | 0 | 0 | ||
Other restructuring | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning balance | 968 | 2,496 | ||
Charge to income | 340 | 6,946 | 6,358 | |
Foreign Currency Translation | (9) | (87) | ||
Utilized, Cash | 519 | 4,828 | ||
Utilized non-cash | 307 | 3,559 | ||
Ending balance | $ 473 | $ 968 | $ 2,496 | $ 473 |
Supplemental Balance Sheet In57
Supplemental Balance Sheet Information - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance, at beginning of year | $ 14,524 | $ 19,307 | $ 3,441 |
Bad debt expense | 1,083 | 6,369 | 21,911 |
Write-offs and adjustments | (9,509) | (11,152) | (6,045) |
Balance, at end of year | 6,098 | 14,524 | 19,307 |
Corrosion Protection | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Bad debt expense | 2,900 | ||
Infrastructure Solutions | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance, at beginning of year | 7,500 | 7,500 | |
Balance, at end of year | 7,500 | 7,500 | |
Restructuring Plan 2014 | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Bad debt expense | $ (600) | $ 1,200 | $ 11,900 |
Supplemental Balance Sheet In58
Supplemental Balance Sheet Information - Uncompleted Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Supplemental Balance Sheet Data [Abstract] | ||
Costs incurred on uncompleted contracts | $ 741,590 | $ 818,008 |
Estimated earnings to date | 165,862 | 159,321 |
Subtotal | 907,452 | 977,329 |
Less – billings to date | (907,749) | (975,663) |
Total | (297) | 1,666 |
Costs and estimated earnings in excess of billings | 62,401 | 89,141 |
Billings in excess of costs and estimated earnings | $ (62,698) | $ (87,475) |
Supplemental Balance Sheet In59
Supplemental Balance Sheet Information - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Supplemental Balance Sheet Data [Abstract] | ||
Raw materials and supplies | $ 31,399 | $ 23,467 |
Work-in-process | 2,207 | 3,612 |
Finished products | 14,015 | 6,789 |
Construction materials | 16,332 | 13,911 |
Total | $ 63,953 | $ 47,779 |
Supplemental Balance Sheet In60
Supplemental Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 358,226 | $ 332,136 | |
Less – Accumulated depreciation | (201,479) | (187,303) | |
Property, Plant and Equipment, Net | 156,747 | 144,833 | |
Depreciation | 30,400 | 30,600 | $ 30,200 |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 10,414 | 10,348 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 65,505 | 55,981 | |
Buildings and improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 5 years | ||
Buildings and improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 40 years | ||
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 189,849 | 173,898 | |
Machinery and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 4 years | ||
Machinery and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 10 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 32,386 | 30,048 | |
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 3 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 10 years | ||
Autos and trucks | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 50,128 | 50,200 | |
Autos and trucks | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 3 years | ||
Autos and trucks | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives (Years) | 10 years | ||
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 9,944 | $ 11,661 |
Supplemental Balance Sheet In61
Supplemental Balance Sheet Information - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Supplemental Balance Sheet Data [Abstract] | ||
Vendor and other accrued expenses | $ 33,108 | $ 56,570 |
Estimated casualty and healthcare liabilities | 14,610 | 15,255 |
Job costs | 8,707 | 12,403 |
Accrued compensation | 23,398 | 22,184 |
Income tax payable and deferred income taxes | 5,187 | 6,539 |
Total | $ 85,010 | $ 112,951 |
Assets Held For Sale (Details)
Assets Held For Sale (Details) - Bayou Perma-Pipe Canada, Ltd - Disposed of by Sale $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Ownership percentage | 51.00% |
Expected loss from disposal, before tax | $ 0.6 |
Assets Held For Sale - Summary
Assets Held For Sale - Summary of Assets and Liabilities Held-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets held for sale: | ||
Total current assets | $ 0 | $ 21,060 |
Liabilities held for sale: | ||
Total current liabilities | $ 0 | 6,961 |
Bayou Perma-Pipe Canada, Ltd | Disposed of by Sale | ||
Assets held for sale: | ||
Total current assets | 8,559 | |
Property, plant & equipment, less accumulated depreciation | 12,501 | |
Total assets held for sale | 21,060 | |
Liabilities held for sale: | ||
Total current liabilities | 944 | |
Debt | 1,924 | |
Deferred income tax liabilities | 1,473 | |
Other liabilities | 2,620 | |
Total liabilities held for sale | 6,961 | |
Non-controlling interests | $ 7,142 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets - Reconciliation Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross - beginning balance | $ 344,116 |
Goodwill, accumulated impairment loss - beginning balance | (94,996) |
Goodwill, net - beginning balance | 249,120 |
Additions to goodwill through acquisitions | 50,585 |
Foreign currency translation | (1,086) |
Goodwill, gross - ending balance | 393,615 |
Goodwill, accumulated impairment loss - ending balance | (94,996) |
Goodwill, net - ending balance | 298,619 |
Underground Solutions | |
Goodwill [Roll Forward] | |
Additions to goodwill through acquisitions | 44,000 |
Fyfe Europe | |
Goodwill [Roll Forward] | |
Additions to goodwill through acquisitions | 2,400 |
LMJ | |
Goodwill [Roll Forward] | |
Additions to goodwill through acquisitions | 800 |
Concrete Solutions | |
Goodwill [Roll Forward] | |
Additions to goodwill through acquisitions | 3,400 |
Infrastructure Solutions | |
Goodwill [Roll Forward] | |
Goodwill, gross - beginning balance | 190,525 |
Goodwill, accumulated impairment loss - beginning balance | (16,069) |
Goodwill, net - beginning balance | 174,456 |
Additions to goodwill through acquisitions | 50,585 |
Foreign currency translation | (1,616) |
Goodwill, gross - ending balance | 239,494 |
Goodwill, accumulated impairment loss - ending balance | (16,069) |
Goodwill, net - ending balance | 223,425 |
Corrosion Protection | |
Goodwill [Roll Forward] | |
Goodwill, gross - beginning balance | 73,345 |
Goodwill, accumulated impairment loss - beginning balance | (45,400) |
Goodwill, net - beginning balance | 27,945 |
Additions to goodwill through acquisitions | 0 |
Foreign currency translation | 530 |
Goodwill, gross - ending balance | 73,875 |
Goodwill, accumulated impairment loss - ending balance | (45,400) |
Goodwill, net - ending balance | 28,475 |
Energy Services | |
Goodwill [Roll Forward] | |
Goodwill, gross - beginning balance | 80,246 |
Goodwill, accumulated impairment loss - beginning balance | (33,527) |
Goodwill, net - beginning balance | 46,719 |
Additions to goodwill through acquisitions | 0 |
Foreign currency translation | 0 |
Goodwill, gross - ending balance | 80,246 |
Goodwill, accumulated impairment loss - ending balance | (33,527) |
Goodwill, net - ending balance | $ 46,719 |
Goodwill and Intangible Asset65
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 285,752 | $ 249,726 |
Accumulated Amortization | (90,841) | (75,608) |
Net Carrying Amount | $ 194,911 | 174,118 |
Licensing Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 9 years 1 month 29 days | |
Gross Carrying Amount | $ 4,418 | 3,893 |
Accumulated Amortization | (3,438) | (3,275) |
Net Carrying Amount | $ 980 | 618 |
Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 10 years 9 months 2 days | |
Gross Carrying Amount | $ 2,065 | 2,065 |
Accumulated Amortization | (912) | (764) |
Net Carrying Amount | $ 1,153 | 1,301 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 13 years 7 months 15 days | |
Gross Carrying Amount | $ 24,185 | 22,519 |
Accumulated Amortization | (7,868) | (6,262) |
Net Carrying Amount | $ 16,317 | 16,257 |
Non-competes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 1 year 8 months 18 days | |
Gross Carrying Amount | $ 1,308 | 1,210 |
Accumulated Amortization | (1,054) | (945) |
Net Carrying Amount | $ 254 | 265 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 11 years 4 months 23 days | |
Gross Carrying Amount | $ 187,554 | 164,779 |
Accumulated Amortization | (53,830) | (41,967) |
Net Carrying Amount | $ 133,724 | 122,812 |
Patents and acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Lives | 10 years 17 days | |
Gross Carrying Amount | $ 66,222 | 55,260 |
Accumulated Amortization | (23,739) | (22,395) |
Net Carrying Amount | 42,483 | $ 32,865 |
LMJ | Licensing Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 600 | |
LMJ | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 200 | |
Underground Solutions | Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 1,400 | |
Underground Solutions | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 20,700 | |
Underground Solutions | Patents and acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 11,300 | |
Fyfe Europe | Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 100 | |
Fyfe Europe | Non-competes | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 100 | |
Fyfe Europe | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 300 | |
Concrete Solutions | Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | 100 | |
Concrete Solutions | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 1,600 |
Goodwill and Intangible Asset66
Goodwill and Intangible Assets - Estimated Future Amortization Expense by Year (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 16,400 | $ 13,200 | $ 14,100 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2,017 | 17,212 | ||
2,018 | 17,040 | ||
2,019 | 16,883 | ||
2,020 | 16,841 | ||
2,021 | $ 16,684 |
Long-Term Debt and Credit Fac67
Long-Term Debt and Credit Facility - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2015 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2017 | Oct. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||||||
Credit facility retired amount | $ 344,700,000 | |||||
Debt issuance costs | $ 3,406,000 | $ 4,294,000 | ||||
Interest expense | 15,029,000 | 16,044,000 | $ 12,943,000 | |||
Proceeds from line of credit | 42,000,000 | 26,000,000 | $ 18,000,000 | |||
Other long-term debt | 9,600,000 | 9,600,000 | ||||
Other loans payable | 300,000 | 100,000 | ||||
Long-term debt fair value | $ 366,000,000 | 349,100,000 | ||||
BPPC | ||||||
Debt Instrument [Line Items] | ||||||
Other long-term debt | 1,900,000 | |||||
2015 Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Notional amount | $ 262,500,000 | |||||
Derivative fixed interest rate | 1.46% | |||||
London Interbank Offered Rate (LIBOR) | 2015 Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, variable interest rate (as percent) | 3.07% | |||||
2015 Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 650,000,000 | |||||
Credit facility borrowing capacity | 350,000,000 | |||||
Line of credit facility expiration period | 5 years | |||||
Debt term | 5 years | |||||
Business combination consideration paid | 4,400,000 | |||||
Debt issuance costs | 1,800,000 | |||||
Third party arranging fees | 2,600,000 | |||||
Unamortized loan costs | 3,500,000 | |||||
Interest expense | 800,000 | |||||
Secure debt | $ 328,100,000 | 345,600,000 | ||||
Proceeds from line of credit | 36,000,000 | |||||
Letters of credit outstanding | $ 28,200,000 | |||||
Line of credit outstanding | $ 0 | |||||
Amount of hedged item | 262,500,000 | |||||
Credit facility maximum consolidated leverage ratio | 3.75 | |||||
Credit facility actual consolidated leverage ratio | 3.51 | |||||
Credit facility, remaining borrowing capacity | $ 53,500,000 | |||||
Credit facility minimum consolidated fixed charge ratio | 1.25 | |||||
Credit facility actual consolidated fixed charge ratio | 1.51 | |||||
2015 Credit Facility | Scenario, Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum consolidated leverage ratio | 3.75 | |||||
2015 Credit Facility | Insurance Carriers Collateral | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | $ 15,400,000 | |||||
2015 Credit Facility | Performance Guarantee | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 12,800,000 | |||||
2015 Credit Facility | Small Acquisition | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from line of credit | 3,000,000 | |||||
2015 Credit Facility | Underground Solutions | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from line of credit | $ 30,000,000 | |||||
Credit facility maximum consolidated leverage ratio | 4 | |||||
Credit facility maximum consolidated leverage ratio period | 1 year | |||||
2015 Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Debt basis spread on variable rate (as percent) | 1.25% | |||||
2015 Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Debt basis spread on variable rate (as percent) | 2.25% | |||||
Line of Credit | 2015 Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility borrowing capacity | $ 300,000,000 | |||||
Proceeds from line of credit | $ 3,000,000 |
Long-Term Debt and Credit Fac68
Long-Term Debt and Credit Facility - Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term debt, term note and notes payable: | ||
Total | $ 374,026 | $ 355,422 |
Less – Current maturities and notes payable | 19,835 | 17,648 |
Debt Issuance Costs, Net | 3,406 | 4,294 |
Long-term debt, less current maturities | $ 350,785 | $ 333,480 |
Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Debt annualized rates (as percent) | 3.08% | 2.47% |
Long-term debt, term note and notes payable: | ||
Term notes | $ 328,125 | $ 345,625 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Debt annualized rates (as percent) | 2.96% | |
Long-term debt, term note and notes payable: | ||
Line of credit, 2.96% | $ 36,000 | 0 |
Notes Payable, Other Payables | ||
Long-term debt, term note and notes payable: | ||
Other notes with interest rates from 3.3% to 6.5% | $ 9,901 | $ 9,797 |
Minimum | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Current stated interest rate | 3.30% | 3.30% |
Maximum | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Current stated interest rate | 6.50% | 6.50% |
Long-Term Debt and Credit Fac69
Long-Term Debt and Credit Facility - Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Principal payments in next five years: | ||
2,017 | $ 19,835 | |
2,018 | 35,899 | |
2,019 | 28,438 | |
2,020 | 289,854 | |
2,021 | 0 | |
Total | $ 374,026 | $ 355,422 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 31, 2016 | Aug. 31, 2016 | Mar. 31, 2016 | Nov. 30, 2015 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||||||||
Authorized amount for share repurchase program | $ 40,000,000 | $ 10,000,000 | $ 20,000,000 | $ 20,000,000 | ||||
Options outstanding (in shares) | 170,253 | 288,383 | 503,134 | 1,208,824 | ||||
Stock Options | ||||||||
Class of Stock [Line Items] | ||||||||
Shares repurchased during the period (in shares) | 61,980 | 163,500 | 419,643 | |||||
Shares repurchased during the period | $ 1,200,000 | $ 3,000,000 | $ 1,400,000 | |||||
Stock repurchased during period, net cash value | $ 1,500,000 | $ 900,000 | $ 9,800,000 | |||||
Restricted Stock and Restricted Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 1,501,021 | 1,275,707 | 767,540 | 555,025 | ||||
2016 Employee Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares authorized for grant (in shares) | 1,132,739 | |||||||
2016 Employee Plan | Stock Options | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 0 | |||||||
2016 Employee Plan | Restricted Stock and Restricted Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 56,581 | |||||||
2013 Employee Plan | Stock Options | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 0 | |||||||
2013 Employee Plan | Restricted Stock and Restricted Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 1,435,307 | |||||||
2009 Employee Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Options outstanding (in shares) | 170,253 | |||||||
2009 Employee Plan | Restricted Stock and Restricted Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 9,133 | |||||||
2016 Director Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares authorized for grant (in shares) | 166,456 | |||||||
2016 Director Plan | Deferred Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 2,104 | |||||||
2011 Director Plan | Deferred Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 149,925 | |||||||
2006 Director Plan | Deferred Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 46,841 | |||||||
2001 Director Plan | Deferred Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Stock awards outstanding (in shares) | 54,575 | |||||||
Through The Open Market Repurchase Program | ||||||||
Class of Stock [Line Items] | ||||||||
Shares repurchased during the period (in shares) | 2,226,875 | 1,306,199 | 860,761 | |||||
Shares repurchased during the period | $ 41,800,000 | $ 24,300,000 | $ 20,000,000 | |||||
Average cost per share (in Dollars per share) | $ 18.76 | $ 18.58 | $ 23.24 | |||||
In Connection with Equity Compensation Programs | ||||||||
Class of Stock [Line Items] | ||||||||
Authorized amount for share repurchase program | $ 10,000,000 | |||||||
Shares repurchased during the period (in shares) | 61,039 | 32,902 | 54,334 | |||||
Shares repurchased during the period | $ 1,200,000 | $ 600,000 | $ 1,200,000 | |||||
Average cost per share (in Dollars per share) | $ 19.65 | $ 17.05 | $ 22.62 |
Equity-based Compensation - Sum
Equity-based Compensation - Summary of Stock Award Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock and Restricted Stock Units | |||
Stock Awards | |||
Stock Awards - Outstanding (in shares) | 1,275,707 | 767,540 | 555,025 |
Stock Awards - Outstanding (in shares) | 1,501,021 | 1,275,707 | 767,540 |
Weighted Average Award Date Fair Value | |||
Weighted Average Award Date Fair Value - Outstanding (in Dollars per share) | $ 19.60 | $ 21.93 | $ 22.79 |
Weighted Average Award Date Fair Value - Outstanding (in Dollars per share) | $ 18.78 | $ 19.60 | $ 21.93 |
Expense associated with stock awards | $ 8.3 | $ 6.8 | $ 3 |
Unrecognized pre-tax expense | $ 10.8 | ||
Remaining period for recognition | 1 year 9 months 7 days | ||
Restricted Stock | |||
Stock Awards | |||
Stock Awards - Awarded (in shares) | 0 | 0 | 242,722 |
Stock Awards - Distributed (in shares) | (162,554) | (90,607) | (118,828) |
Stock Awards - Forfeited (in shares) | (22,045) | (54,045) | (104,013) |
Weighted Average Award Date Fair Value | |||
Weighted Average Award Date Fair Value - Awarded (in Dollars per share) | $ 0 | $ 0 | $ 23.76 |
Weighted Average Award Date Fair Value - Distributed (in Dollars per share) | 23.49 | 19.25 | 23.55 |
Weighted Average Award Date Fair Value - Forfeited (in Dollars per share) | $ 23.34 | $ 23.40 | $ 23.77 |
Restricted Stock Units (RSUs) | |||
Stock Awards | |||
Stock Awards - Awarded (in shares) | 335,026 | 422,141 | 65,117 |
Stock Awards - Distributed (in shares) | (23,739) | (12,646) | (15,277) |
Stock Awards - Forfeited (in shares) | (71,992) | (27,360) | (6,925) |
Weighted Average Award Date Fair Value | |||
Weighted Average Award Date Fair Value - Awarded (in Dollars per share) | $ 18.43 | $ 17.37 | $ 23.80 |
Weighted Average Award Date Fair Value - Distributed (in Dollars per share) | 20.73 | 19.62 | 21.25 |
Weighted Average Award Date Fair Value - Forfeited (in Dollars per share) | $ 17.60 | $ 18.79 | $ 22.93 |
Performance Shares [Member] | |||
Stock Awards | |||
Stock Awards - Awarded (in shares) | 245,586 | 297,164 | 330,235 |
Stock Awards - Distributed (in shares) | 0 | 0 | 0 |
Stock Awards - Forfeited (in shares) | (74,968) | (26,480) | (180,516) |
Weighted Average Award Date Fair Value | |||
Weighted Average Award Date Fair Value - Awarded (in Dollars per share) | $ 18.35 | $ 17.24 | $ 21.34 |
Weighted Average Award Date Fair Value - Distributed (in Dollars per share) | 0 | 0 | 0 |
Weighted Average Award Date Fair Value - Forfeited (in Dollars per share) | $ 18.68 | $ 19.50 | $ 24.54 |
2016 Employee Plan | |||
Weighted Average Award Date Fair Value | |||
Common stock available for equity-based compensation awards (in dollars per share) | 1,147,770 | ||
2016 Employee Plan | Restricted Stock and Restricted Stock Units | |||
Stock Awards | |||
Stock Awards - Outstanding (in shares) | 56,581 |
Equity-based Compensation - S72
Equity-based Compensation - Summary of Deferred Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred stock unit, share transfer obligation (in Shares) | 1 | ||
Deferred Stock Units | |||
Deferred Stock Units | |||
Stock Awards - Outstanding (in shares) | 247,219 | 221,471 | 214,455 |
Stock Awards - Awarded (in shares) | 45,886 | 53,527 | 38,810 |
Shares distributed (in shares) | (39,660) | (27,779) | (31,794) |
Stock Awards - Outstanding (in shares) | 253,445 | 247,219 | 221,471 |
Weighted Average Award Date Fair Value | |||
Weighted Average Award Date Fair Value - Outstanding (in Dollars per share) | $ 19.92 | $ 20.10 | $ 19.56 |
Awarded (in Dollars per share) | 21.22 | 18.56 | 22.89 |
Shares distributed (in Dollars per share) | 21.29 | 18.76 | 19.70 |
Weighted Average Award Date Fair Value - Outstanding (in Dollars per share) | $ 19.93 | $ 19.92 | $ 20.10 |
Expense recorded | $ 1 | $ 1 | $ 0.9 |
2016 Employee Plan | |||
Weighted Average Award Date Fair Value | |||
Common stock available for equity-based compensation awards (in dollars per share) | 1,147,770 | ||
2016 Director Plan | |||
Weighted Average Award Date Fair Value | |||
Common stock available for equity-based compensation awards (in dollars per share) | 164,352 |
Equity-based Compensation - S73
Equity-based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | |||
Outstanding at beginning of the period (in shares) | 288,383 | 503,134 | 1,208,824 |
Granted (in shares) | 0 | 0 | 38,820 |
Exercised (in shares) | (114,307) | (209,205) | (526,359) |
Canceled/Expired (in shares) | (3,823) | (5,546) | (218,151) |
Outstanding at end of the period (in shares) | 170,253 | 288,383 | 503,134 |
Exercisable (in shares) | 170,253 | 284,929 | 452,236 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Outstanding at beginning of the period (in Dollars per share) | $ 21.73 | $ 18.18 | $ 18.54 |
Granted (in Dollars per share) | 0 | 0 | 24.21 |
Exercised (in Dollars per share) | 21.33 | 13.13 | 16.36 |
Canceled/Expired (in Dollars per share) | 22.24 | 24.21 | 25.61 |
Outstanding at end of the period (in Dollars per share) | 21.99 | 21.73 | 18.18 |
Exercisable (in Dollars per share) | $ 21.99 | $ 21.78 | $ 18.12 |
Compensation not yet recognized stock options | $ 0 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, general term | 7 years | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, general term | 10 years | ||
Stock Options | |||
Shares | |||
Granted (in shares) | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Expense recorded | $ 100,000 | $ 100,000 | $ 600,000 |
Equity-based Compensation - Add
Equity-based Compensation - Additional Stock Option Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Amount collected from stock option exercises | $ 2,438 | $ 2,748 | $ 8,614 |
Total intrinsic value of stock option exercises | 216 | 1,108 | 3,771 |
Tax benefit of stock option exercises recorded in additional paid-in-capital | 615 | 209 | 6 |
Aggregate intrinsic value of outstanding stock options | 517 | 173 | 1,231 |
Aggregate intrinsic value of exercisable stock options | $ 517 | $ 169 | $ 1,209 |
Share price (in dollars per share) | $ 23.70 | $ 19.31 | $ 18.61 |
Granted (in shares) | 0 | 0 | 38,820 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 |
Equity-based Compensation - Bin
Equity-based Compensation - Binomial Option-Pricing Model Assumptions (Details) - Stock Options | 12 Months Ended |
Dec. 31, 2014$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant-date fair value (in Dollars per share) | $ 11.27 |
Volatility (as a percent) | 41.60% |
Expected term | 7 years |
Dividend yield (as a percent) | 0.00% |
Risk-free rate (as a percent) | 2.30% |
Taxes on Income (Tax Benefits76
Taxes on Income (Tax Benefits) - Narrative (Details) - USD ($) $ in Thousands | Feb. 18, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | |||||
Statutory income tax rate (as percent) | 35.00% | ||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | $ 26,212 | $ 14,688 | |||
DTA, operating loss carryforward, subject to expiration | 20,800 | ||||
DTA, operating loss carryforward, not subject to expiration | 5,400 | ||||
Foreign tax credit carryforwards | 3,426 | 358 | |||
DTA. foreign tax credit carryforwards, subject to expiration | 3,200 | ||||
Valuation allowance | 15,428 | 18,897 | $ 19,353 | $ 7,797 | |
Undistributed earnings on foreign subsidiaries | 208,400 | ||||
Lapse in statute of limitations | 83 | 218 | 252 | ||
Unrecognized tax benefits that would impact effective tax rate | 500 | ||||
Income tax penalties and interest expense | 300 | 300 | 300 | ||
Decrease in unrecognized tax benefits is reasonably possible | 300 | ||||
Underground Solutions | |||||
Operating Loss Carryforwards [Line Items] | |||||
Foreign earnings repatriated, tax impact | $ 3,200 | ||||
Foreign earnings repatriated | $ 29,700 | ||||
Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
DTA, tax credit carryforward, not subject to expiration | 200 | ||||
Change in the balance of the valuation allowance for deferred tax assets allocated to income tax expense | 1,364 | (756) | 7,785 | ||
State and Local Jurisdiction | |||||
Operating Loss Carryforwards [Line Items] | |||||
Change in the balance of the valuation allowance for deferred tax assets allocated to income tax expense | $ (4,202) | $ 4,834 | $ 5,206 |
Taxes on Income (Tax Benefits77
Taxes on Income (Tax Benefits) - Schedule of Income Before Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 23,205 | $ (15,944) | $ (75,112) |
Foreign | 12,064 | 17,159 | 39,137 |
Income (loss) before taxes on income | $ 35,269 | $ 1,215 | $ (35,975) |
Taxes on Income (Tax Benefits78
Taxes on Income (Tax Benefits) - Components of Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (636) | $ 2,150 | $ (2,112) |
Foreign | 3,585 | 5,600 | 10,586 |
State | 175 | 528 | 2,635 |
Subtotal | 3,124 | 8,278 | 11,109 |
Deferred: | |||
Federal | 2,158 | 218 | (18,629) |
Foreign | 475 | 1,382 | 3,034 |
State | 352 | (673) | 646 |
State | 2,985 | 927 | (14,949) |
Total tax provision (benefit) | $ 6,109 | $ 9,205 | $ (3,840) |
Taxes on Income (Tax Benefits79
Taxes on Income (Tax Benefits) - Effective Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Income taxes at U.S. federal statutory tax rate | $ 12,344 | $ 425 | $ (12,591) |
State income taxes, net of federal income tax benefit | 342 | (94) | (3,073) |
Divestitures | 271 | 2,269 | 0 |
Meals and entertainment | 736 | 761 | 863 |
Changes in taxes previously accrued | 23 | (489) | (1,932) |
Foreign tax rate differences | (2,559) | (1,468) | (9,215) |
Goodwill impairment | 0 | 3,485 | 9,690 |
Recognition of uncertain tax positions | 85 | 24 | (96) |
Settlement of escrow arrangement | 0 | (1,115) | 0 |
Domestic Production Activities deduction | (1,017) | (528) | (81) |
Incremental U.S. taxes on undistributed foreign earnings | 0 | 2,102 | 0 |
Other matters | (1,278) | (245) | (396) |
Total tax provision (benefit) | $ 6,109 | $ 9,205 | $ (3,840) |
Effective tax rate | 17.30% | 757.60% | 10.70% |
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Change in the balance of the valuation allowance for deferred tax assets allocated to income tax expense | $ 1,364 | $ (756) | $ 7,785 |
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Change in the balance of the valuation allowance for deferred tax assets allocated to income tax expense | $ (4,202) | $ 4,834 | $ 5,206 |
Taxes on Income (Tax Benefits80
Taxes on Income (Tax Benefits) - Net Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets: | ||
Foreign tax credit carryforwards | $ 3,426 | $ 358 |
Net operating loss carryforwards | 26,212 | 14,688 |
Accrued expenses | 17,366 | 24,449 |
Other | 8,701 | 8,285 |
Total gross deferred income tax assets | 55,705 | 47,780 |
Less valuation allowance | (15,428) | (18,897) |
Net deferred income tax assets | 40,277 | 28,883 |
Deferred income tax liabilities: | ||
Property, plant and equipment | (12,627) | (11,438) |
Intangible assets | (28,346) | (14,525) |
Undistributed foreign earnings | (7,051) | (9,153) |
Other | (9,237) | (8,248) |
Total deferred income tax liabilities | (57,261) | (43,364) |
Net deferred income tax liabilities | $ (16,984) | $ (14,481) |
Taxes on Income (Tax Benefits81
Taxes on Income (Tax Benefits) - Deferred Tax Assets and Liabilities in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Contingency [Line Items] | ||
Current deferred income tax assets, net | $ 7,824 | $ 7,804 |
Current deferred income tax liabilities, net | (3,317) | (5,029) |
Noncurrent deferred income tax assets, net | 1,848 | 2,130 |
Noncurrent deferred income tax liabilities, net | (23,339) | (19,386) |
Net deferred income tax liabilities | $ (16,984) | (14,481) |
Bayou Perma-Pipe Canada, Ltd | ||
Income Tax Contingency [Line Items] | ||
Current deferred income tax liabilities, net | $ (1,500) |
Taxes on Income (Tax Benefits82
Taxes on Income (Tax Benefits) - Valuation Allowance Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance, at beginning of year | $ 18,897 | $ 19,353 | $ 7,797 |
Additions | 3,095 | 7,783 | 14,442 |
Reversals | (4,984) | (5,294) | (2,090) |
Other adjustments | (1,580) | (2,945) | (796) |
Balance, at end of year | $ 15,428 | $ 18,897 | $ 19,353 |
Taxes on Income (Tax Benefits83
Taxes on Income (Tax Benefits) - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 2,410 | $ 2,672 | $ 2,936 |
Additions for tax positions of prior years related to acquisitions | 148 | 0 | 0 |
Additions for tax positions of prior years | 10 | 10 | 36 |
Lapse in statute of limitations | (83) | (218) | (252) |
Foreign currency translation | (20) | (54) | (48) |
Ending balance | $ 2,465 | $ 2,410 | $ 2,672 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 23,800 | $ 24,900 | $ 24,100 |
2,017 | 18,976 | ||
2,018 | 14,610 | ||
2,019 | 10,723 | ||
2,020 | 7,035 | ||
2,021 | 4,818 | ||
Thereafter | 4,923 | ||
Total | $ 61,085 |
Commitments and Contingencies85
Commitments and Contingencies - Litigation (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($)lawsuit | Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)lawsuit | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Loss Contingencies [Line Items] | |||||
Number of lawsuits settled | lawsuit | 2 | ||||
Gain on litigation settlement | $ 6,625,000 | $ 0 | $ 0 | ||
Period of time settlement payment is to be received | 4 years | ||||
Prepaid expenses and other current assets | $ 51,832,000 | $ 51,832,000 | 51,832,000 | $ 66,999,000 | |
2012 Departure of Key Leaders from Tyfo Fibrwrap | |||||
Loss Contingencies [Line Items] | |||||
Number of lawsuits settled | lawsuit | 2 | ||||
Gain on litigation settlement | 6,600,000 | ||||
Period of time settlement payment is to be received | 4 years | ||||
Initial cash payment received for settlement | $ 3,600,000 | ||||
Cash installments for settlement | 750,000 | ||||
Prepaid expenses and other current assets | 750,000 | 750,000 | 750,000 | ||
Other assets | $ 2,250,000 | $ 2,250,000 | $ 2,250,000 |
Commitments and Contingencies86
Commitments and Contingencies - Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | ||||||
Write-offs and adjustments | $ 9,509,000 | $ 11,152,000 | $ 6,045,000 | |||
Additions to goodwill through acquisitions | 50,585,000 | |||||
Material purchase commitments | 0 | |||||
Conditional Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Contingency accrual | 2,700,000 | |||||
Write-offs and adjustments | $ 7,500,000 | |||||
Brinderson LP | Pre-Acquisition Related Contingencies | ||||||
Loss Contingencies [Line Items] | ||||||
Contingency accrual | $ 6,000,000 | $ 10,500,000 | ||||
Payments made on contingency matters | $ 400,000 | |||||
Loss contingency accrual, provision (reversal) | $ 2,300,000 | $ 1,800,000 |
Commitments and Contingencies87
Commitments and Contingencies - Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Corrpro | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined Benefit Plan, Contributions by Employer | $ 0.1 | $ 0.1 | $ 0.2 |
Defined Benefit Plan, Benefit Obligation | 7.4 | 7.9 | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 8.8 | 9.4 | |
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 2.80% | ||
Defined Benefit Plan, Amounts Recognized in Balance Sheet | $ 1.4 | ||
United States | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined Contribution Plan, Cost Recognized | 5.5 | 5.5 | 5.3 |
Foreign | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined Contribution Plan, Cost Recognized | $ 0.8 | $ 0.8 | $ 1.2 |
Derivative Financial Instrume88
Derivative Financial Instruments (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 30, 2015 | |
Debt Instrument [Line Items] | ||||
Gain upon settlement of cash flow hedges (less than $0.1 million) | $ 100,000 | $ 100,000 | $ 100,000 | |
Gain related to cash flow hedges, foreign currency translation, and derivative transactions (less than $0.1 million) | (54,900,000) | $ (48,000,000) | ||
2015 Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Notional amount | $ 262,500,000 | |||
Derivative fixed interest rate | 1.46% | |||
Cash Flow Hedging | ||||
Debt Instrument [Line Items] | ||||
Gain related to cash flow hedges, foreign currency translation, and derivative transactions (less than $0.1 million) | $ 100,000 | |||
2015 Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Amount of hedged item | $ 262,500,000 | |||
Credit facility borrowing capacity | $ 350,000,000 |
Derivative Financial Instrume89
Derivative Financial Instruments - Summary of the Fair Value Amounts of Derivative Instruments (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | $ 1,087 | $ 109 |
Total Derivative Liabilities | 57 | 256 |
Forward Currency Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 26 | 109 |
Total Derivative Liabilities | 57 | 243 |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 1,061 | |
Total Derivative Liabilities | 13 | |
Significant Observable Inputs (Level 2) | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 1,087 | 109 |
Total Derivative Liabilities | 57 | 256 |
Total Net Derivative Asset (Liability) | 1,030 | (147) |
Significant Observable Inputs (Level 2) | Forward Currency Contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 26 | 109 |
Total Derivative Liabilities | 57 | 243 |
Significant Observable Inputs (Level 2) | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 1,061 | |
Total Derivative Liabilities | 13 | |
Significant Observable Inputs (Level 2) | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 1,061 | 18 |
Total Derivative Liabilities | 57 | 256 |
Significant Observable Inputs (Level 2) | Designated as Hedging Instrument | Forward Currency Contracts | Prepaid Expenses and Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 0 | 18 |
Significant Observable Inputs (Level 2) | Designated as Hedging Instrument | Forward Currency Contracts | Accrued Expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Liabilities | 57 | 243 |
Significant Observable Inputs (Level 2) | Designated as Hedging Instrument | Interest Rate Swap | Other Noncurrent Assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 1,061 | 0 |
Significant Observable Inputs (Level 2) | Designated as Hedging Instrument | Interest Rate Swap | Other Noncurrent Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Liabilities | 0 | 13 |
Significant Observable Inputs (Level 2) | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | 26 | 91 |
Significant Observable Inputs (Level 2) | Not Designated as Hedging Instrument | Forward Currency Contracts | Prepaid Expenses and Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative Assets | $ 26 | $ 91 |
Derivative Financial Instrume90
Derivative Financial Instruments - Recurring Basis and Basis for Measurement (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Total Derivative Assets | $ 1,087 | $ 109 |
Liabilities | ||
Total Derivative Liabilities | 57 | 256 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total Derivative Assets | 0 | 0 |
Liabilities | ||
Total Derivative Liabilities | 0 | 0 |
Significant Observable Inputs (Level 2) | ||
Assets | ||
Total Derivative Assets | 1,087 | 109 |
Liabilities | ||
Total Derivative Liabilities | 57 | 256 |
Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Total Derivative Assets | 0 | 0 |
Liabilities | ||
Total Derivative Liabilities | 0 | 0 |
Forward Currency Contracts | ||
Assets | ||
Total Derivative Assets | 26 | 109 |
Liabilities | ||
Total Derivative Liabilities | 57 | 243 |
Forward Currency Contracts | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total Derivative Assets | 0 | 0 |
Liabilities | ||
Total Derivative Liabilities | 0 | 0 |
Forward Currency Contracts | Significant Observable Inputs (Level 2) | ||
Assets | ||
Total Derivative Assets | 26 | 109 |
Liabilities | ||
Total Derivative Liabilities | 57 | 243 |
Forward Currency Contracts | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Total Derivative Assets | 0 | 0 |
Liabilities | ||
Total Derivative Liabilities | 0 | 0 |
Interest Rate Swap | ||
Assets | ||
Total Derivative Assets | 1,061 | |
Liabilities | ||
Total Derivative Liabilities | 13 | |
Interest Rate Swap | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets | ||
Total Derivative Assets | 0 | |
Liabilities | ||
Total Derivative Liabilities | 0 | |
Interest Rate Swap | Significant Observable Inputs (Level 2) | ||
Assets | ||
Total Derivative Assets | 1,061 | |
Liabilities | ||
Total Derivative Liabilities | 13 | |
Interest Rate Swap | Significant Unobservable Inputs (Level 3) | ||
Assets | ||
Total Derivative Assets | $ 0 | |
Liabilities | ||
Total Derivative Liabilities | $ 0 |
Derivative Financial Instrume91
Derivative Financial Instruments - Summary of Derivative Positions (Details) - 12 months ended Dec. 31, 2016 | USD ($)$ / £€ / £$ / € | GBP (£)$ / £€ / £$ / € |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Notional amount | $ | $ 246,094,750 | |
Weighted Average Remaining Maturity | 3 years 10 months | |
Sell [Member] | USD/EURO | ||
Derivative [Line Items] | ||
Notional amount | $ | $ 3,400,000 | |
Weighted Average Remaining Maturity | 3 months | |
Average Exchange Rate | $ / € | 1.06 | 1.06 |
Sell [Member] | USD/British Pound | ||
Derivative [Line Items] | ||
Notional amount | £ | £ 4,595,000 | |
Weighted Average Remaining Maturity | 3 months | |
Average Exchange Rate | $ / £ | 1.24 | 1.24 |
Sell [Member] | EURO/British Pound | ||
Derivative [Line Items] | ||
Notional amount | £ | £ 5,700,000 | |
Weighted Average Remaining Maturity | 3 months | |
Average Exchange Rate | € / £ | 0.86 | 0.86 |
Discontinued Operations (Detail
Discontinued Operations (Details) - Discontinued Operations, Liquidated - Bayou Welding Works - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
General and administrative expense | $ 1,400 | |
Operating loss | $ (6,008) |
Discontinued Operations - Opera
Discontinued Operations - Operating Results for Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net loss | $ 0 | $ 0 | $ (3,847) |
Discontinued Operations, Liquidated | Bayou Welding Works | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenues | 0 | ||
Gross profit (loss) | (67) | ||
Operating expenses | (5,941) | ||
Operating loss | (6,008) | ||
Other income (expense) | (74) | ||
Loss before tax benefits | (6,082) | ||
Tax benefits | 2,235 | ||
Net loss | $ (3,847) |
Segment and Geographic Inform94
Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)segmentmarket | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting [Abstract] | ||||
Number of markets | market | 3 | |||
Number of reportable segments | segment | 3 | |||
Restructuring charges | $ 9,168 | $ 968 | $ 687 | |
Goodwill impairment | $ 43,500 | 0 | 43,484 | 51,512 |
Acquisition-related expenses | $ 2,696 | $ 1,912 | $ 1,375 |
Segment and Geographic Inform95
Segment and Geographic Information - Financial Information by Segment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)lawsuit | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 321,802 | $ 308,524 | $ 297,686 | $ 293,908 | $ 330,713 | $ 356,595 | $ 337,096 | $ 309,166 | $ 1,221,920 | $ 1,333,570 | $ 1,331,421 |
Operating income (loss) | 26,315 | 20,505 | 8,145 | (4,139) | (28,640) | 24,938 | 14,523 | 9,125 | 50,826 | 19,946 | (19,812) |
Interest expense | (15,029) | (16,044) | (12,943) | ||||||||
Interest income | 166 | 218 | 633 | ||||||||
Other | (694) | (2,905) | (3,853) | ||||||||
Total other expense | (15,557) | (18,731) | (16,163) | ||||||||
Income (loss) before taxes on income | 35,269 | 1,215 | (35,975) | ||||||||
Total assets | 1,193,582 | 1,254,013 | 1,193,582 | 1,254,013 | 1,291,133 | ||||||
Capital expenditures | 38,760 | 29,454 | 32,899 | ||||||||
Depreciation and amortization | 46,719 | 43,791 | 44,312 | ||||||||
Restructuring charges, net | 15,900 | ||||||||||
Goodwill impairment | 43,500 | 0 | 43,484 | 51,512 | |||||||
Definite-lived intangible asset impairment | 0 | 0 | 12,116 | ||||||||
Restructuring charges | 9,168 | 968 | 687 | ||||||||
Acquisition-related expenses | 2,696 | 1,912 | 1,375 | ||||||||
Gain on litigation settlement | $ 6,625 | 0 | 0 | ||||||||
Number of lawsuits settled | lawsuit | 2 | ||||||||||
Infrastructure Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 571,551 | 556,234 | 567,205 | ||||||||
Operating income (loss) | 53,503 | 46,867 | (6,194) | ||||||||
Goodwill impairment | 16,100 | ||||||||||
Definite-lived intangible asset impairment | 1,200 | ||||||||||
Acquisition-related expenses | 2,700 | 1,100 | |||||||||
Gain on litigation settlement | 6,600 | ||||||||||
Inventory step up expense | 3,600 | ||||||||||
Corrosion Protection | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 401,469 | 437,921 | 458,409 | ||||||||
Operating income (loss) | 1,809 | (1,771) | (31,010) | ||||||||
Goodwill impairment | 10,000 | 35,400 | |||||||||
Definite-lived intangible asset impairment | 10,900 | ||||||||||
Acquisition-related expenses | 500 | 700 | |||||||||
Energy Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 248,900 | 339,415 | 305,807 | ||||||||
Operating income (loss) | (4,486) | (25,150) | 17,392 | ||||||||
Goodwill impairment | 33,500 | ||||||||||
Acquisition-related expenses | 300 | 700 | |||||||||
Proceeds from settlement of escrow claims | 4,500 | ||||||||||
Operating Segments | Infrastructure Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 584,425 | 508,817 | 584,425 | 508,817 | 485,785 | ||||||
Capital expenditures | 19,834 | 7,657 | 13,096 | ||||||||
Depreciation and amortization | 17,547 | 14,836 | 15,726 | ||||||||
Operating Segments | Corrosion Protection | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 424,007 | 489,519 | 424,007 | 489,519 | 506,659 | ||||||
Capital expenditures | 14,393 | 17,226 | 12,107 | ||||||||
Depreciation and amortization | 18,792 | 18,834 | 19,259 | ||||||||
Operating Segments | Energy Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 147,171 | 183,763 | 147,171 | 183,763 | 197,858 | ||||||
Capital expenditures | 2,514 | 2,202 | 3,720 | ||||||||
Depreciation and amortization | 7,067 | 7,641 | 7,004 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 37,979 | 50,854 | 37,979 | 50,854 | 100,831 | ||||||
Capital expenditures | 2,019 | 2,369 | 3,976 | ||||||||
Depreciation and amortization | 3,313 | 2,480 | 2,323 | ||||||||
Reconciling Items | Held-for-sale Assets | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 0 | 21,060 | 0 | 21,060 | 0 | ||||||
Restructuring Plan 2016 | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring charges | 1,300 | 1,300 | 3,800 | 9,700 | 16,100 | ||||||
Restructuring Plan 2016 | Infrastructure Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring charges, net | 3,100 | ||||||||||
Restructuring charges | 3,364 | ||||||||||
Restructuring Plan 2016 | Corrosion Protection | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring charges | 4,565 | ||||||||||
Restructuring Plan 2016 | Energy Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring charges | 8,171 | ||||||||||
Restructuring Plan 2016 | Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring charges | 1,400 | ||||||||||
Restructuring Plan 2014 | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring charges | $ 300 | $ (400) | $ 100 | $ (200) | $ 300 | $ 1,500 | $ 5,700 | $ 3,500 | 8,100 | 47,800 | |
Restructuring Plan 2014 | Infrastructure Solutions | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring charges | $ (200) | $ 8,100 | 25,600 | ||||||||
Restructuring Plan 2014 | Corrosion Protection | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Restructuring charges | $ 11,300 |
Segment and Geographic Inform96
Segment and Geographic Information - Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 321,802 | $ 308,524 | $ 297,686 | $ 293,908 | $ 330,713 | $ 356,595 | $ 337,096 | $ 309,166 | $ 1,221,920 | $ 1,333,570 | $ 1,331,421 |
Operating income (loss) | 26,315 | $ 20,505 | $ 8,145 | $ (4,139) | (28,640) | $ 24,938 | $ 14,523 | $ 9,125 | 50,826 | 19,946 | (19,812) |
Long-lived assets | 165,967 | 150,449 | 165,967 | 150,449 | 178,921 | ||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 924,580 | 965,957 | 926,834 | ||||||||
Operating income (loss) | 28,048 | (18,959) | (45,945) | ||||||||
Long-lived assets | 140,099 | 124,120 | 140,099 | 124,120 | 135,898 | ||||||
Canada | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 129,291 | 174,827 | 202,806 | ||||||||
Operating income (loss) | 16,156 | 27,126 | 36,883 | ||||||||
Long-lived assets | 9,464 | 9,872 | 9,464 | 9,872 | 25,610 | ||||||
Europe | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 60,238 | 56,474 | 85,614 | ||||||||
Operating income (loss) | 981 | 3,217 | 1,862 | ||||||||
Long-lived assets | 7,575 | 7,268 | 7,575 | 7,268 | 8,984 | ||||||
Other Foreign | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 107,811 | 136,312 | 116,167 | ||||||||
Operating income (loss) | 5,641 | 8,562 | (12,612) | ||||||||
Long-lived assets | $ 8,829 | $ 9,189 | $ 8,829 | $ 9,189 | $ 8,429 |
Selected Quarterly Financial 97
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 321,802 | $ 308,524 | $ 297,686 | $ 293,908 | $ 330,713 | $ 356,595 | $ 337,096 | $ 309,166 | $ 1,221,920 | $ 1,333,570 | $ 1,331,421 |
Gross profit | 71,242 | 66,318 | 61,190 | 54,414 | 67,423 | 77,121 | 72,053 | 59,190 | 253,164 | 275,787 | 279,983 |
Operating income (loss) | 26,315 | 20,505 | 8,145 | (4,139) | (28,640) | 24,938 | 14,523 | 9,125 | 50,826 | 19,946 | (19,812) |
Net income (loss) | $ 18,129 | $ 11,787 | $ 3,193 | $ (3,949) | $ (33,433) | $ 15,223 | $ 8,848 | $ 1,372 | $ 29,488 | $ (8,067) | $ (37,167) |
Basic: | |||||||||||
Net income (in Dollars per share) | $ 0.52 | $ 0.35 | $ 0.10 | $ (0.11) | $ (0.91) | $ 0.41 | $ 0.24 | $ 0.04 | $ 0.85 | $ (0.22) | $ (0.98) |
Diluted earnings per share | |||||||||||
Net income (loss) (in Dollars per share) | $ 0.52 | $ 0.34 | $ 0.10 | $ (0.11) | $ (0.91) | $ 0.40 | $ 0.24 | $ 0.04 | $ 0.84 | $ (0.22) | $ (0.98) |
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | $ 9,168 | $ 968 | $ 687 | ||||||||
Gain on litigation settlement | 6,625 | 0 | 0 | ||||||||
Goodwill impairment | $ 43,500 | 0 | 43,484 | 51,512 | |||||||
Restructuring Plan 2016 | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | $ 1,300 | $ 1,300 | $ 3,800 | $ 9,700 | $ 16,100 | ||||||
Restructuring Plan 2014 | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Restructuring charges | $ 300 | $ (400) | $ 100 | $ (200) | $ 300 | $ 1,500 | $ 5,700 | $ 3,500 | $ 8,100 | $ 47,800 |