UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): July 28, 2017
| AEGION CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-35328 | 45-3117900 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 17988 Edison Avenue, Chesterfield, Missouri | 63005 | ||
| (Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (636) 530-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
EXPLANATORY NOTE
Aegion Corporation (the “Company”) is filing this amendment to the Current Report on Form 8-K filed by the Company on August 3, 2017 (the “Form 8-K”) to update the previously announced strategic actions associated with the realignment and restructuring plan, which included the Company's decision to: (i) exit all non-pipe related contract applications for the Tyfo® Fibrwrap® system in North America; (ii) right-size the Company’s cathodic protection services operations in Canada; and (iii) reduce corporate and other operating costs (the “2017 Restructuring”). The Company issued a press release on October 2, 2017 (the “Press Release”) to announce an update to the cost and savings estimates associated with the 2017 Restructuring. A copy of the Press Release is furnished herewith as Exhibit 99.1.
| Item 2.05. | Costs Associated with Exit or Disposal Activities. |
As part of the repositioning of the Company’s Infrastructure Solution platform’s Tyfo® Fibrwrap® system operations in North America, the Company performed an impairment assessment of the long-lived assets and goodwill for the Fyfe reporting unit. As a result of the assessment, the Company will incur a non-cash, pre-tax impairment charge of approximately $85 million for long-lived intangibles and goodwill in the third quarter of 2017.
During the third quarter of 2017, the Company also completed a detailed assessment of the Company’s Infrastructure Solutions businesses in Australia and Denmark, which resulted in restructuring programs in both countries. Annual savings associated with the restructuring activities in Australia and Denmark are expected to be between $2 and $3 million, with cash restructuring costs of $3 to $4 million. Total annual savings from all restructuring activities and other cost reduction initiatives are estimated to be in excess of $17 million and are expected to be fully realized in 2018. In addition, approximately $3 million of annual savings are anticipated to be realized from the reduction in annual amortization of intangibles. Total cash costs associated with the 2017 Restructuring are estimated to be $12 to $15 million, most of which are expected to be incurred in the second half of 2017 and consist primarily of employee severance, extension of benefits, employment assistance programs, early lease termination and other restructuring related costs. These charges are mainly in the Company’s Infrastructure Solutions segment and, to a lesser extent, its Corrosion Protection segment. The Company expects to reduce headcount by approximately 159 employees as a result of these actions. The Company will finalize additional actions to be taken as part of the 2017 Restructuring over the coming months, which could result in additional charges and headcount reductions.
The Company’s estimates for the charges discussed above exclude any potential income tax effects. The amounts and timing of all estimates are subject to change until finalized. In accordance with Item 2.05 of Form 8-K, the Company will timely file an amendment to this Current Report on Form 8-K/A after its determination of revised estimates or ranges of estimates of amounts expected to be incurred in connection with the 2017 Restructuring.
The Company intends to treat charges related to the 2017 Restructuring as special items impacting the comparability of results in its quarterly earnings releases. The actual amounts and timing may vary materially based on various factors. See “Forward-Looking Statements” below.
| Item 2.06. | Material Impairments. |
The information provided in Item 2.05 of this Current Report on Form 8-K/A is incorporated by reference into this Item 2.06.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibits are filed as part of this report:
Exhibit Number Description
99.1 Press Release of Aegion Corporation dated October 2, 2017, filed herewith.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. The Company makes forward-looking statements in this Current Report on Form 8-K that represent the Company’s beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates and projections and are not guarantees of future events or results. When used in this report, the words “anticipate,” “estimate,” “believe,” “plan,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 1, 2017, and in the Company's subsequently filed reports. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. In addition, the Company’s actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, the Company does not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by the Company from time to time in the Company’s filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward-looking statements made by the Company in this report are qualified by these cautionary statements.
* * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AEGION CORPORATION | |||
| By: | /s/ David F. Morris | ||
| David F. Morris | |||
| Executive Vice President, General Counsel and Chief Administrative Officer | |||
Date: October 3, 2017
INDEX TO EXHIBITS
These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.