Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | FRM | |
Entity Registrant Name | FURMANITE CORP | |
Entity Central Index Key | 54,441 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 38,009,051 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 47,130 | $ 33,753 |
Accounts receivable, trade (net of allowance for doubtful accounts of $1,142 and $1,036 as of September 30, 2015 and December 31, 2014, respectively) | 98,427 | 93,115 |
Inventories, net: | ||
Raw materials and supplies | 26,643 | 25,626 |
Work-in-process | 17,044 | 10,851 |
Finished goods | 41 | 219 |
Deferred tax assets, current | 6,467 | 6,121 |
Prepaid expenses and other current assets | 9,944 | 9,139 |
Current assets of discontinued operations | 2,615 | 23,866 |
Total current assets | 208,311 | 202,690 |
Property and equipment | 112,929 | 109,266 |
Less: accumulated depreciation and amortization | (63,181) | (59,411) |
Property and equipment, net | 49,748 | 49,855 |
Goodwill | 15,648 | 15,648 |
Deferred tax assets, non-current | 3,114 | 3,664 |
Intangible and other assets, net | 7,613 | 8,991 |
Non-current assets of discontinued operations | 10 | 3,323 |
Total assets | 284,444 | 284,171 |
Current liabilities: | ||
Current portion of long-term debt | 91 | 2,442 |
Accounts payable | 16,704 | 18,419 |
Accrued expenses and other current liabilities | 27,532 | 24,668 |
Income taxes payable | 174 | 1,143 |
Current liabilities of discontinued operations | 3,933 | 9,395 |
Total current liabilities | 48,434 | 56,067 |
Long-term debt, non-current | 68,891 | 61,853 |
Net pension liability | 14,686 | 17,115 |
Other liabilities | 7,477 | 6,653 |
Non-current liabilities of discontinued operations | $ 0 | $ 19 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, no par value; 60,000,000 shares authorized; 41,892,567 and 41,749,196 shares issued as of September 30, 2015 and December 31, 2014, respectively | $ 4,851 | $ 4,834 |
Additional paid-in capital | 140,633 | 139,312 |
Retained earnings | 41,632 | 37,784 |
Accumulated other comprehensive loss | (24,147) | (21,453) |
Treasury stock, at cost (4,008,963 shares) | (18,013) | (18,013) |
Total stockholders’ equity | 144,956 | 142,464 |
Total liabilities and stockholders’ equity | 284,444 | 284,171 |
Series B Preferred Stock | ||
Stockholders’ equity: | ||
Series B Preferred Stock, unlimited shares authorized, none issued and outstanding | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Allowance for doubtful accounts | $ 1,142 | $ 1,036 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 |
Common Stock, Shares, Issued | 41,892,567 | 41,749,196 |
Treasury Stock, Shares | 4,008,963 | 4,008,963 |
Series B Preferred Stock | ||
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Shares Issued | 0 | 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 97,408 | $ 95,160 | $ 296,539 | $ 307,305 |
Costs and expenses: | ||||
Operating costs (exclusive of depreciation and amortization) | 71,774 | 68,122 | 212,119 | 217,473 |
Depreciation and amortization expense | 2,877 | 2,830 | 8,473 | 8,145 |
Selling, general and administrative expense | 19,621 | 21,757 | 63,742 | 67,266 |
Total costs and expenses | 94,272 | 92,709 | 284,334 | 292,884 |
Operating income | 3,136 | 2,451 | 12,205 | 14,421 |
Interest income and other income (expense), net | 146 | 174 | (932) | (429) |
Interest expense | (345) | (467) | (1,333) | (1,356) |
Income from continuing operations before income taxes | 2,937 | 2,158 | 9,940 | 12,636 |
Income tax expense | (1,418) | (986) | (4,494) | (5,197) |
Income from continuing operations | 1,519 | 1,172 | 5,446 | 7,439 |
Loss from discontinued operations, net of income tax | (1,359) | (110) | (1,598) | (854) |
Net income | $ 160 | $ 1,062 | $ 3,848 | $ 6,585 |
Basic earnings (loss) per common share: | ||||
Continuing operations | $ 0.04 | $ 0.03 | $ 0.14 | $ 0.20 |
Discontinued operations | (0.04) | 0 | (0.04) | (0.02) |
Net income | 0 | 0.03 | 0.10 | 0.18 |
Diluted earnings (loss) per common share: | ||||
Continuing operations | 0.04 | 0.03 | 0.14 | 0.19 |
Discontinued operations | (0.04) | 0 | (0.04) | (0.02) |
Net income | $ 0 | $ 0.03 | $ 0.10 | $ 0.17 |
Weighted-average number of common and common equivalent shares used in computing earnings (loss) per common share: | ||||
Basic (in shares) | 37,882 | 37,659 | 37,823 | 37,615 |
Diluted (in shares) | 37,979 | 37,905 | 37,981 | 37,856 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 160 | $ 1,062 | $ 3,848 | $ 6,585 |
Defined benefit pension plans: | ||||
Net gain arising during period | 642 | 1,263 | 1,112 | 838 |
Cash flow hedges: | ||||
Gain (loss) on interest rate swap | (848) | 108 | (1,343) | (124) |
Less: Reclassification of realized loss on interest rate swap included in interest expense | 0 | 59 | 34 | 99 |
Cash flow hedges, net | (848) | 167 | (1,309) | (25) |
Foreign currency translation adjustments | (2,325) | (3,499) | (2,758) | (1,832) |
Total other comprehensive loss before tax | (2,531) | (2,069) | (2,955) | (1,019) |
Income tax (expense) benefit related to components of other comprehensive loss | 209 | (336) | 261 | (168) |
Other comprehensive loss, net of tax | (2,322) | (2,405) | (2,694) | (1,187) |
Comprehensive income (loss) | $ (2,162) | $ (1,343) | $ 1,154 | $ 5,398 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning balance at Dec. 31, 2013 | $ 133,496 | $ 4,811 | $ 135,881 | $ 26,429 | $ (15,612) | $ (18,013) |
Beginning balance, shares at Dec. 31, 2013 | 41,557,238 | 4,008,963 | ||||
Net income | 11,355 | $ 0 | 0 | 11,355 | 0 | $ 0 |
Stock-based compensation and stock option exercises and vesting of restricted stock | 2,465 | 23 | 2,442 | 0 | 0 | 0 |
Excess tax benefits from stock-based compensation | 989 | $ 0 | 989 | 0 | 0 | $ 0 |
Stock-based compensation and stock option exercises, vesting of restricted stock, shares | 191,958 | 0 | ||||
Change in pension net actuarial loss, net of tax | (707) | $ 0 | 0 | 0 | (707) | $ 0 |
Unrealized loss on interest rate swap, net of tax | (75) | 0 | 0 | 0 | (75) | 0 |
Foreign currency translation adjustment | (5,059) | 0 | 0 | 0 | (5,059) | 0 |
Ending balance at Dec. 31, 2014 | 142,464 | $ 4,834 | 139,312 | 37,784 | (21,453) | $ (18,013) |
Ending balance, shares at Dec. 31, 2014 | 41,749,196 | 4,008,963 | ||||
Net income | 3,848 | $ 0 | 0 | 3,848 | 0 | $ 0 |
Stock-based compensation and stock option exercises and vesting of restricted stock | 1,320 | 17 | 1,303 | 0 | 0 | 0 |
Proceeds from disgorgement of former officer short swing profits | 18 | $ 0 | 18 | 0 | 0 | $ 0 |
Stock-based compensation and stock option exercises, vesting of restricted stock, shares | 143,371 | 0 | ||||
Change in pension net actuarial loss, net of tax | 849 | $ 0 | 0 | 0 | 849 | $ 0 |
Unrealized loss on interest rate swap, net of tax | (785) | 0 | 0 | 0 | (785) | 0 |
Foreign currency translation adjustment | (2,758) | 0 | 0 | 0 | (2,758) | 0 |
Ending balance at Sep. 30, 2015 | $ 144,956 | $ 4,851 | $ 140,633 | $ 41,632 | $ (24,147) | $ (18,013) |
Ending balance, shares at Sep. 30, 2015 | 41,892,567 | 4,008,963 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities: | ||
Net income | $ 3,848 | $ 6,585 |
Reconciliation of net income to net cash provided by operating activities: | ||
Loss from discontinued operations, net of income tax | 1,598 | 854 |
Depreciation and amortization | 8,473 | 8,145 |
Provision for doubtful accounts | 479 | 27 |
Stock-based compensation expense | 1,423 | 1,748 |
Deferred income taxes | 172 | 955 |
Other, net | (993) | (674) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,916) | (2,575) |
Inventories | (7,090) | (5,717) |
Prepaid expenses and other current assets | 2,520 | 3,150 |
Accounts payable | (1,761) | (257) |
Accrued expenses and other current liabilities | 2,786 | 530 |
Income taxes payable | (1,949) | (1,541) |
Other, net | (18) | (32) |
Net cash provided by operating activities - continuing operations | 3,572 | 11,198 |
Net cash (used in) provided by operating activities - discontinued operations | (28) | 4,745 |
Net cash provided by operating activities | 3,544 | 15,943 |
Investing activities: | ||
Capital expenditures | (7,857) | (4,985) |
Acquisition of businesses | 0 | (265) |
Proceeds from sale of assets | 320 | 17 |
Other | 130 | 0 |
Net cash used in investing activities - continuing operations | (7,407) | (5,233) |
Net cash provided by (used in) investing activities - discontinued operations | 13,839 | (187) |
Net cash provided by (used in) investing activities | 6,432 | (5,420) |
Financing activities: | ||
Proceeds from issuance of debt | 44,600 | 0 |
Payments on debt | (39,056) | (916) |
Debt issuance costs | (571) | 0 |
Issuance of common stock | 65 | 148 |
Proceeds from disgorgement of former officer short swing profits | 18 | 0 |
Other | (334) | (214) |
Net cash provided by (used in) financing activities | 4,722 | (982) |
Effect of exchange rate changes on cash | (1,321) | (485) |
Increase in cash and cash equivalents | 13,377 | 9,056 |
Cash and cash equivalents at beginning of period | 33,753 | 33,240 |
Cash and cash equivalents at end of period | 47,130 | 42,296 |
Supplemental cash flow information: | ||
Cash paid for interest | 958 | 1,081 |
Cash paid for income taxes, net of refunds received | 5,111 | 5,012 |
Non-cash investing and financing activities: | ||
Note receivable obtained from sale of assets | 600 | 0 |
Settlement of business acquisition final working capital receivable | 2,474 | 0 |
Settlement of acquisition-related notes payable | $ (856) | $ 0 |
General and Summary of Signific
General and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
General and Summary of Significant Accounting Policies | General and Summary of Significant Accounting Policies General The consolidated interim financial statements include the accounts of Furmanite Corporation (the “Parent Company”) and its subsidiaries (collectively, the “Company” or “Furmanite”). All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnote disclosures required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) and accruals, necessary for a fair presentation of the financial statements, have been made. Interim results of operations are not necessarily indicative of the results that may be expected for the full year. In the third quarter of 2015, a subsidiary of the Company sold the Furmanite Technical Solutions (“FTS”) division of the Company’s Engineering & Project Solutions operating segment. As a result, the Company has classified the operating results, assets, liabilities and cash flows attributable to FTS as discontinued operations in its consolidated financial statements in accordance with U.S. GAAP. Prior periods have been reclassified to conform to the current-year presentation. Refer to Note 2 for additional information. Revenue Recognition Revenues are recorded in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition , when realized or realizable, and earned. Revenues are recognized when persuasive evidence of an arrangement exists, services to customers have been rendered or products have been delivered, the selling price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales tax. Substantially all projects are short term in nature and are generally billed on a time and materials basis when the work is completed. Revenue is typically recognized when services are rendered or when product is shipped to the job site and risk of ownership passes to the customer. Infrequently, the Company enters into contracts that are longer in duration that represent multiple element arrangements, which include a combination of services and products. For these contracts, revenues are allocated to the separate deliverables on the basis of stand-alone selling prices and recognized when the services have been rendered or the products delivered to the customer. The Company provides limited warranties to customers, depending upon the service performed. Warranty claim costs were not material during either of the three or nine months ended September 30, 2015 or 2014 . Inventories Inventories are valued at the lower of cost or market. Cost is determined using the weighted-average cost method. Inventory quantities on hand are reviewed regularly based on related service levels and functionality, and carrying cost is reduced to net realizable value for inventories in which their cost exceeds their utility, due to physical deterioration, obsolescence, changes in price levels or other causes. The cost of inventories consumed or products sold is included in operating costs. Operating Costs Operating costs include direct and indirect labor along with related fringe benefits, materials, freight, travel, engineering, vehicles and equipment rental, and are expensed when the associated revenue is recognized or as incurred. Direct costs related to projects for which the earnings process has not been completed and therefore not qualifying for revenue recognition are recorded as work-in-process inventory. Selling, General and Administrative Expenses Selling, general and administrative expenses include payroll and related fringe benefits, marketing, travel, rent, information technology, insurance and professional fees, and are expensed as incurred. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect on deferred income taxes of a change in tax rates is recognized as an income tax expense or benefit in the period when the change is enacted. Based on consideration of all available evidence regarding their utilization, net deferred tax assets are recorded to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. In concluding whether a valuation allowance on domestic federal, state or foreign income taxes is required, the Company considers all relevant factors, including the history of operating income and losses, future taxable income and the nature of the deferred tax assets. Income tax expense differs from the expected tax at statutory rates due primarily to changes in valuation allowances for certain deferred tax assets and different tax rates in the various foreign jurisdictions. Additionally, the aggregate tax expense is not always consistent when comparing periods due to the changing mix of income (loss) before income taxes within the countries in which the Company operates. Interim period income tax expense or benefit is computed at the estimated annual effective income tax rate, unless adjusted for specific discrete items as required. The tax benefit from uncertain tax positions is recognized only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authorities, based on the technical merits of the position. The tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. Uncertain tax positions in certain foreign jurisdictions would not impact the effective foreign tax rate where unrecognized non-current tax benefits are offset by fully reserved net operating loss carryforwards. The Company recognizes interest expense on underpayments of income taxes and accrued penalties related to unrecognized non-current tax benefits as part of the income tax provision. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides for a single five-step model to be applied in determining the amount and timing of the recognition of revenue related to contracts with customers. The new guidance also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the guidance. The provisions of the new guidance were originally to be effective for annual reporting periods beginning after December 15, 2016; however, in August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date by one year to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The ASU does not provide an option for early adoption, but as set forth in ASU 2015-14, entities are permitted to early adopt the new guidance using the original effective date in ASU No. 2014-09. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Companies have an option of using either a full retrospective or modified retrospective adoption approach. The updated guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within those annual periods. Early adoption is permitted. The Company does not expect the adoption of ASU No. 2015-02 to have any impact on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in the ASU change the balance sheet presentation requirements for debt issuance costs by requiring them to be presented as a direct reduction to the carrying amount of the related debt liability. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. Transitioning to the new guidance requires retrospective application. However, in August 2015 the FASB issued ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting), which codifies certain SEC Staff views on the presentation of debt issuance costs associated with line-of-credit arrangements. The SEC Staff has stated that it will not object to the presentation of debt issuance costs associated with line-of-credit arrangements as assets, regardless of whether any borrowings are outstanding. Currently, all of the Company’s debt issuance costs pertain to its line-of-credit arrangement; therefore, the Company intends to continue recording these unamortized costs as assets rather than using the approach set forth in ASU No. 2015-03. Accordingly, the Company does not expect the adoption of ASU No. 2015-03 and ASU No. 2015-15 to have any effect on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330) – Simplifying the Measurement of Inventory . The amendments in the ASU require entities that measure inventory using the first-in, first-out or average cost methods to measure inventory at the lower of cost and net realizable value to more closely align the measurement of inventory in U.S. GAAP with International Financial Reporting Standards. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion and disposal. ASU No. 2015-11 is effective on a prospective basis for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with earlier application permitted. The Company does not believe the adoption of ASU No. 2015-11 will have a material impact on its consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Discontinued Operations On September 24, 2015, the Company, through its wholly owned subsidiary Furmanite America, Inc. (“Furmanite America”), entered into an asset purchase agreement with Burrow Global, LLC (“Burrow Global”) under which Furmanite America agreed to sell to Burrow Global substantially all of the assets of the Company’s FTS division of its Engineering & Project Solutions operating segment. Additionally, Burrow Global agreed to assume certain liabilities related to FTS. Included in the sale were the FTS operations in the Beaumont, Texas; Baton Rouge, Louisiana; Lake Charles, Louisiana; Deer Park, Texas; and Freeport, Texas offices, which primarily perform in-office and in-plant engineering and non-destructive testing and inspection work for downstream clients in the Gulf Coast region. The Company has retained the process management inspection component of its Engineering & Project Solutions segment. On September 28, 2015, the closing of the transaction took place and the Company received cash proceeds of $13.8 million plus a one -year, 4% promissory note from Burrow Global for $0.6 million . The purchase price is subject to adjustment based on the final calculation of net working capital, which is to be determined within 75 days of closing in accordance with the asset purchase agreement. In accordance with U.S. GAAP, the Company has classified the operating results, assets, liabilities and cash flows of FTS as discontinued operations in its consolidated financial statements. Prior periods have been reclassified to conform to the current-period presentation. Loss from discontinued operations, net of income tax, included in the consolidated statements of income consists of the following (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Revenues $ 22,958 $ 28,969 $ 75,794 $ 88,007 Operating costs (exclusive of depreciation and amortization) (21,848 ) (26,134 ) (71,114 ) (80,657 ) Depreciation and amortization expense (333 ) (338 ) (988 ) (1,000 ) Selling, general and administrative expense 1 (1,510 ) (2,669 ) (4,841 ) (7,670 ) Other income (expense), net 4 (3 ) 4 (9 ) Loss from operations (729 ) (175 ) (1,145 ) (1,329 ) Exit costs 2 (1,172 ) — (1,172 ) — Loss on sale of FTS (370 ) — (370 ) — Loss from discontinued operations, before income tax (2,271 ) (175 ) (2,687 ) (1,329 ) Income tax benefit 912 65 1,089 475 Loss from discontinued operations, net of income tax $ (1,359 ) $ (110 ) $ (1,598 ) $ (854 ) ____________________________ 1 For the three and nine months ended September 30, 2014, includes approximately $0.3 million and $0.5 million , respectively, of direct costs associated with management transition and integration of the FTS division. 2 For the three and nine months ended September 30, 2015, exit costs consist of the purchase of certain indemnification coverage related to the past operations of the disposed FTS division. Assets and liabilities of discontinued operations included in the consolidated balance sheets consist of the following (in thousands): September 30, December 31, Assets of discontinued operations Current assets: Accounts receivable, trade $ 24 $ 17,104 Inventories, net — 687 Prepaid expenses and other current assets 2,252 4,872 Deferred tax assets, current 339 1,203 Total current assets of discontinued operations 2,615 23,866 Non-current assets: Property and equipment, net — 2,075 Goodwill — 249 Intangible and other assets, net 10 999 Total non-current assets 10 3,323 Total assets of discontinued operations $ 2,625 $ 27,189 Liabilities of discontinued operations Current liabilities: Accounts payable 26 454 Accrued expenses and other current liabilities 3,907 8,941 Total current liabilities 3,933 9,395 Non-current liabilities — 19 Total liabilities of discontinued operations $ 3,933 $ 9,414 Included in current assets of discontinued operations at September 30, 2015 is a receivable from Burrow Global of $2.3 million related to the estimated net working capital adjustment. The remainder of the assets and liabilities of discontinued operations at September 30, 2015 consist of miscellaneous residual items, primarily certain liabilities for accrued compensation and accrued expenses that were not assumed by Burrow Global. As part of the asset purchase agreement to sell FTS, Furmanite America made customary representations and warranties, which generally survive for a period of six months following the closing of the transaction. The asset purchase agreement also contains customary indemnification provisions under which, subject to certain limitations, Furmanite America’s maximum indemnification obligations are limited to $0.8 million for breaches of representations and warranties, non-performance, uncollected net working capital and third party claims. The indemnification obligations expire two years after the closing of the transaction. The Company believes that it is remote that Furmanite America would be required to make any payment under these indemnification provisions. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On April 21, 2015, Furmanite America entered into a settlement agreement with ENGlobal Corporation (“ENGlobal”) (the “Agreement”) to resolve the determination of the final working capital adjustment associated with the Company’s August 2013 acquisition of ENGlobal’s Engineering & Construction segment. Additionally, the Agreement resolves certain other claims and disputes of the parties associated with this acquisition as well as a smaller acquisition the Company completed in January 2013. Under the terms of the Agreement, the Company made cash payments to ENGlobal of $3.6 million in April 2015, reflecting the settlement of the $4.4 million remaining principal amount on two acquisition-related notes payable, partially offset by $0.8 million of net credits related to accrued interest and the final settlement of reimbursable items and working capital balances. The Company realized a gain of $0.1 million in connection with the Agreement. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings (loss) per share (“EPS”) amounts are calculated as income from continuing operations, loss from discontinued operations or net income, as applicable, divided by the weighted-average number of shares of common stock outstanding during the period, including restricted stock. Restricted shares of the Company’s common stock have full voting rights and participate equally with common stock in dividends declared, if any, and undistributed earnings. Any dividends paid on restricted shares are non-forfeitable in the event the award does not vest. As participating securities, the shares of restricted stock are included in the calculation of basic EPS using the two-class method. For the periods presented, the amount of earnings allocated to the participating securities was not material. Diluted earnings per share assumes issuance of the net incremental shares from stock options and restricted stock units when dilutive. The weighted-average common shares outstanding used to calculate diluted earnings per share reflect the dilutive effect of common stock equivalents including options to purchase shares of common stock and restricted stock units, using the treasury stock method. Basic and diluted weighted-average common shares outstanding and earnings per share from continuing operations include the following (in thousands, except per share data): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Income from continuing operations $ 1,519 $ 1,172 $ 5,446 $ 7,439 Basic weighted-average common shares outstanding 37,882 37,659 37,823 37,615 Dilutive effect of common stock equivalents 97 246 158 241 Diluted weighted-average common shares outstanding 37,979 37,905 37,981 37,856 Earnings per common share from continuing operations: Basic $ 0.04 $ 0.03 $ 0.14 $ 0.20 Diluted $ 0.04 $ 0.03 $ 0.14 $ 0.19 Stock options and restricted stock units excluded from diluted weighted-average common shares outstanding because their inclusion would have an anti-dilutive effect: 849 395 645 323 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, Compensation and benefits $ 17,045 $ 15,171 Estimated potential uninsured liability claims 2,434 1,934 Professional, audit and legal fees 1,909 1,050 Taxes other than income 1,697 1,668 Value added tax payable 1,194 1,668 Customer deposits 739 651 Other employee related expenses 595 630 Derivative instrument 309 — Leases 202 115 Interest 112 356 Other 1,296 1,425 Total accrued expenses and other current liabilities $ 27,532 $ 24,668 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following (in thousands): September 30, December 31, Borrowings under the revolving credit facility (the “Credit Agreement”) $ 68,891 $ 59,300 Capital leases — 8 Notes payable — 4,896 Other debt 91 91 Total long-term debt 68,982 64,295 Less: current portion of long-term debt (91 ) (2,442 ) Total long-term debt, non-current $ 68,891 $ 61,853 Credit Facilities On March 13, 2015 , certain foreign subsidiaries (the “foreign subsidiary designated borrowers”) of Furmanite Worldwide, Inc. (“FWI”), a wholly owned subsidiary of the Company, and FWI entered into a second amendment (the “Second Amendment”) to the credit agreement dated March 5, 2012 with a syndicate of banks (collectively, the “Lenders”) previously led by JP Morgan Chase Bank, N.A. as Administrative Agent (the “Credit Agreement”). Under the Second Amendment, Wells Fargo Bank, N.A. is the successor Administrative Agent, replacing JP Morgan Chase Bank, N.A. The Second Amendment includes several modifications, including increasing the revolving credit facility capacity to $150.0 million from $100.0 million , extending the maturity date to March 13, 2020 from February 28, 2017 , reducing the ranges for the commitment fee and margin that is added to the applicable variable interest rate and the easing of certain covenants and restrictive terms. The Second Amendment also reflects changes in the composition of the Lenders and their respective commitment amounts. The portion of the amount available for swing line loans to FWI is $10.0 million . A portion of the amount available under the Credit Agreement (not in excess of $20.0 million ) is available for the issuance of letters of credit. The loans outstanding to the foreign subsidiary designated borrowers under the Credit Agreement may not exceed $50.0 million in the aggregate. At September 30, 2015 and December 31, 2014 , $68.9 million and $59.3 million , respectively, was outstanding under the Credit Agreement. Borrowings under the Credit Agreement bear interest at variable rates (based on the prime rate, federal funds rate or Eurocurrency rate , at the option of the borrower, including a margin above such rates, and subject to an adjustment based on a calculated Funded Debt to Adjusted EBITDA ratio (the “Leverage Ratio” as defined in the Credit Agreement)), which was 1.5% at September 30, 2015 . Adjusted EBITDA is net income (loss) plus interest, income taxes, depreciation and amortization, and other non-cash expenses minus income tax credits and non-cash items increasing net income (loss) as defined in the Credit Agreement. On March 16, 2015 , the Company entered into a forward-dated interest rate swap to mitigate the risk of changes in the variable interest rate. The effect of the swap is to fix the interest rate at 1.99% plus the margin and Leverage Ratio adjustment, as described above, beginning March 13, 2016 through March 13, 2020 on $40.0 million of the outstanding amount under the Credit Agreement. This interest rate swap replaces the previous swap, which was terminated in March 2015 in conjunction with the Second Amendment to the Credit Agreement. See Note 10 for further information regarding the interest rate swaps. The Credit Agreement contains a commitment fee, which ranges from 0.15% to 0.30% based on the Leverage Ratio ( 0.20% at September 30, 2015 ), and is based on the unused portion of the amount available under the Credit Agreement. All obligations under the Credit Agreement are guaranteed by FWI and certain of its subsidiaries under a guaranty and collateral agreement, and are secured by a first priority lien on FWI and certain of its subsidiaries’ assets (which approximated $202.2 million as of September 30, 2015 ). The Parent Company has granted a security interest in its stock of FWI as collateral security for the lenders under the Credit Agreement, but is not a party to the Credit Agreement. The Credit Agreement includes financial covenants, which require that the Company maintain: (i) a Leverage Ratio of no more than 3.00 to 1.00 as of the last day of each fiscal quarter, measured on a trailing four-quarters basis, (ii) a Fixed Charge Coverage Ratio of at least 1.25 to 1.00, defined as Adjusted EBITDA minus capital expenditures minus cash taxes minus Restricted Payments made in cash (i.e., all dividends, distributions and other payments in respect of capital stock, sinking funds or similar deposits on account thereof or other returns of capital, redemption or repurchases of equity interests, and any payments to the Parent Company or its subsidiaries (other than FWI and its subsidiaries)) / interest expense plus scheduled payments of debt, and (iii) a minimum asset coverage of at least 1.50 to 1.00, defined as cash plus net accounts receivable plus net inventory plus net property, plant and equipment of FWI and its material subsidiaries that are subject to a first priority perfected lien in favor of the Administrative Agent and the Lenders / Funded Debt. FWI is also subject to certain other compliance provisions including, but not limited to, restrictions on indebtedness, guarantees, dividends and other contingent obligations and transactions, however certain restrictions are only applicable in instances where the Leverage Ratio is greater than or equal to 2.00 to 1.00. Events of default under the Credit Agreement include customary events, such as change of control, breach of covenants or breach of representations and warranties. At September 30, 2015 , FWI was in compliance with all covenants under the Credit Agreement. Considering the outstanding borrowings of $68.9 million and $7.7 million related to outstanding letters of credit, the unused borrowing capacity under the Credit Agreement was $73.4 million at September 30, 2015 . Notes Payable and Other Debt On January 1, 2013, in connection with an asset purchase from ENGlobal, the Company issued a $1.9 million promissory note, which bore interest at 5.0% per annum. On August 30, 2013, in connection with the acquisition of the assets of ENGlobal’s Engineering & Construction segment, the Company issued a $3.0 million promissory note, which bore interest at 4.0% per annum. These notes were originally due in four equal annual installments; however, in accordance with the settlement agreement with ENGlobal discussed in Note 3, the Company settled the remaining principal balance on both notes, which totaled $4.4 million on the date of the settlement in 2015. On February 28, 2013, in connection with an asset purchase, the Company issued a $0.9 million note payable, which was paid at maturity on March 1, 2014 . |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement Plans | Retirement Plans Two of the Company’s foreign subsidiaries have defined benefit pension plans, one plan covering certain of its United Kingdom employees (the “U.K. Plan”) and the other covering certain of its Norwegian employees (the “Norwegian Plan”). As the Norwegian Plan represents approximately three percent of both the Company’s total pension plan liabilities and total pension plan assets , only the schedule of net periodic pension cost includes combined amounts from the two plans, while assumption and narrative information relates solely to the U.K. Plan. Net periodic pension cost for the U.K. and Norwegian Plans includes the following components (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Service cost $ 40 $ 76 $ 124 $ 233 Interest cost 828 1,025 2,455 3,082 Expected return on plan assets (917 ) (1,102 ) (2,718 ) (3,315 ) Amortization of net actuarial loss 130 125 386 377 Net curtailment/settlement gain — — (332 ) — Net periodic pension cost (credit) $ 81 $ 124 $ (85 ) $ 377 The expected long-term rate of return on invested assets is determined based on the weighted average of expected returns on asset investment categories as follows: 5.0% overall, 6.4% for equities and 2.4% for bonds. The Company expects to contribute $1.7 million to the pension plan for 2015, of which $1.2 million has been contributed through September 30, 2015 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has equity compensation plans and agreements for officers, directors and key employees which allow for the issuance of stock options, restricted stock, restricted stock units and stock appreciation rights. For the three and nine months ended September 30, 2015 , the total compensation cost charged against income and included in selling, general and administrative expenses for stock-based compensation arrangements was $0.2 million and $ 1.4 million , respectively, and $ 0.9 million and $1.7 million for the three and nine months ended September 30, 2014 , respectively. Compensation cost for the nine months ended September 30, 2015 includes $0.2 million associated with the accelerated vesting of awards in connection with the retirement of one of the Company’s directors. Included in compensation cost for the three and nine months ended September 30, 2014 is $0.5 million in expense associated with the modification of certain outstanding equity awards pursuant to the provisions of a retirement agreement with a Company executive entered into during the third quarter of 2014. During the first quarter of 2015, the Company did not grant any shares of restricted stock awards to its outside directors, but 30,000 shares of restricted stock awards granted previously to the outside directors vested. Additionally, the vesting of 32,918 restricted stock units previously granted to employees resulted in the issuance of 24,839 shares of common stock, net of 8,079 shares that were withheld for tax obligations of the grantees, as allowed under the plan. During the second quarter of 2015, the Company granted 70,000 shares of restricted stock awards to its outside directors at a grant date fair value of $8.48 per share and 28,000 shares of restricted stock awards granted previously vested, which were associated with the accelerated vesting of awards in connection with the retirement of one of the Company’s directors. Additionally, the vesting of 38,053 shares of restricted stock units previously granted to employees resulted in the issuance of 29,699 shares of common stock, net of 8,354 shares that were withheld for tax obligations of the grantees, as allowed under the plan. Also, the Company granted options to purchase 17,500 shares to an employee with a grant date fair value of $4.64 per share. During the third quarter of 2015, the Company granted 291,443 restricted stock units to employees at a grant date fair value of $3.94 per share, with vesting contingent upon the outcome of the Company’s total shareholder return over a three -year performance period compared to a group of peer companies. In accordance with U.S. GAAP, the calculated grant date fair value incorporates the expected outcome of this market condition. Also during the third quarter of 2015, the Company granted 64,763 of time-based restricted stock units to employees at a grant date fair value of $6.52 per share, which vest one-third annually over a three -year period. During the first quarter of 2014, the Company granted an aggregate of 24,000 shares of restricted stock awards to its outside directors at a grant date fair value of $11.58 per share, while 20,000 shares of restricted stock awards granted previously to the outside directors vested. Additionally, the vesting of 44,364 restricted stock units previously granted to employees resulted in the issuance of 32,386 shares of common stock, net of 11,978 shares that were withheld for tax obligations of the grantees, as allowed under the plan. During the second quarter of 2014, the Company granted to certain employees an aggregate of 214,418 restricted stock units and options to purchase an aggregate of 133,866 shares of its common stock with a weighted-average grant date fair value of $10.85 and $6.24 per share, respectively. Of the total restricted stock units granted, 65,381 are subject to forfeiture unless certain performance objectives are achieved. During the third quarter of 2014, the Company granted 10,000 shares of restricted stock awards to an outside director at a grant date fair value of $10.32 per share. The aggregate fair value of restricted stock and restricted stock units vested during the nine months ended September 30, 2015 and 2014 was $1.0 million and $0.7 million , respectively. No restricted stock or restricted stock units vested during the three months ended September 30, 2015 and 2014. The Company uses authorized but unissued shares of common stock for stock option exercises and restricted stock issuances pursuant to the Company’s share-based compensation plan and treasury stock for issuances outside of the plan. As of September 30, 2015 , the total unrecognized compensation expense related to stock options and restricted stock/unit awards was $1.5 million and $2.5 million , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following (in thousands): September 30, December 31, Defined benefit pension items $ (21,068 ) $ (22,180 ) Less: deferred tax benefit 4,260 4,523 Net of tax (16,808 ) (17,657 ) Interest rate swap (1,214 ) 95 Less: deferred tax benefit (liability) 486 (38 ) Net of tax (728 ) 57 Foreign currency translation adjustment (6,611 ) (3,853 ) Total accumulated other comprehensive loss $ (24,147 ) $ (21,453 ) Changes in accumulated other comprehensive loss by component in the consolidated statements of comprehensive income (loss) include the following for the three and nine months ended September 30, 2015 and 2014 (in thousands): Defined Benefit Pension Items Interest Rate Swap Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss Three Months Ended September 30, 2015 Beginning balance, net $ (17,319 ) $ (220 ) $ (4,286 ) $ (21,825 ) Other comprehensive income (loss) before reclassifications 1 411 (508 ) (2,325 ) (2,422 ) Amounts reclassified from accumulated other comprehensive loss 2 3 100 — — 100 Net other comprehensive income (loss) 511 (508 ) (2,325 ) (2,322 ) Ending balance, net $ (16,808 ) $ (728 ) $ (6,611 ) $ (24,147 ) Three Months Ended September 30, 2014 Beginning balance, net $ (17,284 ) $ 17 $ 2,873 $ (14,394 ) Other comprehensive income (loss) before reclassifications 1 895 65 (3,499 ) (2,539 ) Amounts reclassified from accumulated other comprehensive loss 2 3 99 35 — 134 Net other comprehensive income (loss) 994 100 (3,499 ) (2,405 ) Ending balance, net $ (16,290 ) $ 117 $ (626 ) $ (16,799 ) Nine months ended September 30, 2015 Beginning balance, net $ (17,657 ) $ 57 $ (3,853 ) $ (21,453 ) Other comprehensive income (loss) before reclassifications 1 306 (805 ) (2,758 ) (3,257 ) Amounts reclassified from accumulated other comprehensive loss 2 3 543 20 — 563 Net other comprehensive income (loss) 849 (785 ) (2,758 ) (2,694 ) Ending balance, net $ (16,808 ) $ (728 ) $ (6,611 ) $ (24,147 ) Nine months ended September 30, 2014 Beginning balance, net $ (16,950 ) $ 132 $ 1,206 $ (15,612 ) Other comprehensive income (loss) before reclassifications 1 362 (74 ) (1,832 ) (1,544 ) Amounts reclassified from accumulated other comprehensive loss 2 3 298 59 — 357 Net other comprehensive income (loss) 660 (15 ) (1,832 ) (1,187 ) Ending balance, net $ (16,290 ) $ 117 $ (626 ) $ (16,799 ) ____________________________ 1 Net of tax expense for the defined benefit pension plans of $0.1 million for each of the three and nine months ended September 30, 2015, respectively, and $0.2 million and $0.1 million for the three and nine months ended September 30, 2014, respectively. Net of tax benefit for the interest rate swap of $0.3 million and $0.5 million for the three and nine months ended September 30, 2015, respectively, and was insignificant for the three and nine months ended September 30, 2014. 2 Net of tax expense for the defined benefit pension plans, which was $0.2 million and $0.1 million for the nine months ended September 30, 2015 and 2014, respectively, and was insignificant for both the three months ended September 30, 2015 and 2014. Net of tax expense for the interest swap, which was insignificant for each of the three and nine months ended September 30, 2015 and 2014. 3 Reclassification adjustments out of accumulated other comprehensive loss for amortization of actuarial losses and prior service credits are included in the computation of net periodic pension cost. See Note 7 for additional details. Reclassification adjustments out of accumulated other comprehensive loss for the interest rate swap are included in interest expense. See Note 10 for additional details. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company manages economic risk, including interest rate, liquidity and credit risks primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. The Company does not enter into derivative instruments for speculative purposes. On March 16, 2015 , the Company entered into a forward-dated interest rate swap to hedge interest rate risk with respect to $40.0 million of borrowings under its Credit Agreement, replacing the previous interest rate swap, which was terminated on March 13, 2015 in conjunction with the Second Amendment to its Credit Agreement and resulted in an insignificant gain. The Company’s objective in using interest rate derivatives is to manage exposure to interest rate movements and add stability to interest expense. Upon inception, the interest rate swaps were designated as cash flow hedges and involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. The following table summarizes the terms of the interest rate swap outstanding at September 30, 2015 (in thousands): Type Effective Date Maturity Date Fixed Rate Floating Rate Notional Amount Interest rate swap March 13, 2016 March 13, 2020 1.99 % 1 Month LIBOR $ 40,000 The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): Asset Derivative Instruments Liability Derivative Instruments September 30, 2015 September 30, 2015 Classification Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest rate swap Current Prepaid expenses and other current assets $ — Accrued expenses and other current liabilities $ 309 Interest rate swap Non-current Intangible and other assets, net — Other liabilities 905 Total $ — $ 1,214 Asset Derivative Instruments Liability Derivative Instruments December 31, 2014 December 31, 2014 Classification Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest rate swap Current Prepaid expenses and other current assets $ — Accrued expenses and other current liabilities $ — Interest rate swap Non-current Intangible and other assets, net 95 Other liabilities — Total $ 95 $ — See Note 14 for additional information on the fair value of the Company’s interest rate swaps. The Company has concluded that the hedging relationship for the interest rate swap is highly effective. The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivative is recognized directly in earnings and included in interest income and other income (expense) on the consolidated statements of income. Amounts reported in other comprehensive income (loss) related to derivatives are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. At September 30, 2015 , the Company estimates that approximately $0.3 million will be reclassified from accumulated other comprehensive loss as an increase in interest expense over the next twelve months. The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of comprehensive income (loss) (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Amount of income (loss) recognized in other comprehensive income (loss) for the interest rate swap, net of tax (effective portion) $ (509 ) $ 65 $ (806 ) $ (74 ) Amount of loss reclassified from accumulated other comprehensive loss into interest expense for the interest rate swap, net of tax (effective portion) — (35 ) (20 ) (59 ) Amount of loss reclassified from accumulated other comprehensive loss into interest income and other income (expense) for the interest rate swap, net of tax (ineffective portion) — — — — Derivative financial agreements expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes the credit risk by transacting with major credit-worthy financial institutions. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the nine months ended September 30, 2015 and 2014 , the Company recorded income tax expense of $4.5 million and $5.2 million , respectively, in continuing operations. For the three months ended September 30, 2015 and 2014 , the Company recorded income tax expense of $1.4 million and $1.0 million , respectively, in continuing operations. For these periods, income tax expense reflects the Company’s estimated annual effective income tax rate considering the statutory rates in the countries in which the Company operates, adjusted for excludable items, and the effects of valuation allowance changes for certain foreign entities. Income tax expense as a percentage of income from continuing operations before income taxes was 45.2% and 41.1% for the nine months ended September 30, 2015 and 2014 , respectively, and 48.3% and 45.7% for the three months ended September 30, 2015 and 2014 , respectively. The difference in income tax rates between periods is primarily attributable to changes in the mix of income (loss) before income taxes between countries whose income taxes are offset by a full valuation allowance and those that are not, and differing statutory tax rates in the countries in which the Company incurs tax liabilities. The income tax benefit attributable to discontinued operations was $1.1 million and $0.5 million for the nine months ended September 30, 2015 and 2014, respectively, and was $0.9 million and $0.1 million for the three months ended September 30, 2015 and 2014, respectively. Unrecognized Tax Benefits A reconciliation of the change in the unrecognized tax benefits for the nine months ended September 30, 2015 is as follows (in thousands): Balance at December 31, 2014 $ 779 Additions based on tax positions of current year 358 Balance at September 30, 2015 $ 1,137 Unrecognized tax benefits at September 30, 2015 and December 31, 2014 of $1.1 million and $0.8 million , respectively, for uncertain tax positions, primarily related to transfer pricing, are included in other liabilities on the consolidated balance sheets and would impact the effective tax rate for certain foreign jurisdictions if recognized. The Company incurred no significant interest or penalties for the three or nine months ended September 30, 2015 or 2014 related to underpayments of income taxes or uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The operations of the Company are subject to federal, state and local laws and regulations in the U.S. and various foreign jurisdictions relating to protection of the environment. Although the Company believes its operations are currently in compliance with applicable environmental regulations, there can be no assurance that costs and liabilities will not be incurred by the Company. Moreover, it is possible that other developments, such as increasingly stringent environmental laws, regulations and enforcement policies thereunder, and claims for damages to property or persons resulting from operations of the Company, could result in costs and liabilities to the Company. The Company has recorded, in other liabilities, an undiscounted accrual for environmental liabilities related to the remediation of site contamination for properties in the U.S. in the amount of $0.8 million as of both September 30, 2015 and December 31, 2014 . While there is a reasonable possibility due to the inherent nature of environmental liabilities that a loss exceeding amounts already recognized could occur, the Company does not believe such amounts would be material to its financial statements. Furmanite America was involved in disputes with a customer, INEOS USA LLC (“INEOS”), which claimed that Furmanite America failed to provide it with satisfactory services at the customer’s facilities. On October 26, 2015, the parties entered into a settlement agreement, disposing of all claims under this matter for $2.1 million . As of September 30, 2015, this settlement payment amount to INEOS had been accrued in full in the Company’s consolidated financial statements. On February 27, 2015, Norfolk County Retirement System (the “Plaintiff”) filed a putative stockholder class and derivative action (the “Action”) in the Court of Chancery of the State of Delaware (the “Delaware Court”) against the then-members of the Company’s Board of Directors (the “Board”) (Sangwoo Ahn, Kathleen Cochran, Kevin Jost, Joseph Milliron and Ralph Patitucci, collectively “the Defendants”), claiming that a certain provision of the Company’s now-expired stockholder rights plan was unenforceable and that the Defendants had breached their fiduciary duties with respect to certain corporate governance matters. Due to certain actions taken by the Company in March 2015, the Plaintiff’s claims became muted. In June 2015, the parties entered into an agreement under which the Company would pay Plaintiff’s counsel $0.3 million in attorneys’ fees and expenses, and the parties requested that the Delaware Court close the Action. On July 6, 2015, the Delaware Court issued an order closing the Action, subject to the Company completing certain actions, which it has done, thereby closing the Action. While the Company cannot make an assessment of the eventual outcome of all matters or determine the extent, if any, of any potential uninsured liability or damage, accruals of $2.4 million and $1.9 million , which include the Furmanite America litigation, were recorded in accrued expenses and other current liabilities as of September 30, 2015 and December 31, 2014 , respectively. While there is a reasonable possibility that a loss exceeding amounts already recognized could occur, the Company does not believe such amounts would be material to its financial statements. The Company has other contingent liabilities resulting from litigation, claims and commitments incident to the ordinary course of business. Management believes, after consulting with counsel, that the ultimate resolution of such contingencies will not have a material adverse effect on the financial position, results of operations or liquidity of the Company. |
Business Segment Data and Geogr
Business Segment Data and Geographical Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segment Data and Geographical Information | Business Segment Data and Geographical Information An operating segment is defined as a component of an enterprise about which separate financial information is available that is evaluated regularly by the chief decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates in two segments that are based on its service and product offerings: 1) Technical Services and 2) Engineering & Project Solutions. Included in its Technical Services segment are the specialized technical services the Company provides to a global customer base that includes petroleum refineries, chemical plants, pipelines, offshore drilling and production platforms, steel mills, food and beverage processing facilities, power generation and other flow-process industries. The Engineering & Project Solutions segment provides process management inspection services to contractors and operators participating primarily in the midstream oil and gas market, substantially all of which are in the Americas. A wide range of inspection services are offered, including, mechanical integrity, quality assurance and regulatory compliance services for pipelines and other capital, turnaround, maintenance and mechanical integrity projects. Previously, the Engineering & Project Solutions segment also included the operations of the FTS division, which provided professional engineering, construction management and plant asset management services. As a result of the sale of FTS in September 2015, the operating results of FTS have been reclassified to discontinued operations, as detailed in Note 2. Accordingly, FTS is excluded from the presentation of segment information below. Prior period segment information has been restated to conform to the current-period presentation. The Company evaluates performance based on the operating income (loss) from each segment, which excludes interest income and other income (expense), interest expense and income tax expense (benefit), which are not allocated to the segments. The accounting policies of the reportable segments are the same as those described in Note 1. Intersegment revenues are recorded at cost plus a profit margin. All transactions and balances between segments are eliminated in consolidation. The following is a summary of the financial information of the Company’s reportable segments for the three and nine months ended September 30, 2015 and 2014 reconciled to the amounts reported in the consolidated financial statements (in thousands): Technical Services Engineering & Project Solutions Corporate 3 Reconciling Items 4 Total Three Months Ended September 30, 2015 Revenues from external customers 1 $ 81,938 $ 15,470 $ — $ — $ 97,408 Intersegment revenues — — — — — Operating income (loss) 2 $ 6,517 $ 963 $ (4,344 ) $ — $ 3,136 Three Months Ended September 30, 2014 Revenues from external customers 1 $ 85,762 $ 9,398 $ — $ — $ 95,160 Intersegment revenues — — — — — Operating income (loss) 2 $ 7,832 $ 307 $ (5,688 ) $ — $ 2,451 Nine Months Ended September 30, 2015 Revenues from external customers 1 $ 259,317 $ 37,222 $ — $ — $ 296,539 Intersegment revenues — — — — — Operating income (loss) 2 $ 28,506 $ 1,899 $ (18,200 ) $ — $ 12,205 Nine Months Ended September 30, 2014 Revenues from external customers 1 $ 279,801 $ 27,504 $ — $ — $ 307,305 Intersegment revenues — — — — — Operating income (loss) 2 $ 29,781 $ 108 $ (15,468 ) $ — $ 14,421 ____________________________ 1 Included in the Technical Services and Engineering & Project Solutions segments are total United States revenues of $66.2 million and $197.2 million for the three and nine months ended September 30, 2015 , respectively, and $57.6 million and $189.6 million for the three and nine months ended September 30, 2014 , respectively. Additionally, the Company had United States revenues classified within discontinued operations of $23.0 million and $ 75.8 million for the three and nine months ended September 30, 2015, respectively, and $29.0 million and $88.0 million for the three and nine months ended September 30, 2014, respectively, which is not included in the presentation above. Total foreign revenues for the three and nine months ended September 30, 2015 totaled $31.2 million and $99.3 million , respectively, and $37.5 million and $117.7 million for the three and nine months ended September 30, 2014 , respectively. Included in the Technical Services segment above are United Kingdom revenues of $ 13.9 million and $43.9 million for the three and nine months ended September 30, 2015 , respectively, and $16.2 million and $53.1 million for the three and nine months ended September 30, 2014 , respectively. Revenues attributable to individual countries are based on the country of domicile of the legal entity that performs the work. 2 For the three and nine months ended September 30, 2015 , Corporate includes nil and approximately $2.2 million , respectively, of incremental, non-routine professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders. Also, for both the three and nine months ended September 30, 2014, Corporate includes approximately $0.9 million in incremental compensation expenses pursuant to the provisions of a retirement agreement with a Company executive. 3 Corporate represents certain corporate overhead costs, including executive management, strategic planning, treasury, legal, human resources, information technology, accounting and risk management, which are not allocated to reportable segments. 4 Reconciling items, if any, represent eliminations or reversals of transactions between reportable segments. The following includes total assets based on the Company’s reportable segments reconciled to the amounts reported in the consolidated balance sheets (in thousands): September 30, December 31, Total assets Technical Services 237,831 $ 233,243 Engineering and Project Solutions 16,051 8,207 Corporate 1 27,937 15,532 Discontinued operations 2 2,625 27,189 Total assets $ 284,444 $ 284,171 ____________________________ 1 Corporate represents assets that are not allocated to reportable segments. 2 Refer to Note 2 for additional information. The following geographical area information includes total long-lived assets (which consist of all non-current assets, other than goodwill, indefinite-lived intangible assets and deferred tax assets) based on physical location (in thousands): September 30, December 31, Total long-lived assets United States $ 43,033 $ 46,958 United Kingdom 5,368 5,005 All other 6,389 7,376 Total long-lived assets $ 54,790 $ 59,339 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments and Concentration of Credit Risk | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments and Concentration of Credit Risk | Fair Value of Financial Instruments and Concentration of Credit Risk Fair value is defined under FASB ASC 820, Fair Value Measurement (“ASC 820”), as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of the observable inputs and minimize the use of unobservable inputs. The standard established a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. • Level 1 — Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. • Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily-available pricing sources for comparable instruments. • Level 3 — Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The following table presents the Company’s fair value hierarchy for its financial instruments that required disclosure of their fair values on a recurring basis as of September 30, 2015 and December 31, 2014 (in thousands): Fair Value Level 1 Level 2 Level 3 September 30, 2015 Interest rate swap asset $ — $ — $ — $ — Interest rate swap liability $ 1,214 $ — $ 1,214 $ — December 31, 2014 Interest rate swap asset $ 95 $ — $ 95 $ — Interest rate swap liability $ — $ — $ — $ — The estimated fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short period to maturity of these instruments. The interest rate swap asset is recorded at fair value on a recurring basis based on models using inputs, such as interest rate yield curves, LIBOR swap curves and OIS curves, observable for substantially the full term of the contract. See Note 10 for additional information on the Company’s interest rate swap. The estimated fair value of all debt as of September 30, 2015 and December 31, 2014 approximated the carrying value. These fair values, which are Level 3 measurements, were estimated based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices were not available. The estimated fair values of the Company’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. There were no transfers between levels of the fair value hierarchy during the three or nine months ended September 30, 2015 or 2014 . The Company provides services to a domestic and international client base that includes petroleum refineries, chemical plants, offshore energy production platforms, steel mills, nuclear and conventional power stations, pulp and paper mills, food and beverage processing plants, other flow process facilities. The Company does not believe that it has a significant concentration of credit risk at September 30, 2015 , as the Company’s accounts receivable are generated from these business industries with customers located throughout the Americas, EMEA and Asia-Pacific. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In April 2015, the Company was notified by its former Chief Executive Officer that, as a result of certain purchases and sales of shares of the Company’s common stock made by the former Chief Executive Officer within a period of less than six months, the former Chief Executive Officer had realized short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended. In April 2015, the former Chief Executive Officer made a payment of $18,431.76 to the Company in disgorgement of these short-swing profits. In an agreement dated May 6, 2015 between the Company and Mustang Capital Management, LLC (“Mustang”) (the “Settlement Agreement”) in conjunction with the appointment of three new directors, including John K. H. Linnartz, the Managing Member of Mustang, to the Company’s Board of Directors, it was agreed that the Company would reimburse Mustang for its documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the matters related to the 2015 Annual Meeting and the negotiation and execution of the Settlement Agreement, up to $575,000 , which was the amount of the reimbursement paid by the Company to Mustang during the second quarter of 2015. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On November 1, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Team, Inc. (“Team”) and Team’s wholly owned subsidiary TFA, Inc. (“Merger Sub”) whereby, upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Team. The Merger Agreement was unanimously approved and adopted by the Board of Directors of each of the Company and Team. At the effective time of the Merger, each share of the Company’s common stock will be converted into the right to receive 0.215 shares of common stock of Team. The parties’ obligations to complete the Merger are subject to several customary conditions, including, among others, approval of the Merger by the Company’s stockholders and approval of the issuance of Team common stock in the Merger by Team’s stockholders, the receipt of certain regulatory approvals (including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) and other customary closing conditions. Additionally, the Merger Agreement provides that upon termination of the Merger Agreement under certain circumstances, the Company or Team, as applicable, will be obligated to (depending on the circumstances of termination) pay a termination fee of $10.0 million or reimburse the other party’s reasonable documented merger-related expenses up to $3.0 million . |
General and Summary of Signif24
General and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
General | General The consolidated interim financial statements include the accounts of Furmanite Corporation (the “Parent Company”) and its subsidiaries (collectively, the “Company” or “Furmanite”). All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnote disclosures required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) and accruals, necessary for a fair presentation of the financial statements, have been made. Interim results of operations are not necessarily indicative of the results that may be expected for the full year. |
Revenue Recognition | Revenue Recognition Revenues are recorded in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition , when realized or realizable, and earned. Revenues are recognized when persuasive evidence of an arrangement exists, services to customers have been rendered or products have been delivered, the selling price is fixed or determinable and collectability is reasonably assured. Revenues are recorded net of sales tax. Substantially all projects are short term in nature and are generally billed on a time and materials basis when the work is completed. Revenue is typically recognized when services are rendered or when product is shipped to the job site and risk of ownership passes to the customer. Infrequently, the Company enters into contracts that are longer in duration that represent multiple element arrangements, which include a combination of services and products. For these contracts, revenues are allocated to the separate deliverables on the basis of stand-alone selling prices and recognized when the services have been rendered or the products delivered to the customer. The Company provides limited warranties to customers, depending upon the service performed. Warranty claim costs were not material during either of the three or nine months ended September 30, 2015 or 2014 . |
Inventories | Inventories Inventories are valued at the lower of cost or market. Cost is determined using the weighted-average cost method. Inventory quantities on hand are reviewed regularly based on related service levels and functionality, and carrying cost is reduced to net realizable value for inventories in which their cost exceeds their utility, due to physical deterioration, obsolescence, changes in price levels or other causes. The cost of inventories consumed or products sold is included in operating costs. |
Operating Costs | Operating Costs Operating costs include direct and indirect labor along with related fringe benefits, materials, freight, travel, engineering, vehicles and equipment rental, and are expensed when the associated revenue is recognized or as incurred. Direct costs related to projects for which the earnings process has not been completed and therefore not qualifying for revenue recognition are recorded as work-in-process inventory. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses include payroll and related fringe benefits, marketing, travel, rent, information technology, insurance and professional fees, and are expensed as incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred income taxes are recognized for the expected future tax consequences of differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. These balances are measured using the enacted tax rates expected to apply in the year(s) in which these temporary differences are expected to reverse. The effect on deferred income taxes of a change in tax rates is recognized as an income tax expense or benefit in the period when the change is enacted. Based on consideration of all available evidence regarding their utilization, net deferred tax assets are recorded to the extent that it is more likely than not that they will be realized. Where, based on the weight of all available evidence, it is more likely than not that some amount of a deferred tax asset will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. In concluding whether a valuation allowance on domestic federal, state or foreign income taxes is required, the Company considers all relevant factors, including the history of operating income and losses, future taxable income and the nature of the deferred tax assets. Income tax expense differs from the expected tax at statutory rates due primarily to changes in valuation allowances for certain deferred tax assets and different tax rates in the various foreign jurisdictions. Additionally, the aggregate tax expense is not always consistent when comparing periods due to the changing mix of income (loss) before income taxes within the countries in which the Company operates. Interim period income tax expense or benefit is computed at the estimated annual effective income tax rate, unless adjusted for specific discrete items as required. The tax benefit from uncertain tax positions is recognized only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authorities, based on the technical merits of the position. The tax benefit recognized is based on the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with the taxing authority. Uncertain tax positions in certain foreign jurisdictions would not impact the effective foreign tax rate where unrecognized non-current tax benefits are offset by fully reserved net operating loss carryforwards. The Company recognizes interest expense on underpayments of income taxes and accrued penalties related to unrecognized non-current tax benefits as part of the income tax provision. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides for a single five-step model to be applied in determining the amount and timing of the recognition of revenue related to contracts with customers. The new guidance also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the guidance. The provisions of the new guidance were originally to be effective for annual reporting periods beginning after December 15, 2016; however, in August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date by one year to be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The ASU does not provide an option for early adoption, but as set forth in ASU 2015-14, entities are permitted to early adopt the new guidance using the original effective date in ASU No. 2014-09. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Companies have an option of using either a full retrospective or modified retrospective adoption approach. The updated guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within those annual periods. Early adoption is permitted. The Company does not expect the adoption of ASU No. 2015-02 to have any impact on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in the ASU change the balance sheet presentation requirements for debt issuance costs by requiring them to be presented as a direct reduction to the carrying amount of the related debt liability. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. Transitioning to the new guidance requires retrospective application. However, in August 2015 the FASB issued ASU No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30) - Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting), which codifies certain SEC Staff views on the presentation of debt issuance costs associated with line-of-credit arrangements. The SEC Staff has stated that it will not object to the presentation of debt issuance costs associated with line-of-credit arrangements as assets, regardless of whether any borrowings are outstanding. Currently, all of the Company’s debt issuance costs pertain to its line-of-credit arrangement; therefore, the Company intends to continue recording these unamortized costs as assets rather than using the approach set forth in ASU No. 2015-03. Accordingly, the Company does not expect the adoption of ASU No. 2015-03 and ASU No. 2015-15 to have any effect on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330) – Simplifying the Measurement of Inventory . The amendments in the ASU require entities that measure inventory using the first-in, first-out or average cost methods to measure inventory at the lower of cost and net realizable value to more closely align the measurement of inventory in U.S. GAAP with International Financial Reporting Standards. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion and disposal. ASU No. 2015-11 is effective on a prospective basis for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with earlier application permitted. The Company does not believe the adoption of ASU No. 2015-11 will have a material impact on its consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations [Abstract] | |
Schedule of discontinued operations details | Loss from discontinued operations, net of income tax, included in the consolidated statements of income consists of the following (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Revenues $ 22,958 $ 28,969 $ 75,794 $ 88,007 Operating costs (exclusive of depreciation and amortization) (21,848 ) (26,134 ) (71,114 ) (80,657 ) Depreciation and amortization expense (333 ) (338 ) (988 ) (1,000 ) Selling, general and administrative expense 1 (1,510 ) (2,669 ) (4,841 ) (7,670 ) Other income (expense), net 4 (3 ) 4 (9 ) Loss from operations (729 ) (175 ) (1,145 ) (1,329 ) Exit costs 2 (1,172 ) — (1,172 ) — Loss on sale of FTS (370 ) — (370 ) — Loss from discontinued operations, before income tax (2,271 ) (175 ) (2,687 ) (1,329 ) Income tax benefit 912 65 1,089 475 Loss from discontinued operations, net of income tax $ (1,359 ) $ (110 ) $ (1,598 ) $ (854 ) ____________________________ 1 For the three and nine months ended September 30, 2014, includes approximately $0.3 million and $0.5 million , respectively, of direct costs associated with management transition and integration of the FTS division. 2 For the three and nine months ended September 30, 2015, exit costs consist of the purchase of certain indemnification coverage related to the past operations of the disposed FTS division. Assets and liabilities of discontinued operations included in the consolidated balance sheets consist of the following (in thousands): September 30, December 31, Assets of discontinued operations Current assets: Accounts receivable, trade $ 24 $ 17,104 Inventories, net — 687 Prepaid expenses and other current assets 2,252 4,872 Deferred tax assets, current 339 1,203 Total current assets of discontinued operations 2,615 23,866 Non-current assets: Property and equipment, net — 2,075 Goodwill — 249 Intangible and other assets, net 10 999 Total non-current assets 10 3,323 Total assets of discontinued operations $ 2,625 $ 27,189 Liabilities of discontinued operations Current liabilities: Accounts payable 26 454 Accrued expenses and other current liabilities 3,907 8,941 Total current liabilities 3,933 9,395 Non-current liabilities — 19 Total liabilities of discontinued operations $ 3,933 $ 9,414 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Weighted-Average Common Shares Outstanding and Earnings Per Share | Basic and diluted weighted-average common shares outstanding and earnings per share from continuing operations include the following (in thousands, except per share data): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Income from continuing operations $ 1,519 $ 1,172 $ 5,446 $ 7,439 Basic weighted-average common shares outstanding 37,882 37,659 37,823 37,615 Dilutive effect of common stock equivalents 97 246 158 241 Diluted weighted-average common shares outstanding 37,979 37,905 37,981 37,856 Earnings per common share from continuing operations: Basic $ 0.04 $ 0.03 $ 0.14 $ 0.20 Diluted $ 0.04 $ 0.03 $ 0.14 $ 0.19 Stock options and restricted stock units excluded from diluted weighted-average common shares outstanding because their inclusion would have an anti-dilutive effect: 849 395 645 323 |
Accrued Expenses and Other Cu27
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): September 30, December 31, Compensation and benefits $ 17,045 $ 15,171 Estimated potential uninsured liability claims 2,434 1,934 Professional, audit and legal fees 1,909 1,050 Taxes other than income 1,697 1,668 Value added tax payable 1,194 1,668 Customer deposits 739 651 Other employee related expenses 595 630 Derivative instrument 309 — Leases 202 115 Interest 112 356 Other 1,296 1,425 Total accrued expenses and other current liabilities $ 27,532 $ 24,668 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consists of the following (in thousands): September 30, December 31, Borrowings under the revolving credit facility (the “Credit Agreement”) $ 68,891 $ 59,300 Capital leases — 8 Notes payable — 4,896 Other debt 91 91 Total long-term debt 68,982 64,295 Less: current portion of long-term debt (91 ) (2,442 ) Total long-term debt, non-current $ 68,891 $ 61,853 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Pension Cost (Credit) | Net periodic pension cost for the U.K. and Norwegian Plans includes the following components (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Service cost $ 40 $ 76 $ 124 $ 233 Interest cost 828 1,025 2,455 3,082 Expected return on plan assets (917 ) (1,102 ) (2,718 ) (3,315 ) Amortization of net actuarial loss 130 125 386 377 Net curtailment/settlement gain — — (332 ) — Net periodic pension cost (credit) $ 81 $ 124 $ (85 ) $ 377 |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Summary of Accumulated Other Comprehensive Loss in Equity | Accumulated other comprehensive loss in the equity section of the consolidated balance sheets includes the following (in thousands): September 30, December 31, Defined benefit pension items $ (21,068 ) $ (22,180 ) Less: deferred tax benefit 4,260 4,523 Net of tax (16,808 ) (17,657 ) Interest rate swap (1,214 ) 95 Less: deferred tax benefit (liability) 486 (38 ) Net of tax (728 ) 57 Foreign currency translation adjustment (6,611 ) (3,853 ) Total accumulated other comprehensive loss $ (24,147 ) $ (21,453 ) |
Changes in Accumulated Other Comprehensive Loss | Changes in accumulated other comprehensive loss by component in the consolidated statements of comprehensive income (loss) include the following for the three and nine months ended September 30, 2015 and 2014 (in thousands): Defined Benefit Pension Items Interest Rate Swap Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss Three Months Ended September 30, 2015 Beginning balance, net $ (17,319 ) $ (220 ) $ (4,286 ) $ (21,825 ) Other comprehensive income (loss) before reclassifications 1 411 (508 ) (2,325 ) (2,422 ) Amounts reclassified from accumulated other comprehensive loss 2 3 100 — — 100 Net other comprehensive income (loss) 511 (508 ) (2,325 ) (2,322 ) Ending balance, net $ (16,808 ) $ (728 ) $ (6,611 ) $ (24,147 ) Three Months Ended September 30, 2014 Beginning balance, net $ (17,284 ) $ 17 $ 2,873 $ (14,394 ) Other comprehensive income (loss) before reclassifications 1 895 65 (3,499 ) (2,539 ) Amounts reclassified from accumulated other comprehensive loss 2 3 99 35 — 134 Net other comprehensive income (loss) 994 100 (3,499 ) (2,405 ) Ending balance, net $ (16,290 ) $ 117 $ (626 ) $ (16,799 ) Nine months ended September 30, 2015 Beginning balance, net $ (17,657 ) $ 57 $ (3,853 ) $ (21,453 ) Other comprehensive income (loss) before reclassifications 1 306 (805 ) (2,758 ) (3,257 ) Amounts reclassified from accumulated other comprehensive loss 2 3 543 20 — 563 Net other comprehensive income (loss) 849 (785 ) (2,758 ) (2,694 ) Ending balance, net $ (16,808 ) $ (728 ) $ (6,611 ) $ (24,147 ) Nine months ended September 30, 2014 Beginning balance, net $ (16,950 ) $ 132 $ 1,206 $ (15,612 ) Other comprehensive income (loss) before reclassifications 1 362 (74 ) (1,832 ) (1,544 ) Amounts reclassified from accumulated other comprehensive loss 2 3 298 59 — 357 Net other comprehensive income (loss) 660 (15 ) (1,832 ) (1,187 ) Ending balance, net $ (16,290 ) $ 117 $ (626 ) $ (16,799 ) ____________________________ 1 Net of tax expense for the defined benefit pension plans of $0.1 million for each of the three and nine months ended September 30, 2015, respectively, and $0.2 million and $0.1 million for the three and nine months ended September 30, 2014, respectively. Net of tax benefit for the interest rate swap of $0.3 million and $0.5 million for the three and nine months ended September 30, 2015, respectively, and was insignificant for the three and nine months ended September 30, 2014. 2 Net of tax expense for the defined benefit pension plans, which was $0.2 million and $0.1 million for the nine months ended September 30, 2015 and 2014, respectively, and was insignificant for both the three months ended September 30, 2015 and 2014. Net of tax expense for the interest swap, which was insignificant for each of the three and nine months ended September 30, 2015 and 2014. 3 Reclassification adjustments out of accumulated other comprehensive loss for amortization of actuarial losses and prior service credits are included in the computation of net periodic pension cost. See Note 7 for additional details. Reclassification adjustments out of accumulated other comprehensive loss for the interest rate swap are included in interest expense. See Note 10 for additional details. |
Derivative Instruments and He31
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Outstanding | The following table summarizes the terms of the interest rate swap outstanding at September 30, 2015 (in thousands): Type Effective Date Maturity Date Fixed Rate Floating Rate Notional Amount Interest rate swap March 13, 2016 March 13, 2020 1.99 % 1 Month LIBOR $ 40,000 |
Schedule of Fair Value of Derivative Financial Instruments in Consolidated Balance Sheets | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): Asset Derivative Instruments Liability Derivative Instruments September 30, 2015 September 30, 2015 Classification Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest rate swap Current Prepaid expenses and other current assets $ — Accrued expenses and other current liabilities $ 309 Interest rate swap Non-current Intangible and other assets, net — Other liabilities 905 Total $ — $ 1,214 Asset Derivative Instruments Liability Derivative Instruments December 31, 2014 December 31, 2014 Classification Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Interest rate swap Current Prepaid expenses and other current assets $ — Accrued expenses and other current liabilities $ — Interest rate swap Non-current Intangible and other assets, net 95 Other liabilities — Total $ 95 $ — |
Schedule of Derivative Financial Instruments, Effect on Consolidated Statements of Comprehensive Income (Loss) | The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of comprehensive income (loss) (in thousands): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Amount of income (loss) recognized in other comprehensive income (loss) for the interest rate swap, net of tax (effective portion) $ (509 ) $ 65 $ (806 ) $ (74 ) Amount of loss reclassified from accumulated other comprehensive loss into interest expense for the interest rate swap, net of tax (effective portion) — (35 ) (20 ) (59 ) Amount of loss reclassified from accumulated other comprehensive loss into interest income and other income (expense) for the interest rate swap, net of tax (ineffective portion) — — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Change in Unrecognized Tax Benefits | A reconciliation of the change in the unrecognized tax benefits for the nine months ended September 30, 2015 is as follows (in thousands): Balance at December 31, 2014 $ 779 Additions based on tax positions of current year 358 Balance at September 30, 2015 $ 1,137 |
Business Segment Data and Geo33
Business Segment Data and Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Summary of the Financial Information of Segment Reported | The following is a summary of the financial information of the Company’s reportable segments for the three and nine months ended September 30, 2015 and 2014 reconciled to the amounts reported in the consolidated financial statements (in thousands): Technical Services Engineering & Project Solutions Corporate 3 Reconciling Items 4 Total Three Months Ended September 30, 2015 Revenues from external customers 1 $ 81,938 $ 15,470 $ — $ — $ 97,408 Intersegment revenues — — — — — Operating income (loss) 2 $ 6,517 $ 963 $ (4,344 ) $ — $ 3,136 Three Months Ended September 30, 2014 Revenues from external customers 1 $ 85,762 $ 9,398 $ — $ — $ 95,160 Intersegment revenues — — — — — Operating income (loss) 2 $ 7,832 $ 307 $ (5,688 ) $ — $ 2,451 Nine Months Ended September 30, 2015 Revenues from external customers 1 $ 259,317 $ 37,222 $ — $ — $ 296,539 Intersegment revenues — — — — — Operating income (loss) 2 $ 28,506 $ 1,899 $ (18,200 ) $ — $ 12,205 Nine Months Ended September 30, 2014 Revenues from external customers 1 $ 279,801 $ 27,504 $ — $ — $ 307,305 Intersegment revenues — — — — — Operating income (loss) 2 $ 29,781 $ 108 $ (15,468 ) $ — $ 14,421 ____________________________ 1 Included in the Technical Services and Engineering & Project Solutions segments are total United States revenues of $66.2 million and $197.2 million for the three and nine months ended September 30, 2015 , respectively, and $57.6 million and $189.6 million for the three and nine months ended September 30, 2014 , respectively. Additionally, the Company had United States revenues classified within discontinued operations of $23.0 million and $ 75.8 million for the three and nine months ended September 30, 2015, respectively, and $29.0 million and $88.0 million for the three and nine months ended September 30, 2014, respectively, which is not included in the presentation above. Total foreign revenues for the three and nine months ended September 30, 2015 totaled $31.2 million and $99.3 million , respectively, and $37.5 million and $117.7 million for the three and nine months ended September 30, 2014 , respectively. Included in the Technical Services segment above are United Kingdom revenues of $ 13.9 million and $43.9 million for the three and nine months ended September 30, 2015 , respectively, and $16.2 million and $53.1 million for the three and nine months ended September 30, 2014 , respectively. Revenues attributable to individual countries are based on the country of domicile of the legal entity that performs the work. 2 For the three and nine months ended September 30, 2015 , Corporate includes nil and approximately $2.2 million , respectively, of incremental, non-routine professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders. Also, for both the three and nine months ended September 30, 2014, Corporate includes approximately $0.9 million in incremental compensation expenses pursuant to the provisions of a retirement agreement with a Company executive. 3 Corporate represents certain corporate overhead costs, including executive management, strategic planning, treasury, legal, human resources, information technology, accounting and risk management, which are not allocated to reportable segments. 4 Reconciling items, if any, represent eliminations or reversals of transactions between reportable segments. |
Reconciliation of Assets from Segment to Consolidated | The following includes total assets based on the Company’s reportable segments reconciled to the amounts reported in the consolidated balance sheets (in thousands): September 30, December 31, Total assets Technical Services 237,831 $ 233,243 Engineering and Project Solutions 16,051 8,207 Corporate 1 27,937 15,532 Discontinued operations 2 2,625 27,189 Total assets $ 284,444 $ 284,171 ____________________________ 1 Corporate represents assets that are not allocated to reportable segments. 2 Refer to Note 2 for additional information. |
Schedule of Long-Lived Assets Based on Physical Location | The following geographical area information includes total long-lived assets (which consist of all non-current assets, other than goodwill, indefinite-lived intangible assets and deferred tax assets) based on physical location (in thousands): September 30, December 31, Total long-lived assets United States $ 43,033 $ 46,958 United Kingdom 5,368 5,005 All other 6,389 7,376 Total long-lived assets $ 54,790 $ 59,339 |
Fair Value of Financial Instr34
Fair Value of Financial Instruments and Concentration of Credit Risk (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amounts and Estimated Fair Values of Financial Instruments | The following table presents the Company’s fair value hierarchy for its financial instruments that required disclosure of their fair values on a recurring basis as of September 30, 2015 and December 31, 2014 (in thousands): Fair Value Level 1 Level 2 Level 3 September 30, 2015 Interest rate swap asset $ — $ — $ — $ — Interest rate swap liability $ 1,214 $ — $ 1,214 $ — December 31, 2014 Interest rate swap asset $ 95 $ — $ 95 $ — Interest rate swap liability $ — $ — $ — $ — |
General and Summary of Signif35
General and Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Income Tax Examination, Likelihood of Unfavorable Settlement | greater than 50 percent |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Discontinued Operations, Income Statement Disclosures [Abstract] | |||||||
Revenues | $ 22,958 | $ 28,969 | $ 75,794 | $ 88,007 | |||
Operating costs (exclusive of depreciation and amortization) | (21,848) | (26,134) | (71,114) | (80,657) | |||
Depreciation and amortization expense | (333) | (338) | (988) | (1,000) | |||
Selling, general and administrative expense | [1] | (1,510) | (2,669) | (4,841) | (7,670) | ||
Other income (expense), net | 4 | (3) | 4 | (9) | |||
Loss from operations | (729) | (175) | (1,145) | (1,329) | |||
Exit costs | [2] | (1,172) | 0 | (1,172) | 0 | ||
Loss on sale of FTS | (370) | 0 | (370) | 0 | |||
Loss from discontinued operations, before income tax | (2,271) | (175) | (2,687) | (1,329) | |||
Income tax benefit | 912 | 65 | 1,089 | 475 | |||
Loss from discontinued operations, net of income tax | (1,359) | (110) | (1,598) | (854) | |||
Discontinued Operations, Assets, Current [Abstract] | |||||||
Accounts receivable, trade | 24 | 24 | $ 17,104 | ||||
Inventories, net | 0 | 0 | 687 | ||||
Prepaid expenses and other current assets | 2,252 | 2,252 | 4,872 | ||||
Deferred tax assets, current | 339 | 339 | 1,203 | ||||
Current assets of discontinued operations | 2,615 | 2,615 | 23,866 | ||||
Discontinued Operations, Assets, Noncurrent [Abstract] | |||||||
Property and equipment, net | 0 | 0 | 2,075 | ||||
Goodwill | 0 | 0 | 249 | ||||
Intangible and other assets, net | 10 | 10 | 999 | ||||
Non-current assets of discontinued operations | 10 | 10 | 3,323 | ||||
Total assets of discontinued operations | 2,625 | 2,625 | 27,189 | ||||
Discontinued Operations, Liabilities, Current [Abstract] | |||||||
Accounts payable | 26 | 26 | 454 | ||||
Accrued expenses and other current liabilities | 3,907 | 3,907 | 8,941 | ||||
Current liabilities of discontinued operations | 3,933 | 3,933 | 9,395 | ||||
Discontinued Operations, Liabilities, Noncurrent [Abstract] | |||||||
Non-current liabilities of discontinued operations | 0 | 0 | 19 | ||||
Total liabilities of discontinued operations | $ 3,933 | 3,933 | $ 9,414 | ||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | |||||||
Amount of promissory note | $ 600 | 0 | |||||
Furmanite Technical Solutions [Member] | |||||||
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract] | |||||||
Proceeds from sale of FTS | $ 13,800 | ||||||
Debt Instrument, Term | 1 year | ||||||
Interest rate on note receivable | 4.00% | 4.00% | |||||
Amount of promissory note | $ 600 | ||||||
Days After Closing Used To Determine Final Working Capital | 75 days | ||||||
Direct integration-related expenses | $ 300 | $ 500 | |||||
Estimated net working capital receivable | $ 2,300 | $ 2,300 | |||||
Customary representations and warranties, term | 6 months | ||||||
Maximum indemnification obligations | $ 800 | $ 800 | |||||
Indemnification obligations, term | 2 years | ||||||
[1] | For the three and nine months ended September 30, 2014, includes approximately $0.3 million and $0.5 million, respectively, of direct costs associated with management transition and integration of the FTS division. | ||||||
[2] | For the three and nine months ended September 30, 2015, exit costs consist of the purchase of certain indemnification coverage related to the past operations of the disposed FTS division. |
Acquisition (Details)
Acquisition (Details) $ in Millions | 1 Months Ended |
Apr. 30, 2015USD ($)notes | |
Business Combinations [Abstract] | |
Cash payment to ENGlobal | $ 3.6 |
Settlement of remaining principal amount of notes payable | $ 4.4 |
Number of acquisition-related notes payable | notes | 2 |
Net credits, settlement payment offset | $ 0.8 |
Gain in connection with Agreement | $ 0.1 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule Of Earnings Per Share Basic And Diluted And Exclusion Of Anti Dilutive Securities [Line Items] | ||||
Income from continuing operations | $ 1,519 | $ 1,172 | $ 5,446 | $ 7,439 |
Basic weighted-average common shares outstanding | 37,882 | 37,659 | 37,823 | 37,615 |
Dilutive effect of common stock equivalents | 97 | 246 | 158 | 241 |
Diluted weighted-average common shares outstanding | 37,979 | 37,905 | 37,981 | 37,856 |
Earnings Per Share, Basic and Diluted, Continuing Operations [Abstract] | ||||
Basic | $ 0.04 | $ 0.03 | $ 0.14 | $ 0.20 |
Diluted | $ 0.04 | $ 0.03 | $ 0.14 | $ 0.19 |
Stock Options | ||||
Earnings Per Share, Basic and Diluted, Continuing Operations [Abstract] | ||||
Stock options and restricted stock units excluded from diluted weighted-average common shares outstanding because their inclusion would have an anti-dilutive effect: | 849 | 395 | 645 | 323 |
Accrued Expenses and Other Cu39
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Compensation and benefits | $ 17,045 | $ 15,171 |
Estimated potential uninsured liability claims | 2,434 | 1,934 |
Professional, audit and legal fees | 1,909 | 1,050 |
Taxes other than income | 1,697 | 1,668 |
Value added tax payable | 1,194 | 1,668 |
Customer deposits | 739 | 651 |
Other employee related expenses | 595 | 630 |
Derivative instrument | 309 | 0 |
Leases | 202 | 115 |
Interest | 112 | 356 |
Other | 1,296 | 1,425 |
Total accrued expenses and other current liabilities | $ 27,532 | $ 24,668 |
Long-Term Debt - (Details)
Long-Term Debt - (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 68,982 | $ 64,295 |
Less: current portion of long-term debt | (91) | (2,442) |
Total long-term debt, non-current | 68,891 | 61,853 |
Borrowings under the revolving credit facility (the “Credit Agreement”) | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 68,891 | 59,300 |
Capital leases | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 8 |
Notes payable | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 4,896 |
Other debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 91 | $ 91 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |||||
Apr. 30, 2015USD ($) | Aug. 30, 2013USD ($) | Feb. 28, 2013USD ($) | Jan. 31, 2013USD ($) | Sep. 30, 2015USD ($)Installment | Mar. 12, 2015USD ($) | Dec. 31, 2014USD ($) | |
Credit Facilities [Line Items] | |||||||
Credit facility amendment date | Mar. 13, 2015 | ||||||
Credit Agreement, issuance date | Mar. 5, 2012 | ||||||
Revolving credit facility, maximum borrowing capacity | $ 150,000 | $ 100,000 | |||||
Debt maturity date | Mar. 13, 2020 | ||||||
Debt maturity date, prior to amendment | Feb. 28, 2017 | ||||||
Credit Agreement, variable interest rates | 1.50% | ||||||
Credit Agreement, commitment fee | 0.20% | ||||||
FWI and certain of subsidiaries assets guaranteed under guarantee and collateral agreement | $ 202,200 | ||||||
Leverage ratio level at which certain restrictions apply | 2 | ||||||
Credit Agreement, unused borrowing capacity | $ 73,400 | ||||||
Number of installments on promissory note | Installment | 4 | ||||||
Settlement of remaining principal amount of notes payable | $ 4,400 | ||||||
Long term debt outstanding | $ 68,982 | $ 64,295 | |||||
Borrowings under the revolving credit facility (the “Credit Agreement”) | |||||||
Credit Facilities [Line Items] | |||||||
Long term debt outstanding | 68,891 | 59,300 | |||||
Notes payable | |||||||
Credit Facilities [Line Items] | |||||||
Long term debt outstanding | 0 | 4,896 | |||||
Other debt | |||||||
Credit Facilities [Line Items] | |||||||
Long term debt outstanding | $ 91 | $ 91 | |||||
Minimum | |||||||
Credit Facilities [Line Items] | |||||||
Credit Agreement, commitment fee | 0.15% | ||||||
Credit Agreement, financial covenants, fixed charge coverage ratio | 1.25 | ||||||
Credit Agreement, minimum asset coverage ratio | 1.50 | ||||||
Maximum | |||||||
Credit Facilities [Line Items] | |||||||
Credit Agreement, commitment fee | 0.30% | ||||||
Credit Agreement, financial covenants, Leverage ratio | 3 | ||||||
ENGlobal Engineering and Construction | Notes payable | |||||||
Credit Facilities [Line Items] | |||||||
Notes payable issued for acquisition | $ 3,000 | ||||||
Interest rate on note payable | 4.00% | ||||||
February 2013 Asset Purchase | Notes payable | |||||||
Credit Facilities [Line Items] | |||||||
Debt maturity date | Mar. 1, 2014 | ||||||
Notes payable issued for acquisition | $ 900 | ||||||
January 2013 Asset Purchase | Notes payable | |||||||
Credit Facilities [Line Items] | |||||||
Notes payable issued for acquisition | $ 1,900 | ||||||
Interest rate on note payable | 5.00% | ||||||
Borrowings under the revolving credit facility (the “Credit Agreement”) | |||||||
Credit Facilities [Line Items] | |||||||
Borrowings outstanding for which interest rate hedging is in place | $ 40,000 | ||||||
Amount outstanding under credit agreements | $ 68,900 | ||||||
Interest rate basis | prime rate, federal funds rate or Eurocurrency rate | ||||||
Borrowings under the revolving credit facility (the “Credit Agreement”) | Foreign Subsidiary | |||||||
Credit Facilities [Line Items] | |||||||
Revolving credit facility, maximum borrowing capacity | $ 50,000 | ||||||
Letter of Credit | |||||||
Credit Facilities [Line Items] | |||||||
Amount available for issuance of letters of credit | 20,000 | ||||||
Amount outstanding under credit agreements | 7,700 | ||||||
Swing Line Loans | |||||||
Credit Facilities [Line Items] | |||||||
Amount available for swing line loans to FWI | $ 10,000 | ||||||
Interest Rate Swap | |||||||
Credit Facilities [Line Items] | |||||||
Interest rate swap derivative, inception date | Mar. 16, 2015 | ||||||
Interest rate swap derivative, fixed rate | 1.99% | ||||||
Derivative effective date | Mar. 13, 2016 | ||||||
Derivative, Maturity Date | Mar. 13, 2020 |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Net Periodic Pension Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Service cost | $ 40 | $ 76 | $ 124 | $ 233 |
Interest cost | 828 | 1,025 | 2,455 | 3,082 |
Expected return on plan assets | (917) | (1,102) | (2,718) | (3,315) |
Amortization of net actuarial loss | 130 | 125 | 386 | 377 |
Net curtailment/settlement gain | 0 | 0 | (332) | 0 |
Net periodic pension cost (credit) | $ 81 | $ 124 | $ (85) | $ 377 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015USD ($)CompensationPlanSubsidiary | Dec. 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | ||
Number of foreign subsidiaries having defined benefit pension plans | Subsidiary | 2 | |
Norwegian Plan description | Norwegian Plan represents approximately three percent of both the Company’s total pension plan liabilities and total pension plan assets | |
Norwegian Plan, percentage of company's total pension plan liabilities | 3.00% | |
Norwegian Plan, percentage of company's total pension plan assets | 3.00% | |
Number of retirement plans | CompensationPlan | 2 | |
Expected long-term rate of return | 5.00% | |
Current contribution level | $ 1.2 | |
Forecast | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current contribution level | $ 1.7 | |
Equity | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected long-term rate of return | 6.40% | |
Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected long-term rate of return | 2.40% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015USD ($)director$ / sharesshares | Jun. 30, 2015$ / sharesshares | Mar. 31, 2015shares | Sep. 30, 2014USD ($)$ / sharesshares | Jun. 30, 2014$ / sharesshares | Mar. 31, 2014$ / sharesshares | Sep. 30, 2015USD ($)director | Sep. 30, 2014USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 1,423 | $ 1,748 | ||||||
Number of directors with accelerated vesting | director | 1 | 1 | ||||||
Restricted stock and stock units, vested in period, fair value | $ | $ 0 | $ 0 | $ 1,000 | 700 | ||||
Number of options granted | 17,500 | 133,866 | ||||||
Grant date fair value of options | $ / shares | $ 4.64 | $ 6.24 | ||||||
Total unrecognized compensation expense related to stock options | $ | 1,500 | 1,500 | ||||||
Total unrecognized compensation expenses related to restricted stock/unit awards | $ | $ 2,500 | 2,500 | ||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Company granted number of shares/units | 64,763 | 214,418 | ||||||
Restricted stock and stock units, vested in period | 38,053 | 32,918 | 44,364 | |||||
Net shares issued in period as a result of vesting | 29,699 | 24,839 | 32,386 | |||||
Shares withheld for employee tax obligations | 8,354 | 8,079 | 11,978 | |||||
Restricted stock awards grant date fair value per share | $ / shares | $ 6.52 | $ 10.85 | ||||||
Annual vesting of award | 33.30% | |||||||
Vesting or performance period | 3 years | |||||||
Shares subject to performance conditions | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Company granted number of shares/units | 291,443 | 65,381 | ||||||
Restricted stock awards grant date fair value per share | $ / shares | $ 3.94 | |||||||
Vesting or performance period | 3 years | |||||||
Selling, General and Administrative Expenses | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 200 | 900 | 1,400 | 1,700 | ||||
Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cost associated with accelerated vesting of awards | $ | $ 200 | $ 200 | ||||||
Executive | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cost associated with accelerated vesting of awards | $ | $ 500 | $ 500 | ||||||
Directors | Restricted stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Company granted number of shares/units | 70,000 | 10,000 | 24,000 | |||||
Restricted stock and stock units, vested in period | 28,000 | 30,000 | 20,000 | |||||
Restricted stock awards grant date fair value per share | $ / shares | $ 8.48 | $ 10.32 | $ 11.58 |
Accumulated Other Comprehensi45
Accumulated Other Comprehensive Loss - Summary of Accumulated Other Comprehensive Loss in Equity (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Total accumulated other comprehensive loss | $ (24,147) | $ (21,825) | $ (21,453) | $ (16,799) | $ (14,394) | $ (15,612) |
Defined benefit pension items | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive income (loss) before tax | (21,068) | (22,180) | ||||
Less: deferred tax benefit (liability) | 4,260 | 4,523 | ||||
Total accumulated other comprehensive loss | (16,808) | (17,319) | (17,657) | (16,290) | (17,284) | (16,950) |
Interest rate swap | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive income (loss) before tax | (1,214) | 95 | ||||
Less: deferred tax benefit (liability) | 486 | (38) | ||||
Total accumulated other comprehensive loss | (728) | (220) | 57 | 117 | 17 | 132 |
Foreign currency translation adjustment | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive income (loss) before tax | (6,611) | (3,853) | ||||
Total accumulated other comprehensive loss | $ (6,611) | $ (4,286) | $ (3,853) | $ (626) | $ 2,873 | $ 1,206 |
Accumulated Other Comprehensi46
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Beginning balance, net | $ (21,825) | $ (14,394) | $ (21,453) | $ (15,612) | |
Other comprehensive income (loss) before reclassifications | [1] | (2,422) | (2,539) | (3,257) | (1,544) |
Amounts reclassified from accumulated other comprehensive loss | [2],[3] | 100 | 134 | 563 | 357 |
Net other comprehensive income (loss) | (2,322) | (2,405) | (2,694) | (1,187) | |
Ending balance, net | (24,147) | (16,799) | (24,147) | (16,799) | |
Defined Benefit Pension Items | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Beginning balance, net | (17,319) | (17,284) | (17,657) | (16,950) | |
Other comprehensive income (loss) before reclassifications | [1] | 411 | 895 | 306 | 362 |
Amounts reclassified from accumulated other comprehensive loss | [2],[3] | 100 | 99 | 543 | 298 |
Net other comprehensive income (loss) | 511 | 994 | 849 | 660 | |
Ending balance, net | (16,808) | (16,290) | (16,808) | (16,290) | |
Interest Rate Swap | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Beginning balance, net | (220) | 17 | 57 | 132 | |
Other comprehensive income (loss) before reclassifications | [1] | (508) | 65 | (805) | (74) |
Amounts reclassified from accumulated other comprehensive loss | [2],[3] | 0 | 35 | 20 | 59 |
Net other comprehensive income (loss) | (508) | 100 | (785) | (15) | |
Ending balance, net | (728) | 117 | (728) | 117 | |
Foreign Currency Translation Adjustment | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Beginning balance, net | (4,286) | 2,873 | (3,853) | 1,206 | |
Other comprehensive income (loss) before reclassifications | [1] | (2,325) | (3,499) | (2,758) | (1,832) |
Amounts reclassified from accumulated other comprehensive loss | [2],[3] | 0 | 0 | 0 | 0 |
Net other comprehensive income (loss) | (2,325) | (3,499) | (2,758) | (1,832) | |
Ending balance, net | $ (6,611) | $ (626) | $ (6,611) | $ (626) | |
[1] | Net of tax expense for the defined benefit pension plans of $0.1 million for each of the three and nine months ended September 30, 2015, respectively, and $0.2 million and $0.1 million for the three and nine months ended September 30, 2014, respectively. Net of tax benefit for the interest rate swap of $0.3 million and $0.5 million for the three and nine months ended September 30, 2015, respectively, and was insignificant for the three and nine months ended September 30, 2014 | ||||
[2] | Net of tax expense for the defined benefit pension plans, which was $0.2 million and $0.1 million for the nine months ended September 30, 2015 and 2014, respectively, and was insignificant for both the three months ended September 30, 2015 and 2014. Net of tax expense for the interest swap, which was insignificant for each of the three and nine months ended September 30, 2015 and 2014. | ||||
[3] | Reclassification adjustments out of accumulated other comprehensive loss for amortization of actuarial losses and prior service credits are included in the computation of net periodic pension cost. See Note 7 for additional details. Reclassification adjustments out of accumulated other comprehensive loss for the interest rate swap are included in interest expense. See Note 10 for additional details. |
Accumulated Other Comprehensi47
Accumulated Other Comprehensive Loss - Changes in Accumulated Other Comprehensive Income (Loss) (Table Footnote) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Benefit Pension Items | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Tax expense (benefit) for defined benefit pension plans | $ 0.1 | $ 0.2 | $ 0.1 | $ 0.1 |
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax | $ 0.2 | 0.1 | ||
Interest Rate Swap | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Tax expense (benefit) for the interest rate swap | $ (0.3) | $ (0.5) |
Derivative Instruments and He48
Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Loss to be reclassified to interest expense over next twelve months | $ (0.3) |
Interest Rate Swap | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Interest rate swap derivative, inception date | Mar. 16, 2015 |
Derivative, termination date | Mar. 13, 2015 |
Borrowings under the revolving credit facility (the “Credit Agreement”) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Borrowings outstanding for which interest rate hedging is in place | $ 40 |
Derivative Instruments and He49
Derivative Instruments and Hedging Activities - Summary of Interest Rate Swap Outstanding (Details) - Interest Rate Swap $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Effective Date | Mar. 13, 2016 |
Maturity Date | Mar. 13, 2020 |
Fixed Rate | 1.99% |
Floating Rate | 1 Month LIBOR |
Notional Amount | $ 40,000 |
Derivative Instruments and He50
Derivative Instruments and Hedging Activities - Schedule of Fair Value of Derivative Financial Instruments in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset derivative instruments | $ 0 | $ 95 |
Liability derivative instruments | 1,214 | 0 |
Derivatives designated as hedging instruments | Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset derivative instruments | 0 | 95 |
Liability derivative instruments | 1,214 | 0 |
Derivatives designated as hedging instruments | Interest Rate Swap | Current Liability | Accrued expenses and other current liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liability derivative instruments | 309 | 0 |
Derivatives designated as hedging instruments | Interest Rate Swap | Non-current Liability | Other liabilities | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Liability derivative instruments | 905 | 0 |
Derivatives designated as hedging instruments | Interest Rate Swap | Current Asset | Prepaid expenses and other current assets | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset derivative instruments | 0 | 0 |
Derivatives designated as hedging instruments | Interest Rate Swap | Non-current Assets | Intangible and other assets, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Asset derivative instruments | $ 0 | $ 95 |
Derivative Instruments and He51
Derivative Instruments and Hedging Activities - Summary of Derivative Financial Instruments, Effects on Consolidated Statements of Comprehensive Income (Details) - Interest Rate Swap - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of income (loss) recognized in other comprehensive income (loss) for the interest rate swap, net of tax (effective portion) | $ (509) | $ 65 | $ (806) | $ (74) |
AOCI Income Effective Portion | Reclassification out of Accumulated Other Comprehensive Income | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive loss into interest expense for the interest rate swap, net of tax (effective portion) | 0 | (35) | (20) | (59) |
AOCI Income Ineffective Portion | Reclassification out of Accumulated Other Comprehensive Income | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive loss into interest income and other income (expense) for the interest rate swap, net of tax (ineffective portion) | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense, continuing operations | $ 1,418 | $ 986 | $ 4,494 | $ 5,197 | |
Income tax benefit attributable to discontinued operations | $ 912 | $ 65 | $ 1,089 | $ 475 | |
Income tax expense as a percentage of income from continuing operations before income taxes | 48.30% | 45.70% | 45.20% | 41.10% | |
Unrecognized tax benefits for uncertain tax positions | $ 1,137 | $ 1,137 | $ 779 | ||
Interest or penalties | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Change in Unrecognized Tax Benefits (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance at December 31, 2014 | $ 779 |
Additions based on tax positions of current year | 358 |
Balance at September 30, 2015 | $ 1,137 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Uninsured Risk | ||
Loss Contingencies [Line Items] | ||
Undiscounted reserve for environmental liabilities | $ 0.8 | $ 0.8 |
Reserve for uninsured liability or damage | 2.4 | $ 1.9 |
INEOS USA LLC | ||
Loss Contingencies [Line Items] | ||
Settlement amount | 2.1 | |
Norfolk County Retirement System | ||
Loss Contingencies [Line Items] | ||
Settlement amount | $ 0.3 |
Business Segment Data and Geo55
Business Segment Data and Geographical Information - Summary of the Financial Information of Segment Reported (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 97,408 | $ 95,160 | $ 296,539 | $ 307,305 | |
Operating income (loss) | 3,136 | 2,451 | 12,205 | 14,421 | |
Operating Segment | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | 97,408 | 95,160 | 296,539 | 307,305 |
Operating income (loss) | [2] | 3,136 | 2,451 | 12,205 | 14,421 |
Intersegment Eliminations | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Technical Services | Operating Segment | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | 81,938 | 85,762 | 259,317 | 279,801 |
Operating income (loss) | [2] | 6,517 | 7,832 | 28,506 | 29,781 |
Technical Services | Intersegment Eliminations | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Engineering & Project Solutions | Operating Segment | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | 15,470 | 9,398 | 37,222 | 27,504 |
Operating income (loss) | [2] | 963 | 307 | 1,899 | 108 |
Engineering & Project Solutions | Intersegment Eliminations | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Corporate | Operating Segment | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1],[3] | 0 | 0 | 0 | 0 |
Operating income (loss) | [2],[3] | (4,344) | (5,688) | (18,200) | (15,468) |
Corporate | Intersegment Eliminations | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [3] | 0 | 0 | 0 | 0 |
Reconciling Items | Operating Segment | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1],[4] | 0 | 0 | 0 | 0 |
Operating income (loss) | [2],[4] | 0 | 0 | 0 | 0 |
Reconciling Items | Intersegment Eliminations | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [4] | $ 0 | $ 0 | $ 0 | $ 0 |
[1] | Included in the Technical Services and Engineering & Project Solutions segments are total United States revenues of $66.2 million and $197.2 million for the three and nine months ended September 30, 2015, respectively, and $57.6 million and $189.6 million for the three and nine months ended September 30, 2014, respectively. Additionally, the Company had United States revenues classified within discontinued operations of $23.0 million and $75.8 million for the three and nine months ended September 30, 2015, respectively, and $29.0 million and $88.0 million for the three and nine months ended September 30, 2014, respectively, which is not included in the presentation above. Total foreign revenues for the three and nine months ended September 30, 2015 totaled $31.2 million and $99.3 million, respectively, and $37.5 million and $117.7 million for the three and nine months ended September 30, 2014, respectively. Included in the Technical Services segment above are United Kingdom revenues of $13.9 million and $43.9 million for the three and nine months ended September 30, 2015, respectively, and $16.2 million and $53.1 million for the three and nine months ended September 30, 2014, respectively. Revenues attributable to individual countries are based on the country of domicile of the legal entity that performs the work. | ||||
[2] | For the three and nine months ended September 30, 2015, Corporate includes nil and approximately $2.2 million, respectively, of incremental, non-routine professional fees and other costs associated with the Company’s 2015 Annual Meeting of Stockholders. Also, for both the three and nine months ended September 30, 2014, Corporate includes approximately$0.9 million in incremental compensation expenses pursuant to the provisions of a retirement agreement with a Company executive. | ||||
[3] | Corporate represents certain corporate overhead costs, including executive management, strategic planning, treasury, legal, human resources, information technology, accounting and risk management, which are not allocated to reportable segments. | ||||
[4] | Reconciling items, if any, represent eliminations or reversals of transactions between reportable segments. |
Business Segment Data and Geo56
Business Segment Data and Geographical Information Revenues by Geographic Area (Table Footnote) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 97,408 | $ 95,160 | $ 296,539 | $ 307,305 | |
Revenues, discontinued operations | 22,958 | 28,969 | 75,794 | 88,007 | |
Operating Segment | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | 97,408 | 95,160 | 296,539 | 307,305 |
Operating Segment | Corporate | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1],[2] | 0 | 0 | 0 | 0 |
Operating Segment | Technical Services | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | 81,938 | 85,762 | 259,317 | 279,801 |
Operating Segment | Engineering & Project Solutions | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | 15,470 | 9,398 | 37,222 | 27,504 |
Reportable Geographical Components | United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | 66,200 | 57,600 | 197,200 | 189,600 |
Revenues, discontinued operations | [1] | 23,000 | 29,000 | 75,800 | 88,000 |
Reportable Geographical Components | United Kingdom | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | 13,900 | 16,200 | 43,900 | 53,100 |
Foreign | Reportable Geographical Components | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | [1] | $ 31,200 | $ 37,500 | $ 99,300 | $ 117,700 |
[1] | Included in the Technical Services and Engineering & Project Solutions segments are total United States revenues of $66.2 million and $197.2 million for the three and nine months ended September 30, 2015, respectively, and $57.6 million and $189.6 million for the three and nine months ended September 30, 2014, respectively. Additionally, the Company had United States revenues classified within discontinued operations of $23.0 million and $75.8 million for the three and nine months ended September 30, 2015, respectively, and $29.0 million and $88.0 million for the three and nine months ended September 30, 2014, respectively, which is not included in the presentation above. Total foreign revenues for the three and nine months ended September 30, 2015 totaled $31.2 million and $99.3 million, respectively, and $37.5 million and $117.7 million for the three and nine months ended September 30, 2014, respectively. Included in the Technical Services segment above are United Kingdom revenues of $13.9 million and $43.9 million for the three and nine months ended September 30, 2015, respectively, and $16.2 million and $53.1 million for the three and nine months ended September 30, 2014, respectively. Revenues attributable to individual countries are based on the country of domicile of the legal entity that performs the work. | ||||
[2] | Corporate represents certain corporate overhead costs, including executive management, strategic planning, treasury, legal, human resources, information technology, accounting and risk management, which are not allocated to reportable segments. |
Business Segment Data and Geo57
Business Segment Data and Geographical Information - Additional Information on Certain Expenses by Segment (Table Footnote) (Details) - Operating Segment - Corporate - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Incremental non-routine professional fees and other costs | $ 0 | $ 2.2 | ||
Incremental compensation expenses related to retirement agreement | $ 0.9 | $ 0.9 |
Business Segment Data and Geo58
Business Segment Data and Geographical Information - Total Assets by Segment and Additional Information (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015USD ($)Segment | Dec. 31, 2014USD ($) | ||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 284,444 | $ 284,171 | |
Number of segments in which the Company operates | Segment | 2 | ||
Technical Services | Operating Segment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 237,831 | 233,243 | |
Engineering & Project Solutions | Operating Segment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 16,051 | 8,207 | |
Corporate | Operating Segment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | [1] | 27,937 | 15,532 |
Discontinued Operations | Operating Segment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | [2] | $ 2,625 | $ 27,189 |
[1] | Corporate represents assets that are not allocated to reportable segments. | ||
[2] | Refer to Note 2 for additional information. |
Business Segment Data and Geo59
Business Segment Data and Geographical Information - Long-Lived Assets Based on Physical Location (Details) - Reportable Geographical Components - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Geographic Area Information [Line Items] | ||
Total long-lived assets | $ 54,790 | $ 59,339 |
United States | ||
Geographic Area Information [Line Items] | ||
Total long-lived assets | 43,033 | 46,958 |
United Kingdom | ||
Geographic Area Information [Line Items] | ||
Total long-lived assets | 5,368 | 5,005 |
All other foreign countries | ||
Geographic Area Information [Line Items] | ||
Total long-lived assets | $ 6,389 | $ 7,376 |
Fair Value of Financial Instr60
Fair Value of Financial Instruments and Concentration of Credit Risk (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Asset derivative instruments | $ 0 | $ 95 |
Liability derivative instruments | 1,214 | 0 |
Level 1 | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Asset derivative instruments | 0 | 0 |
Liability derivative instruments | 0 | 0 |
Level 2 | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Asset derivative instruments | 0 | 95 |
Liability derivative instruments | 1,214 | 0 |
Level 3 | ||
Estimated Fair Value Of Financial Instruments [Line Items] | ||
Asset derivative instruments | 0 | 0 |
Liability derivative instruments | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2015USD ($) | Jun. 30, 2015USD ($)director | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Related Party Transaction [Line Items] | ||||
Proceeds from disgorgement of former officer short swing profits | $ 18,000 | $ 0 | ||
Number of directors appointed | director | 3 | |||
Former officer | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from disgorgement of former officer short swing profits | $ 18,431.76 | |||
Mustang Capital Management, LLC | ||||
Related Party Transaction [Line Items] | ||||
Reimbursement paid to Mustang Capital Management, LLC | $ 575,000 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] $ in Millions | Nov. 01, 2015USD ($)shares |
Subsequent Event [Line Items] | |
Number of Shares Holder Is Entitled To Receive Per Common Share | shares | 0.215 |
Merger termination fee | $ 10 |
Maximum | |
Subsequent Event [Line Items] | |
Merger-related expense reimbursement | $ 3 |