Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 30, 2013 | Oct. 15, 2013 | |
Document and Entity Information | ||
Entity Registrant Name | UniTek Global Services, Inc. | |
Entity Central Index Key | 826773 | |
Document Type | 10-Q | |
Document Period End Date | 30-Mar-13 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 18,965,330 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ||
Cash and cash equivalents | $1,433 | $3,836 |
Accounts receivable, net of allowances | 86,061 | 102,490 |
Inventories | 17,037 | 15,266 |
Other current assets | 6,299 | 7,560 |
Total current assets | 110,830 | 129,152 |
Property and equipment, net of accumulated depreciation of $45,492 and $41,953 | 22,867 | 26,393 |
Amortizable intangible assets, net (includes amortizable customer relationships, net, of $36,165 and $38,090) | 39,747 | 42,013 |
Goodwill | 121,902 | 121,920 |
Other assets, net | 6,983 | 6,925 |
Total assets | 302,329 | 326,403 |
CURRENT LIABILITIES | ||
Current portion of long-term debt | 1,350 | 3,450 |
Current portion of capital lease obligations | 6,295 | 7,688 |
Accounts payable | 41,254 | 48,845 |
Accrued insurance | 17,538 | 16,248 |
Accrued compensation and benefits | 6,748 | 9,766 |
Other current liabilities | 27,944 | 27,361 |
Total current liabilities | 101,129 | 113,358 |
Long-term debt, net of current portion | 148,295 | 153,014 |
Long-term capital lease obligations, net of current portion | 7,643 | 8,040 |
Other liabilities | 3,839 | 3,688 |
Total liabilities | 260,906 | 278,100 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Preferred Stock, $0.00002 par value (20,000 shares authorized, no shares issued or outstanding) | 0 | 0 |
Common Stock, $0.00002 par value (200,000 shares authorized, 18,965 and 18,736 issued and outstanding) | 0 | 0 |
Additional paid-in capital | 260,844 | 260,077 |
Accumulated other comprehensive income | 74 | 57 |
Accumulated deficit | -219,495 | -211,831 |
Total stockholders’ equity | 41,423 | 48,303 |
Total liabilities and stockholders’ equity | $302,329 | $326,403 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Property and equipment, net - accumulated depreciation | $45,492 | $41,953 |
Amortizable intangible assets, net | 39,747 | 42,013 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, number of shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, number of shares issued | 0 | 0 |
Preferred stock, number of shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, number of shares authorized | 200,000,000 | 200,000,000 |
Common stock, number of shares issued | 18,965,000 | 18,736,000 |
Common stock, number of shares outstanding | 18,965,000 | 18,736,000 |
Customer relationships | ||
Amortizable intangible assets, net | $36,165 | $38,090 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OR LOSS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 30, 2013 | Mar. 31, 2012 |
Income Statement [Abstract] | ||
Revenues | $113,838 | $86,139 |
Cost of revenues | 95,251 | 73,416 |
Gross profit | 18,587 | 12,723 |
Selling, general and administrative expenses | 13,138 | 12,306 |
(Income) expense related to contingent consideration | -114 | 8,410 |
Restructuring charges | 479 | 4,009 |
Restatement, investigation and related costs | 1,398 | 0 |
Depreciation and amortization | 6,047 | 6,392 |
Operating loss | -2,361 | -18,394 |
Interest expense | 4,634 | 3,000 |
Other income, net | -12 | -234 |
Loss from continuing operations before income taxes | -6,983 | -21,160 |
Income tax expense (benefit) | 60 | -68 |
Loss from continuing operations | -7,043 | -21,092 |
Loss from discontinued operations, net of income taxes | -621 | -1,929 |
Net loss | -7,664 | -23,021 |
Other comprehensive income or loss: | ||
Foreign currency translation | 17 | 41 |
Comprehensive loss | ($7,647) | ($22,980) |
Net loss per share – basic and diluted: | ||
Continuing operations (in dollars per share) | ($0.37) | ($1.27) |
Discontinued operations (in dollars per share) | ($0.03) | ($0.12) |
Total (in dollars per share) | ($0.40) | ($1.39) |
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 18,935 | 16,545 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2013 | Mar. 31, 2012 |
Statement of Cash Flows [Abstract] | ||
Net cash provided by (used in) operating activities | $6,600 | ($8,597) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | -517 | -1,831 |
Proceeds from sale of property and equipment | 205 | 406 |
Cash paid for acquisition of businesses, net of cash acquired | 0 | -934 |
Net cash used in investing activities | -312 | -2,359 |
Cash flows from financing activities: | ||
(Repayments of) proceeds from revolving credit facilities, net | -6,695 | 18,489 |
Repayment of long-term debt | -285 | -250 |
Repayment of capital leases | -1,790 | -2,987 |
Other financing activities | 0 | -213 |
Net cash (used in) provided by financing activities | -8,770 | 15,039 |
Effect of exchange rate on cash and cash equivalents | 79 | 8 |
Net (decrease) increase in cash and cash equivalents | -2,403 | 4,091 |
Cash and cash equivalents at beginning of period | 3,836 | 533 |
Cash and cash equivalents at end of period | 1,433 | 4,624 |
Supplemental cash flow information: | ||
Interest paid | 3,472 | 2,653 |
Income taxes paid | 310 | 784 |
Significant non-cash investing and financing activities: | ||
Acquisition of property and equipment financed by capital leases | $0 | $1,583 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements of UniTek Global Services, Inc. and its subsidiaries (“UniTek” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the United States Securities and Exchange Commission. In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly its results of its operations and cash flows at the dates and for the periods indicated. All intercompany transactions and balances among subsidiaries have been eliminated in consolidation.The results of operations for the interim periods are not necessarily indicative of the results for the full fiscal year. | |
The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Those audited consolidated financial statements include a summary of the Company’s significant accounting policies, to which there have been no significant changes. | |
The condensed consolidated statements of comprehensive income or loss and related footnote disclosures present the continuing operations of the Company. The condensed consolidated balance sheets, statements of cash flows and related footnote disclosures, including disclosures of changes in balance sheet amounts, present the total operations of the Company, including discontinued operations. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, the reported amounts of revenues and expenses, and certain of the amounts contained in the notes to the condensed consolidated financial statements. Although such assumptions are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ significantly from those estimates and assumptions. The Company’s more significant estimates relate to revenue recognition, impairment testing of goodwill, indefinite-lived intangible assets and other long-lived assets, the allowance for doubtful accounts, accrued insurance, income taxes and litigation and contingencies. | |
In the ordinary course of accounting for the items discussed above, the Company makes changes in estimates as appropriate and as the Company becomes aware of circumstances surrounding those estimates. Such changes in estimates are reflected in reported results of operations in the period in which the changes are made, and if material, their effects are disclosed in the notes to the condensed consolidated financial statements. | |
Net Income or Loss per Share | |
During the three months ended March 30, 2013 and March 31, 2012, there were no differences in the amount of basic and diluted net loss per share, and 0.8 million and 0.6 million shares, respectively, were excluded from those computations because their effects were anti-dilutive to net loss per share. |
Accounts_Receivable_Net_of_All
Accounts Receivable, Net of Allowances | 3 Months Ended | ||||||||
Mar. 30, 2013 | |||||||||
Receivables [Abstract] | |||||||||
Accounts Receivable, Net of Allowances | Accounts Receivable, Net of Allowances | ||||||||
The following table presents the components of accounts receivable, net of allowances: | |||||||||
(in thousands) | March 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Trade accounts receivable | $ | 22,188 | $ | 22,954 | |||||
Contract billings | 27,376 | 37,246 | |||||||
Unbilled contract revenues | 35,929 | 42,287 | |||||||
Other unbilled revenues | 3,354 | 3,686 | |||||||
Retainage | 2,819 | 2,657 | |||||||
Accounts receivable, gross | 91,666 | 108,830 | |||||||
Allowance for doubtful accounts | (5,605 | ) | (6,340 | ) | |||||
Accounts receivable, net of allowances | $ | 86,061 | $ | 102,490 | |||||
All components of accounts receivable are expected to be collected within one year, except for retainage. Retainage has been billed but is not due until completion of performance and acceptance by customers according to the terms of contracts. | |||||||||
The following table presents the components of unbilled contract revenues, as presented above, net of billings in excess of costs and estimated earnings, a component of other current liabilities: | |||||||||
(in thousands) | March 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Costs of in-process contracts | $ | 86,956 | $ | 85,842 | |||||
Estimated earnings, net of estimated losses | 28,672 | 30,822 | |||||||
Less: progress billings | (86,849 | ) | (79,023 | ) | |||||
$ | 28,779 | $ | 37,641 | ||||||
Unbilled contract revenues | $ | 35,929 | $ | 42,287 | |||||
Billings in excess of costs and estimated earnings | (7,150 | ) | (4,646 | ) | |||||
$ | 28,779 | $ | 37,641 | ||||||
Concentration_Risks
Concentration Risks | 3 Months Ended | ||||||||
Mar. 30, 2013 | |||||||||
Risks and Uncertainties [Abstract] | |||||||||
Concentration Risks | Concentration Risks | ||||||||
The following table presents customer concentration information as a percentage of revenues: | |||||||||
Three Months Ended | |||||||||
March 30, | March 31, | Primary Segment | |||||||
2013 | 2012 | ||||||||
Revenues from top ten customers | >90 | % | >90 | % | |||||
Revenues from significant customers: | |||||||||
DIRECTV | 41 | % | 51 | % | Fulfillment | ||||
AT&T | 18 | % | 5 | % | Engineering and Construction | ||||
Comcast | 12 | % | 19 | % | Fulfillment | ||||
At March 30, 2013, credit risk was concentrated with four customers that accounted for 78% of accounts receivable, net of allowances. Amounts due from these four customers represented 39%, 16%, 15% and 8%, respectively, of the Company’s total accounts receivable, net of allowances. | |||||||||
At December 31, 2012, credit risk was concentrated with four customers that accounted for 75% of accounts receivable, net of allowances. Amounts due from these four customers represented 52%, 9%, 8% and 6%, respectively, of the Company’s accounts receivable, net of allowances. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||
Mar. 30, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets | ||||||||||||||||||||||||
The following table presents the components of goodwill by segment: | |||||||||||||||||||||||||
March 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Impairment Losses | Net | Gross | Accumulated Impairment Losses | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Fulfillment | $ | 111,318 | $ | — | $ | 111,318 | $ | 111,336 | $ | — | $ | 111,336 | |||||||||||||
Engineering and Construction | 25,484 | 14,900 | 10,584 | 25,484 | 14,900 | 10,584 | |||||||||||||||||||
Total | $ | 136,802 | $ | 14,900 | $ | 121,902 | $ | 136,820 | $ | 14,900 | $ | 121,920 | |||||||||||||
Fulfillment segment goodwill includes $0.9 million denominated in Canadian dollars, resulting in small currency translation changes from period to period. | |||||||||||||||||||||||||
The following table presents the components of amortizable intangible assets: | |||||||||||||||||||||||||
March 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Customer relationships | $ | 97,211 | $ | 61,046 | $ | 36,165 | $ | 116,222 | $ | 78,132 | $ | 38,090 | |||||||||||||
Other | 6,981 | 3,399 | 3,582 | 7,359 | 3,436 | 3,923 | |||||||||||||||||||
Total | $ | 104,192 | $ | 64,445 | $ | 39,747 | $ | 123,581 | $ | 81,568 | $ | 42,013 | |||||||||||||
As a result of the Company’s sale of its wireline telecommunications business unit in December 2012 (see Note 10), the Company wrote off the gross amount and accumulated amortization of intangible assets related to that business unit. |
LongTerm_Debt
Long-Term Debt | 3 Months Ended | ||||||||
Mar. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Debt | Long-Term Debt | ||||||||
Long-term debt at March 30, 2013 consisted of (i) a Credit Agreement by and among the Company and several banks and other financial institutions (the “Term Loan”); and (ii) a Revolving Credit and Security Agreement by and among the Company and PNC Bank, National Association (the “Revolving Loan”). In July 2013, the Company refinanced its long-term debt, as described further in Note 14. | |||||||||
The following table presents the components of long-term debt: | |||||||||
(in thousands) | March 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Term Loan, net of debt discounts of $3,240 and $3,401, respectively | $ | 129,448 | $ | 129,572 | |||||
Revolving Loan | 20,197 | 26,892 | |||||||
Total long-term debt | 149,645 | 156,464 | |||||||
Current portion of long-term debt | 1,350 | 3,450 | |||||||
Long-term debt, net of current portion | $ | 148,295 | $ | 153,014 | |||||
The face amount of the Term Loan was $135.0 million. The Term Loan required quarterly repayments totaling 1.00% per annum of the face amount until maturity in 2018. The interest rate was LIBOR (with a floor of 1.50%) plus a margin of 7.50% or an alternate base rate (equal to the greatest of three other variable rates, as defined) plus a margin of 6.50%. Additional penalty interest of 2.00% was payable for periods in which an event of default had occurred. The interest rate on the Term Loan was 9.00% at March 30, 2013. The original amount of the Term Loan and subsequent incremental draws were issued at discounts ranging from three to four percent, which were being accreted and charged to interest expense over the remaining life of the Term Loan. | |||||||||
The Revolving Loan consisted of a $75.0 million revolving credit facility with up to $35.0 million available for issuance of letters of credit. The Revolving Loan was scheduled to mature in 2016. The interest rate was LIBOR (with no floor) plus a margin of between 2.25% and 2.75% or an alternate base rate (equal to the greatest of three other variable rates, as defined) plus a margin of between 1.25% and 1.75%. Additional penalty interest of 2.00% was payable for periods in which an event of default had occurred. The interest rate on the Revolving Loan was 2.48% at March 30, 2013. The Revolving Loan also required quarterly payments of a commitment fee of 0.375% of the unused balance of the facility. | |||||||||
Availability under the Revolving Loan was $2.8 million at March 30, 2013, which was calculated based on a borrowing base of $45.4 million of eligible receivables, less outstanding letters of credit issued to third parties of $22.4 million and outstanding borrowings under the Revolving Loan of $20.2 million. | |||||||||
The Term Loan and the Revolving Loan contained customary representations and warranties as well as provisions for repayment, guarantees, other security and customary events of default. The Term Loan and the Revolving Loan also provided the lenders security interests in the collateral of the Company. The Revolving Loan had a first lien security interest in the Company’s accounts receivable and inventory, and the Term Loan had a second lien interest in the accounts receivable and inventory and a first lien interest in all other assets of the Company. | |||||||||
The Revolving Loan required the Company to maintain a lock-box with the lender and contained a subjective acceleration clause. In July 2013, the Company refinanced the Revolving Loan on a long-term basis, which permitted the Company to classify as long-term debt, net of current portion, an amount no greater than the $24.8 million of Revolving Loan that was repaid in connection with the refinancing. | |||||||||
Covenants and Defaults | |||||||||
The Term Loan and the Revolving Loan required the Company to be in compliance with specified financial covenants, as defined in each respective agreement, including (i) a Consolidated Leverage Ratio of less than a range of 4.75 – 3.25 to 1.00 (such ratio declining over time); (ii) a Fixed Charge Coverage Ratio of not less than 1.20:1.00 for every fiscal quarter ended after the end of fiscal year 2011; and (iii) certain other covenants related to the operation of the Company’s business in the ordinary course. In the event of noncompliance with the covenants, the lenders were entitled to certain remedies, including accelerated repayment of the Term Loan and the Revolving Loan. | |||||||||
The restatement of the Company’s consolidated financial statements for periods in 2011 and 2012, delays in filing its consolidated financial statements on a timely basis with the SEC and certain misrepresentations by former members of management created events of default and covenant compliance violations under the Term Loan and the Revolving Loan. As a result of the events of default, the Company incurred $0.6 million of penalty interest for the three months ended March 30, 2013, which was applied to the principal balance of the Term Loan. | |||||||||
In the second and third quarters of 2013, the Company entered into a series of forbearance agreements with the lenders under the Term Loan and the Revolving Loan which provided that the lenders would not exercise their rights in response to the covenants compliance violations and events of default. In July 2013, the Company refinanced its long-term debt. Additional information about these events is included in Note 14. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 30, 2013 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements |
Assets and Liabilities for which Fair Value is only Disclosed | |
The carrying values of cash, accounts receivable, accounts payable and financial instruments included in other current assets and other current liabilities are presented in the condensed consolidated balance sheets at historical cost, which is materially representative of their fair value due to the relatively short-term maturities of these assets and liabilities (Level 2 measurements). The carrying values of capital lease obligations and long-term debt approximate fair value because they bear interest at rates available to the Company for obligations with similar terms and remaining maturities (Level 2 measurements). | |
Derivative Instruments | |
Pursuant to the requirements of the Term Loan, the Company maintained interest rate collar agreements covering 50% of the face value of the Term Loan, or $67.5 million at March 30, 2013 and December 31, 2012. These interest rate collar agreements matured in July 2013. The fair value of the interest rate collar agreements was not material to the Company’s condensed consolidated financial statements. |
Legal_and_Regulatory_Contingen
Legal and Regulatory Contingencies | 3 Months Ended |
Mar. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Regulatory Contingencies | Legal and Regulatory Contingencies |
There has been a consolidated class action lawsuit filed in the United States District Court for the Eastern District of Pennsylvania against the Company and certain of its current and former officers entitled In Re UniTek Global Services, Inc. Securities Litigation, Civil Action NO. 13-2119. The case alleges that the Company made misstatements and omissions regarding its business, its financial condition and its internal controls and systems in violation of the Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Subject to certain limitations, the Company is obligated to indemnify its current and former officers in connection with any regulatory or litigation matter. This obligation arises under the terms of the Company’s Amended and Restated Articles of Incorporation, the Company’s Amended and Restated Bylaws and Delaware law. An obligation to indemnify generally means that the Company is required to pay or reimburse the individual’s reasonable legal expenses and possibly damages and other liabilities that may be incurred. The Company believes that it is likely that any potential loss exposure above its deductible of $0.3 million would be covered under the related insurance policies. No costs related to these indemnifications were incurred for the three months ended March 30, 2013. | |
The Company had a FLSA collective action filed against it in February 2008. In October 2012, a judgment was entered for the plantiffs. The judgment has not yet become final and appealable, but the Company intends to appeal it promptly as soon as it does become final and appealable. The Company believes that the potential loss exposure for this action is zero to $3.8 million and that it has accrued adequate reserves for any resulting loss. | |
The Company also is involved in certain other legal and regulatory actions from time to time which arise in the ordinary course of the Company’s business. The Company accrues for such matters when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company is unable to predict the outcome of these matters, but does not believe that the ultimate resolution of such matters will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. However, if certain of such matters were determined adversely to the Company, although the ultimate liability arising therefrom would not be material to the financial position of the Company, it could be material to its results of operations in an individual quarterly or annual period. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |||||||||||||||||||||
Mar. 30, 2013 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||||||||||||||
As of March 30, 2013, the Company sponsored three stock-based compensation plans; the 1999 Securities Plan (the “1999 Plan”), the 2007 Equity Incentive Plan (the “2007 Plan”) and the 2009 Omnibus Securities Plan (the “2009 Plan”) (collectively, the “Plans”). | ||||||||||||||||||||||
The Plans provide for the grant of restricted stock units (“RSUs”), stock options and certain other stock-based instruments. As of March 30, 2013, a total of 1.8 million shares of the Company’s common stock had been authorized for issuance under the 2009 Plan, of which 0.1 million shares were eligible for the grant of awards. There were no remaining shares authorized or eligible for grant under the 1999 Plan or the 2007 Plan. | ||||||||||||||||||||||
During the three months ended March 30, 2013 and March 31, 2012, the Company incurred stock-based compensation expense of $0.8 million and $2.1 million, respectively, as a component of selling, general and administrative expenses. Stock-based compensation expense for the three months ended March 31, 2012 included $1.4 million for the acceleration of RSU vesting related to the separations of the former Chief Executive Officer and the former Executive Chairman. | ||||||||||||||||||||||
Plan Activity | ||||||||||||||||||||||
The following table presents changes in outstanding stock options, RSUs and restricted shares: | ||||||||||||||||||||||
Stock Options | RSUs | Restricted Shares | ||||||||||||||||||||
(Non-Plan) | ||||||||||||||||||||||
(in thousands, except per share amounts) | Shares | Weighted Average Exercise Price | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||
Balance at December 31, 2012 | 33 | $ | 10.42 | 232 | $ | 6.12 | 192 | $ | 2.6 | |||||||||||||
Granted | — | — | 332 | 3.86 | — | — | ||||||||||||||||
Exercised or vested(1) | — | — | (50 | ) | 4.07 | (48 | ) | 2.6 | ||||||||||||||
Cancelled, forfeited or expired | (13 | ) | 9.56 | (4 | ) | 9.42 | — | — | ||||||||||||||
Balance at March 30, 2013 | 20 | 10.97 | 510 | 4.82 | 144 | 2.6 | ||||||||||||||||
-1 | Represents exercises of stock options and vesting of RSUs and restricted shares, pursuant to underlying agreements. | |||||||||||||||||||||
During the three months ended March 30, 2013, the Company granted 208,016 RSUs to management and 124,032 RSUs to members of the Board of Directors as a portion of their compensation for their service on the Board for 2013. During that same period, 48,077 restricted shares vested as scheduled, and the Company entered into an agreement with a former member of senior management entitling him to the immediate vesting of 49,666 RSUs. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 30, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
The Company’s effective tax rate differs from the Federal statutory tax rate of 35% primarily because it has not yet achieved profitable operations outside of Canada. As a result, the Company’s non-Canadian deferred tax assets do not satisfy the criteria for realizability, and it has established a full valuation allowance for such assets. In addition, the Company is required to pay incomes taxes in certain states and localities in which it does business. |
Discontinued_Operations
Discontinued Operations | 3 Months Ended | ||||||||
Mar. 30, 2013 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Discontinued Operations | Discontinued Operations | ||||||||
On December 28, 2012, the Company sold substantially all of the assets of the wireline telecommunications business unit (the “Wireline Group”), a portion of the Engineering and Construction segment, to NX Utilities, LLC (“NX Utilities”). The Company has also closed certain broadband cable fulfillment and wireless service locations. As a result, the results of operations of the Wireline Group and the closed locations have been reclassified as discontinued operations for all periods presented. | |||||||||
The following table presents the results of discontinued operations: | |||||||||
Three Months Ended | |||||||||
(in thousands) | March 30, | March 31, | |||||||
2013 | 2012 | ||||||||
Revenues | $ | 1,667 | $ | 15,555 | |||||
Loss from discontinued operations before income taxes | (611 | ) | (1,186 | ) | |||||
Income tax expense from discontinued operations | 10 | 743 | |||||||
Loss from discontinued operations | $ | (621 | ) | $ | (1,929 | ) |
Restatement_Investigation_and_
Restatement, Investigation and Related Costs | 3 Months Ended |
Mar. 30, 2013 | |
Extraordinary and Unusual Items [Abstract] | |
Restatement, Investigation and Related Costs | Restatement, Investigation and Related Costs |
On April 12, 2013, the Company announced that as a result of an internal investigation conducted by the Audit Committee of the Company’s Board of Directors, with the assistance of outside independent counsel and a forensic accounting firm (the “Audit Committee Investigation”), it was determined that several employees of the Company’s Pinnacle Wireless division engaged in fraudulent activities that resulted in improper revenue recognition. In connection with the Audit Committee Investigation, the former President of the Pinnacle Wireless division and several other employees of the Pinnacle Wireless division were terminated. In addition, the Company’s former Chief Financial Officer, former Chief Accounting Officer and another former finance department employee were terminated. | |
As a result of the Audit Committee Investigation, the Company concluded that certain previously issued financial statements could no longer be relied upon due to the improper revenue recognition at the Pinnacle Wireless division and certain other errors related to the valuation of contingent consideration, the application of a revenue recognition policy and classification of debt and cash overdrafts. The Company undertook a process to restate those financial statements (the “Restatement”), which it completed with the filing of its 2012 Form 10-K in August 2013. | |
The Audit Committee Investigation and the Restatement required the Company to incur substantial additional costs for audit fees and other professional services, including the cost of litigation and consultants, a portion of which was recognized during the three months ended March 30, 2013. Such costs are presented as restatement, investigation and related costs on the Company’s condensed consolidated statements of comprehensive income or loss. |
Restructuring
Restructuring | 3 Months Ended | |||
Mar. 30, 2013 | ||||
Restructuring and Related Activities [Abstract] | ||||
Restructuring | Restructuring | |||
During 2012 and 2013, the Company made changes to its management structure in order to align its executive management for continued growth in wireless and fulfillment services. Future payments of approximately $2.6 million will occur primarily in 2013, with some payments extending into 2014. Restructuring charges of $0.5 million for the three months ended March 30, 2013 resulted from the separation of a former member of senior management. | ||||
The following table presents the changes in accrued restructuring costs: | ||||
(in thousands) | One-Time Termination Benefits | |||
Balance at December 31, 2012 | $ | 2,812 | ||
Restructuring charges | 479 | |||
Amounts paid | (730 | ) | ||
Balance at March 30, 2013 | $ | 2,561 | ||
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||
Mar. 30, 2013 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Reporting | Segment Reporting | |||||||
The Company reports its results in two segments based on the services that it provides and the industries that it serves. The Company’s Fulfillment segment provides comprehensive installation and fulfillment services to customers in the satellite television and broadband cable industries. Revenues in this segment are primarily recurring in nature and based on predetermined rates for each type of service performed. The Company’s Engineering and Construction segment provides infrastructure services, systems integration for public safety and land mobile radio applications, construction and project management services to customers in the wireless telecommunications and public safety industries. Revenues in this segment are primarily contract-based and are recognized primarily using the percentage-of-completion method using certain estimated costs incurred to-date or milestones achieved to measure progress towards completion. | ||||||||
The Company evaluates the performance of its operating segments based on several factors, one of which is adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), which is a non-GAAP measure. Management believes that operating income or loss represents the closest GAAP measure to Adjusted EBITDA. | ||||||||
The following table presents selected segment financial information: | ||||||||
Three Months Ended | ||||||||
(in thousands) | March 30, | March 31, | ||||||
2013 | 2012 | |||||||
Revenues: | ||||||||
Fulfillment | $ | 74,430 | $ | 68,857 | ||||
Engineering and Construction | 39,408 | 17,282 | ||||||
Total | $ | 113,838 | $ | 86,139 | ||||
Operating loss: | ||||||||
Fulfillment | $ | (102 | ) | $ | (2,776 | ) | ||
Engineering and Construction | (2,259 | ) | (15,618 | ) | ||||
Total | $ | (2,361 | ) | $ | (18,394 | ) |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||||
Mar. 30, 2013 | |||||
Subsequent Events [Abstract] | |||||
Subsequent Events | Subsequent Events | ||||
Issuance of Stock-Based Compensation | |||||
As a result of the Audit Committee Investigation, described further in Note 11, the former Chief Financial Officer, former Chief Accounting Officer and former President of Pinnacle Wireless were terminated during the second quarter of 2013, resulting in the forfeiture of 128,750 RSUs. On April 24, 2013 and June 4, 2013, the Company awarded 14,424 and 47,850 RSUs, respectively, to new members of management. | |||||
Non-Compliance with NASDAQ Listing Rules | |||||
On April 16, 2013, May 20, 2013 and August 26, 2013, the Company received letters from the NASDAQ Stock Market (“NASDAQ”) stating that the Company was not in compliance with NASDAQ listing rules because the Company did not timely file its Annual Report on Form 10-K for the year ended December 31, 2012 and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 30, 2013 and June 29, 2013. The Company submitted to NASDAQ a plan to regain compliance with its listing rules, and NASDAQ advised the Company that it was afforded an exception through October 14, 2013 to regain compliance. Subsequently, on August 12, 2013 the Company filed its Form 10-K for the year ended December 31, 2012. The Company must file Forms 10-Q for the quarterly periods ended March 30, 2013 and June 29, 2013 on or before October 14, 2013 to regain compliance. Because the Securities and Exchange Commission is closed on October 14, 2013 and therefore will not accept filings, the Company will undertake to file the Forms 10-Q early in the morning of October 15, 2013. If the Company is not able to regain compliance within this timeframe, NASDAQ could remove the Company’s common stock from its listings. | |||||
Class Action Lawsuit | |||||
As discussed further in Note 7, a consolidated class action law suit was filed against the Company and certain of its current and former officers subsequent to March 30, 2013. | |||||
Non-Compliance with Term Loan and Revolving Loan | |||||
As a result of the findings from the Audit Committee Investigation, the Company experienced events of default under its Term Loan and its Revolving Loan. During the second quarter of 2013 and through the refinancing of its debt in July 2013, the Company entered into a series of forbearance agreements providing for standstill periods with respect to the events of default. Pursuant to those agreements, the Company incurred forbearance fees of 0.50% and 2.50% of the principal amount of the Term Loan, or $0.7 million and $3.3 million, respectively, during the second quarter of 2013, both of which were added to the principal amount of the Term Loan. The Company also paid forbearance fees of $0.2 million during the second quarter of 2013 related to the Revolving Loan. Both of these fees will be recorded as interest expense for the three months ended June 29, 2013. | |||||
The Company incurred $1.3 million of penalty interest for the period from October 1, 2012 through March 31, 2013 associated with the events of default, of which $0.7 million and $0.6 million was included in interest expense for the fourth quarter of 2012 and the first quarter of 2013, respectively. Additionally, due to the defaults, the Company paid additional cash interest of $0.9 million on the Term Loan from April 1, 2013 to July 26, 2013. | |||||
Refinancing of Revolving Loan | |||||
On July 10, 2013, the Company entered into a Revolving Credit and Security Agreement and an Amended and Restated Fee Letter, both dated as of July 10, 2013 and amended on July 25, 2013 (collectively the “New Revolving Loan”), by and among the Company, certain subsidiaries thereof, and Apollo Investment Corporation. | |||||
The New Revolving Loan provides for a $75.0 million revolving credit facility. Availability under the New Revolving Loan is calculated by reference to a borrowing base that is determined based on a percentage of eligible receivables, less the maximum amount of all undrawn letters of credit, less such reserves as the agent may reasonably deem necessary, plus an amount not to exceed the Additional Borrowing Base Amount. The Additional Borrowing Base Amount was defined as (i) from July 10, 2013 through October 31, 2013, an amount equal to $30.0 million; (ii) from November 1, 2013 through and including November 30, 2013, an amount equal to $25.0 million; and (iii) thereafter, an amount equal to $20.0 million. The New Revolving Loan may be used for general business purposes and matures on April 15, 2016. | |||||
The following table presents the uses of cash proceeds from the New Revolving Loan: | |||||
(in thousands) | July 10, | ||||
2013 | |||||
Repayment of previous Revolving Loan | $ | 24,822 | |||
Collateralization of letters of credit under previous Revolving Loan | 24,716 | ||||
Payment of accrued interest and fees | 261 | ||||
Additional borrowings for general business purposes | 15,201 | ||||
Cash proceeds from New Revolving Loan | $ | 65,000 | |||
In addition to the repayment of the previous Revolving Loan on July 10, 2013, the Company was required to deposit $24.7 million of cash with its former lenders as collateral for $23.9 million of letters of credit issued under the previous Revolving Loan. The cash collateral is repayable to the Company upon transfer of the related letters of credit to the issuing bank pursuant to the terms of the New Revolver, which the Company has the ability and intent to perform within one year. | |||||
The following table presents the costs of refinancing the Revolving Loan: | |||||
(in thousands) | Amount | ||||
Write-off of unamortized deferred financing costs | $ | 465 | |||
New costs related to: | |||||
Previous lenders and lenders’ counsel | 65 | ||||
Current lenders and lenders’ counsel | 3,557 | ||||
Third parties | 1,192 | ||||
Total costs for refinancing | $ | 5,279 | |||
The Company may draw on the New Revolving Loan and repay amounts borrowed in unlimited repetition up to the maximum allowed amount so long as no event of default has occurred and is continuing. The interest rate on the New Revolving Loan is LIBOR (with a floor of 1.00%) plus a margin of 9.25% or an alternate base rate (equal to the greatest of three other variable rates, as defined) plus a margin of 8.25%. The Revolving Loan is subject to a commitment fee of 2.00% on the Maximum Revolving Advance Amount less the sum of (i) average daily unpaid balance of revolving advances; and (ii) the maximum undrawn amount of all outstanding letters of credit. Letters of credit up to $35.0 million may be issued pursuant to the New Revolving Loan at an annual interest rate equal to 9.00%. However, all issued and outstanding letters of credit reduce the availability on a dollar for dollar basis. | |||||
The New Revolving Loan contains customary representations and warranties as well as provisions for repayment, guarantees and other security. Specifically, the New Revolving Loan provides the Revolving Lenders with security interests in the collateral of the Company and certain subsidiaries thereof. The New Revolving Loan also contains customary events of default (which are in some cases subject to certain exceptions, thresholds and grace periods) including, but not limited to, nonpayment of principal and interest, failure to perform or observe covenants, breaches of representations and warranties and certain bankruptcy-related events. | |||||
The New Revolving Loan requires the Company and certain subsidiaries thereof to be in compliance with specified covenants, including (i) a “Fixed Charge Coverage Ratio” (as such term is defined in the Revolving Credit Agreement) of not less than 1.2 to 1.0 for every fiscal quarter ended from and after the fiscal quarter ending March 31, 2014; and (ii) certain other covenants related to the operation of the Company’s business in the ordinary course. In the event of noncompliance with the financial covenant and other defined events of default, the Revolving Lenders are entitled to certain remedies, including acceleration of the repayment of amounts outstanding on the Revolving Loan. | |||||
Pursuant to its receipt of a commitment letter from Apollo for the New Revolving Loan, the Company paid a commitment fee equal to 4% of the aggregate amount of the commitment under the New Revolving Loan, which totaled $3.0 million. An exit fee equal to 1% of the aggregate commitment under the New Revolving Loan is payable if the obligations under the New Revolving Loan are not paid in full and the New Revolving Loan is not voluntarily terminated within one year, and subject to certain other conditions set forth in the Amended and Restated Fee Letter. | |||||
Amendment of Term Loan and Issuance of Warrants | |||||
Effective July 25, 2013, the Company entered into a Second Amendment and Limited Waiver to Credit Agreement (together with the Term Loan, the “Amended Term Loan”). In addition to waiving various historical events of default, the Amended Term Loan: | |||||
• | Charged a higher interest rate, payable in cash at a rate equal to either LIBOR (with a floor of 1.50%) plus a margin of 9.50% or an alternate base rate (equal to the greatest of three other variable rates, as defined) plus a margin of 8.50%, plus in either case “PIK interest” to be added to the principal balance of the term loan at an annual rate equal to 4.00% of the outstanding balance. | ||||
• | Modified the mandatory prepayments of annual Excess Cash Flow (“ECF”), as defined to (i) increase the rate from 50% to 75% of ECF paid annually until the Consolidated Leverage Ratio is below 2.50:1.00, at which point the rate will decrease to 50%; and (ii) increased the minimum liquidity floor to $10 million (for the 2013 calculation payable in 2014) after giving effect to such payment of ECF. | ||||
• | Reduced the maximum allowable outstanding principal for capital lease obligations to $15.0 million. | ||||
• | Limited capital expenditures (excluding expenditures related to capital leases) to a maximum of (i) $7.0 million for the 2013 fiscal year; and (ii) $8.0 million per annum for each fiscal year thereafter, provided that up to 100% of such amount in 2013 or the years thereafter, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year. | ||||
• | Modified financial covenants for the Consolidated Leverage Ratio and Fixed Charge Coverage Ratio as follows: | ||||
Consolidated Leverage Ratio | Fixed Charge Coverage Ratio | ||||
Twelve months ending: | |||||
30-Sep-13 | 5.65:1.00 | 1.29:1.00 | |||
31-Dec-13 | 4.90:1.00 | 1.32:1.00 | |||
31-Mar-14 | 4.87:1.00 | 1.25:1.00 | |||
30-Jun-14 | 4.26:1.00 | 1.31:1.00 | |||
30-Sep-14 | 4.11:1.00 | 1.32:1.00 | |||
31-Dec-14 | 3.94:1.00 | 1.38:1.00 | |||
Thereafter, the Consolidated Leverage Ratio decreases over time and the Fixed Charge Coverage Ratio increases over time to final ratios of 1.65:1.00 and 2.82:1.00, respectively, for the twelve month period ending December 31, 2017. | |||||
The Amended Term Loan will continue to mature on April 15, 2018. The following table presents the rollforward of outstanding borrowings under the Term Loan and the Amended Term Loan from December 31, 2012 to the effective date of the amendment: | |||||
(in thousands) | Amount | ||||
Outstanding at December 31, 2012 | $ | 132,973 | |||
Forbearance fees (0.5% and 2.5%) | 4,031 | ||||
Noncash penalty interest added to Term Loan | 1,339 | ||||
Scheduled principal payments | (623 | ) | |||
Second amendment waiver and amendment fee (2%) | 2,754 | ||||
Outstanding at July 25, 2013 | $ | 140,474 | |||
In connection with the forbearance agreements, the Company added to the principal of the Term Loan the 0.5% and 2.5% forbearance fees totaling $4.0 million, which were incurred during the three months ended June 29, 2013, and penalty interest of $1.3 million, of which $0.7 million and $0.6 million were incurred during the three months ended December 31, 2012 and March 30, 2013, respectively. The Company also paid its scheduled principal payments of $0.6 million. In connection with the amendment, the lenders also received a waiver and amendment fee equal to 2.00% of the outstanding loan balance, or $2.8 million, which was added to the principal of the Amended Term Loan. | |||||
The following table presents the costs related to the amendment of the Term Loan in the third quarter of 2013: | |||||
(in thousands) | Amount | ||||
Write-off of unamortized deferred financing costs | $ | 2,693 | |||
Write-off of unamortized debt discount | 3,025 | ||||
New costs related to: | |||||
Lenders and lenders’ counsel | 2,998 | ||||
Third parties | 1,717 | ||||
Total costs for refinancing | $ | 10,433 | |||
In connection with the Amended Term Loan, the Company issued warrants to its lenders, exercisable at $0.01 per share, for 3.8 million shares of the Company’s common stock, an amount equal to 19.99% of the shares outstanding prior to the effective date of the Amended Term Loan. | |||||
The warrants are subject to a Registration Rights Agreement which requires the Company to file a registration statement by November 15, 2013 to provide for resales and transfers of the common stock issuable upon any conversion or exercise of the warrants. If the registration statement filed is not declared effective within 120 days thereafter, subject to certain conditions, exceptions and grace periods, the Company must pay liquidated damages pursuant to the terms of the Registration Rights Agreement. | |||||
Letter from DIRECTV, LLC | |||||
On May 16, 2013 the Company announced that its subsidiary, DirectSat USA, LLC, had received a letter from DIRECTV, LLC providing 180-day notice of the termination of its master services agreement with DirectSat, effective November 8, 2013. Shortly following the receipt of the notice, DirectSat entered into a termination withdrawal agreement with DirectTV providing that the notice of termination would be automatically withdrawn upon the satisfaction of certain conditions. On July 25, 2013, DIRECTV, LLC formally withdrew its notice of termination after the Company notified it that the Company had satisfied all conditions requested in the withdrawal agreement. | |||||
Skylink Earn-out | |||||
The Company has not yet paid $6.0 million that was due to the sellers of Skylink on May 31, 2013, consisting primarily of amounts due for the second earn-out. However, the obligation to make this payment required certain conditions to be met, including compliance with debt covenants which occurred on July 25, 2013 and minimum levels of liquidity after giving effect to such payments, which have not yet occurred. Beginning on May 31, 2013 this obligation accrues interest at an amount equal to 10% per annum and contains an optional equity conversion right permitting the conversion of unpaid amounts into a maximum of 3,715,915 shares of the Company’s common stock, which amount is equal to 19.9% of the number of shares outstanding as of September 13, 2012, the date of the purchase agreement for the acquisition of Skylink. The conversion price would be calculated based on the 20-day trailing volume-weighted average of the closing prices of the common stock as of the date of the conversion. Any unpaid amounts not so converted would remain payable in cash. | |||||
Claim from NX Utilities | |||||
On July 15, 2013, NX Utilities submitted a request to reconcile and resolve the final payment associated with the Wireline Sale Agreement including transactions that had occurred subsequent to the sale. The claim related to the Wireline Group’s assets (less liabilities transferred) that were transferred by the Company to NX Utilities in December 2012, and the Company has recorded its best estimate of the liability to the buyers. The Company believes that neither this liability nor any additional liability that may result from the final reconciliation is material to its financial position or results of operations. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of UniTek Global Services, Inc. and its subsidiaries (“UniTek” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and pursuant to the rules and regulations of the United States Securities and Exchange Commission. In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly its results of its operations and cash flows at the dates and for the periods indicated. All intercompany transactions and balances among subsidiaries have been eliminated in consolidation.The results of operations for the interim periods are not necessarily indicative of the results for the full fiscal year. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, the reported amounts of revenues and expenses, and certain of the amounts contained in the notes to the condensed consolidated financial statements. Although such assumptions are based on management’s best knowledge of current events and actions the Company may undertake in the future, actual results could differ significantly from those estimates and assumptions. The Company’s more significant estimates relate to revenue recognition, impairment testing of goodwill, indefinite-lived intangible assets and other long-lived assets, the allowance for doubtful accounts, accrued insurance, income taxes and litigation and contingencies. |
In the ordinary course of accounting for the items discussed above, the Company makes changes in estimates as appropriate and as the Company becomes aware of circumstances surrounding those estimates. Such changes in estimates are reflected in reported results of operations in the period in which the changes are made, and if material, their effects are disclosed in the notes to the condensed consolidated financial statements. |
Accounts_Receivable_Net_of_All1
Accounts Receivable, Net of Allowances (Tables) | 3 Months Ended | ||||||||
Mar. 30, 2013 | |||||||||
Receivables [Abstract] | |||||||||
Components of Accounts Receivable, Net of Allowances | The following table presents the components of accounts receivable, net of allowances: | ||||||||
(in thousands) | March 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Trade accounts receivable | $ | 22,188 | $ | 22,954 | |||||
Contract billings | 27,376 | 37,246 | |||||||
Unbilled contract revenues | 35,929 | 42,287 | |||||||
Other unbilled revenues | 3,354 | 3,686 | |||||||
Retainage | 2,819 | 2,657 | |||||||
Accounts receivable, gross | 91,666 | 108,830 | |||||||
Allowance for doubtful accounts | (5,605 | ) | (6,340 | ) | |||||
Accounts receivable, net of allowances | $ | 86,061 | $ | 102,490 | |||||
Components of Unbilled Contract Revenues and Billings in Excess of Costs and Estimated Earnings | The following table presents the components of unbilled contract revenues, as presented above, net of billings in excess of costs and estimated earnings, a component of other current liabilities: | ||||||||
(in thousands) | March 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Costs of in-process contracts | $ | 86,956 | $ | 85,842 | |||||
Estimated earnings, net of estimated losses | 28,672 | 30,822 | |||||||
Less: progress billings | (86,849 | ) | (79,023 | ) | |||||
$ | 28,779 | $ | 37,641 | ||||||
Unbilled contract revenues | $ | 35,929 | $ | 42,287 | |||||
Billings in excess of costs and estimated earnings | (7,150 | ) | (4,646 | ) | |||||
$ | 28,779 | $ | 37,641 | ||||||
Concentration_Risks_Tables
Concentration Risks (Tables) | 3 Months Ended | ||||||||
Mar. 30, 2013 | |||||||||
Risks and Uncertainties [Abstract] | |||||||||
Revenue Concentration as a Percentage of Consolidated Revenue | The following table presents customer concentration information as a percentage of revenues: | ||||||||
Three Months Ended | |||||||||
March 30, | March 31, | Primary Segment | |||||||
2013 | 2012 | ||||||||
Revenues from top ten customers | >90 | % | >90 | % | |||||
Revenues from significant customers: | |||||||||
DIRECTV | 41 | % | 51 | % | Fulfillment | ||||
AT&T | 18 | % | 5 | % | Engineering and Construction | ||||
Comcast | 12 | % | 19 | % | Fulfillment |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 30, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||
Components of Goodwill by Segment | The following table presents the components of goodwill by segment: | ||||||||||||||||||||||||
March 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Impairment Losses | Net | Gross | Accumulated Impairment Losses | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Fulfillment | $ | 111,318 | $ | — | $ | 111,318 | $ | 111,336 | $ | — | $ | 111,336 | |||||||||||||
Engineering and Construction | 25,484 | 14,900 | 10,584 | 25,484 | 14,900 | 10,584 | |||||||||||||||||||
Total | $ | 136,802 | $ | 14,900 | $ | 121,902 | $ | 136,820 | $ | 14,900 | $ | 121,920 | |||||||||||||
Components of Amortizable Intangible Assets | The following table presents the components of amortizable intangible assets: | ||||||||||||||||||||||||
March 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Customer relationships | $ | 97,211 | $ | 61,046 | $ | 36,165 | $ | 116,222 | $ | 78,132 | $ | 38,090 | |||||||||||||
Other | 6,981 | 3,399 | 3,582 | 7,359 | 3,436 | 3,923 | |||||||||||||||||||
Total | $ | 104,192 | $ | 64,445 | $ | 39,747 | $ | 123,581 | $ | 81,568 | $ | 42,013 | |||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | ||||||||
Mar. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Components of Long Term Debt | The following table presents the components of long-term debt: | ||||||||
(in thousands) | March 30, | December 31, | |||||||
2013 | 2012 | ||||||||
Term Loan, net of debt discounts of $3,240 and $3,401, respectively | $ | 129,448 | $ | 129,572 | |||||
Revolving Loan | 20,197 | 26,892 | |||||||
Total long-term debt | 149,645 | 156,464 | |||||||
Current portion of long-term debt | 1,350 | 3,450 | |||||||
Long-term debt, net of current portion | $ | 148,295 | $ | 153,014 | |||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | |||||||||||||||||||||
Mar. 30, 2013 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||
Stock Options, RSUs and Restricted Shares | The following table presents changes in outstanding stock options, RSUs and restricted shares: | |||||||||||||||||||||
Stock Options | RSUs | Restricted Shares | ||||||||||||||||||||
(Non-Plan) | ||||||||||||||||||||||
(in thousands, except per share amounts) | Shares | Weighted Average Exercise Price | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||||||||
Balance at December 31, 2012 | 33 | $ | 10.42 | 232 | $ | 6.12 | 192 | $ | 2.6 | |||||||||||||
Granted | — | — | 332 | 3.86 | — | — | ||||||||||||||||
Exercised or vested(1) | — | — | (50 | ) | 4.07 | (48 | ) | 2.6 | ||||||||||||||
Cancelled, forfeited or expired | (13 | ) | 9.56 | (4 | ) | 9.42 | — | — | ||||||||||||||
Balance at March 30, 2013 | 20 | 10.97 | 510 | 4.82 | 144 | 2.6 | ||||||||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 3 Months Ended | ||||||||
Mar. 30, 2013 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||
Schedule of the Results of Discontinued Operations | The following table presents the results of discontinued operations: | ||||||||
Three Months Ended | |||||||||
(in thousands) | March 30, | March 31, | |||||||
2013 | 2012 | ||||||||
Revenues | $ | 1,667 | $ | 15,555 | |||||
Loss from discontinued operations before income taxes | (611 | ) | (1,186 | ) | |||||
Income tax expense from discontinued operations | 10 | 743 | |||||||
Loss from discontinued operations | $ | (621 | ) | $ | (1,929 | ) |
Restructuring_Tables
Restructuring (Tables) | 3 Months Ended | |||
Mar. 30, 2013 | ||||
Restructuring and Related Activities [Abstract] | ||||
Changes in Accrued Restructuring Costs | The following table presents the changes in accrued restructuring costs: | |||
(in thousands) | One-Time Termination Benefits | |||
Balance at December 31, 2012 | $ | 2,812 | ||
Restructuring charges | 479 | |||
Amounts paid | (730 | ) | ||
Balance at March 30, 2013 | $ | 2,561 | ||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
Mar. 30, 2013 | ||||||||
Segment Reporting [Abstract] | ||||||||
Selected Segment Financial Information | The following table presents selected segment financial information: | |||||||
Three Months Ended | ||||||||
(in thousands) | March 30, | March 31, | ||||||
2013 | 2012 | |||||||
Revenues: | ||||||||
Fulfillment | $ | 74,430 | $ | 68,857 | ||||
Engineering and Construction | 39,408 | 17,282 | ||||||
Total | $ | 113,838 | $ | 86,139 | ||||
Operating loss: | ||||||||
Fulfillment | $ | (102 | ) | $ | (2,776 | ) | ||
Engineering and Construction | (2,259 | ) | (15,618 | ) | ||||
Total | $ | (2,361 | ) | $ | (18,394 | ) |
Subsequent_Events_Tables
Subsequent Events (Tables) | 3 Months Ended | ||||
Mar. 30, 2013 | |||||
Subsequent Events [Abstract] | |||||
Schedule of Use of Cash Proceeds from the New Revolving Loan | The following table presents the uses of cash proceeds from the New Revolving Loan: | ||||
(in thousands) | July 10, | ||||
2013 | |||||
Repayment of previous Revolving Loan | $ | 24,822 | |||
Collateralization of letters of credit under previous Revolving Loan | 24,716 | ||||
Payment of accrued interest and fees | 261 | ||||
Additional borrowings for general business purposes | 15,201 | ||||
Cash proceeds from New Revolving Loan | $ | 65,000 | |||
Schedule of Costs for the Refinancing of the Revolving Loan | The following table presents the costs of refinancing the Revolving Loan: | ||||
(in thousands) | Amount | ||||
Write-off of unamortized deferred financing costs | $ | 465 | |||
New costs related to: | |||||
Previous lenders and lenders’ counsel | 65 | ||||
Current lenders and lenders’ counsel | 3,557 | ||||
Third parties | 1,192 | ||||
Total costs for refinancing | $ | 5,279 | |||
Schedule of Consolidated Leverage and Fixed Charge Coverage Ratios | Modified financial covenants for the Consolidated Leverage Ratio and Fixed Charge Coverage Ratio as follows: | ||||
Consolidated Leverage Ratio | Fixed Charge Coverage Ratio | ||||
Twelve months ending: | |||||
30-Sep-13 | 5.65:1.00 | 1.29:1.00 | |||
31-Dec-13 | 4.90:1.00 | 1.32:1.00 | |||
31-Mar-14 | 4.87:1.00 | 1.25:1.00 | |||
30-Jun-14 | 4.26:1.00 | 1.31:1.00 | |||
30-Sep-14 | 4.11:1.00 | 1.32:1.00 | |||
31-Dec-14 | 3.94:1.00 | 1.38:1.00 | |||
Schedule of Rollforward of Amended Term Loan | The following table presents the rollforward of outstanding borrowings under the Term Loan and the Amended Term Loan from December 31, 2012 to the effective date of the amendment: | ||||
(in thousands) | Amount | ||||
Outstanding at December 31, 2012 | $ | 132,973 | |||
Forbearance fees (0.5% and 2.5%) | 4,031 | ||||
Noncash penalty interest added to Term Loan | 1,339 | ||||
Scheduled principal payments | (623 | ) | |||
Second amendment waiver and amendment fee (2%) | 2,754 | ||||
Outstanding at July 25, 2013 | $ | 140,474 | |||
Schedule of Costs for the Amendment of the Term Loan | The following table presents the costs related to the amendment of the Term Loan in the third quarter of 2013: | ||||
(in thousands) | Amount | ||||
Write-off of unamortized deferred financing costs | $ | 2,693 | |||
Write-off of unamortized debt discount | 3,025 | ||||
New costs related to: | |||||
Lenders and lenders’ counsel | 2,998 | ||||
Third parties | 1,717 | ||||
Total costs for refinancing | $ | 10,433 | |||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | |
Share data in Millions, unless otherwise specified | Mar. 30, 2013 | Mar. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Difference in amount between basic and diluted net income (loss) per share | $0 | $0 |
Antidilutive shares excluded from computation of income or loss per share | 0.8 | 0.6 |
Accounts_Receivable_Net_of_All2
Accounts Receivable, Net of Allowances (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2013 | Dec. 31, 2012 |
Accounts Receivable, Net [Abstract] | ||
Trade accounts receivable | $22,188 | $22,954 |
Contract billings | 27,376 | 37,246 |
Unbilled contract revenues | 35,929 | 42,287 |
Other unbilled revenues | 3,354 | 3,686 |
Retainage | 2,819 | 2,657 |
Accounts receivable, gross | 91,666 | 108,830 |
Allowance for doubtful accounts | -5,605 | -6,340 |
Accounts receivable, net of allowances | 86,061 | 102,490 |
Expected time all components of accounts receivable will be collected except retainage | 1 year | |
Billings in Excess of Cost [Abstract] | ||
Costs of in-process contracts | 86,956 | 85,842 |
Estimated earnings, net of estimated losses | 28,672 | 30,822 |
Less: progress billings | -86,849 | -79,023 |
Net costs and estimated earnings in excess of billings | 28,779 | 37,641 |
Unbilled contract revenues | 35,929 | 42,287 |
Billings in excess of costs and estimated earnings | ($7,150) | ($4,646) |
Concentration_Risks_Customer_C
Concentration Risks - Customer Concentration Information (Details) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||
Mar. 30, 2013 | Dec. 31, 2012 | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 30, 2013 | Mar. 31, 2012 | |
Customer | Customer | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | Customer Concentration Risk | |
Revenues | Revenues | Revenues | Revenues | Revenues | Revenues | Revenues | Revenues | |||
Top Ten Customers | Top Ten Customers | DIRECTV | DIRECTV | AT & T | AT & T | Comcast | Comcast | |||
Customer | Customer | Fulfillment | Fulfillment | Engineering and Construction | Engineering and Construction | Fulfillment | Fulfillment | |||
Concentration of credit risk | ||||||||||
Number of major customers | 4 | 4 | 10 | 10 | ||||||
Concentration risk percentage (greater than 90% for top ten Customers) | 90.00% | 90.00% | 41.00% | 51.00% | 18.00% | 5.00% | 12.00% | 19.00% |
Concentration_Risks_Narrative_
Concentration Risks - Narrative (Details) | 3 Months Ended | 12 Months Ended |
Mar. 30, 2013 | Dec. 31, 2012 | |
Customer | Customer | |
Concentration of credit risk | ||
Account receivable concentration, number of major customers | 4 | 4 |
Credit Concentration Risk | Accounts Receivable | Top Four Customers | ||
Concentration of credit risk | ||
Concentration risk percentage | 78.00% | 75.00% |
Credit Concentration Risk | Accounts Receivable | Customer One | ||
Concentration of credit risk | ||
Concentration risk percentage | 39.00% | 52.00% |
Credit Concentration Risk | Accounts Receivable | Customer Two | ||
Concentration of credit risk | ||
Concentration risk percentage | 16.00% | 9.00% |
Credit Concentration Risk | Accounts Receivable | Customer Three | ||
Concentration of credit risk | ||
Concentration risk percentage | 15.00% | 8.00% |
Credit Concentration Risk | Accounts Receivable | Customer Four | ||
Concentration of credit risk | ||
Concentration risk percentage | 8.00% | 6.00% |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Components of Goodwill by Segment (Details) | Mar. 30, 2013 | Dec. 31, 2012 | Mar. 30, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Mar. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | USD ($) | Fulfillment | Fulfillment | Fulfillment | Engineering and Construction | Engineering and Construction |
USD ($) | CAD | USD ($) | USD ($) | USD ($) | |||
Goodwill | |||||||
Gross Amount | $136,802 | $136,820 | $111,318 | $111,336 | $25,484 | $25,484 | |
Accumulated Impairment Losses | 14,900 | 14,900 | 0 | 0 | 14,900 | 14,900 | |
Net Amount | $121,902 | $121,920 | $111,318 | 900 | $111,336 | $10,584 | $10,584 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Components of Amortizable Intangible Assets (Details) (USD $) | Mar. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Components of amortizable intangible assets, net | ||
Amortizable intangible assets | $104,192 | $123,581 |
Accumulated amortization | 64,445 | 81,568 |
Amortizable intangible assets, net | 39,747 | 42,013 |
Customer relationships | ||
Components of amortizable intangible assets, net | ||
Amortizable intangible assets | 97,211 | 116,222 |
Accumulated amortization | 61,046 | 78,132 |
Amortizable intangible assets, net | 36,165 | 38,090 |
Other | ||
Components of amortizable intangible assets, net | ||
Amortizable intangible assets | 6,981 | 7,359 |
Accumulated amortization | 3,399 | 3,436 |
Amortizable intangible assets, net | $3,582 | $3,923 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Mar. 30, 2013 | Dec. 31, 2012 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Jul. 10, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Jul. 25, 2013 | Jul. 10, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | |
Minimum | Maximum | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | |||
Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | |||||
Minimum | Maximum | LIBOR | Alternate base rate | Subsequent Event | Maximum | LIBOR | LIBOR | LIBOR | Alternate base rate | Alternate base rate | Alternate base rate | Letters of credit | Subsequent Event | Subsequent Event | Minimum | LIBOR | LIBOR | Alternate base rate | Letters of credit | |||||||||
variable_rate_option | Minimum | Maximum | variable_rate_option | Minimum | Maximum | Subsequent Event | Subsequent Event | Minimum | Maximum | Subsequent Event | ||||||||||||||||||
Subsequent Event | Subsequent Event | |||||||||||||||||||||||||||
variable_rate_option | ||||||||||||||||||||||||||||
Components of long-term debt: | ||||||||||||||||||||||||||||
Long-term debt | $149,645,000 | $156,464,000 | $129,448,000 | $129,572,000 | $20,197,000 | $26,892,000 | ||||||||||||||||||||||
Current portion of long-term debt | 1,350,000 | 3,450,000 | ||||||||||||||||||||||||||
Long-term debt, net of current portion | 148,295,000 | 153,014,000 | ||||||||||||||||||||||||||
Debt discount | 3,240,000 | 3,401,000 | ||||||||||||||||||||||||||
Term loan, face amount | 135,000,000 | |||||||||||||||||||||||||||
Term loan, repayment as a percentage of loan amounts | 1.00% | |||||||||||||||||||||||||||
Variable interest rate basis | LIBOR | alternate base rate | LIBOR | alternate base rate | LIBOR | alternate base rate | ||||||||||||||||||||||
Interest rate floor | 1.50% | 1.00% | ||||||||||||||||||||||||||
Debt instrument, margin | 7.50% | 6.50% | 2.25% | 2.75% | 1.25% | 1.75% | 9.25% | 8.25% | ||||||||||||||||||||
Penalty interest rate | 2.00% | 2.00% | ||||||||||||||||||||||||||
Number of variable interest rate options | 3 | 3 | 3 | |||||||||||||||||||||||||
Interest rate at end of period | 9.00% | 2.48% | ||||||||||||||||||||||||||
Debt discount percentage | 3.00% | 4.00% | ||||||||||||||||||||||||||
Revolving credit facility, maximum borrowing capacity | 75,000,000 | 35,000,000 | 75,000,000 | 35,000,000 | ||||||||||||||||||||||||
Commitment fee on unused capacity | 0.38% | 2.00% | ||||||||||||||||||||||||||
Availability under loan agreement | 2,800,000 | |||||||||||||||||||||||||||
Eligible receivables used to calculate borrowing base | 45,400,000 | |||||||||||||||||||||||||||
Letters of credit outstanding | 22,400,000 | 23,900,000 | ||||||||||||||||||||||||||
Outstanding borrowings | 20,200,000 | |||||||||||||||||||||||||||
Repayment of previous revolving loan | 24,822,000 | |||||||||||||||||||||||||||
Consolidated leverage ratio | 3.25 | 4.75 | ||||||||||||||||||||||||||
Fixed charge coverage ratio | 1.2 | 1.2 | ||||||||||||||||||||||||||
Noncash penalty interest added to Term Loan | $600,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Mar. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ||
Interest rate collar agreements, percentage of face value of Term Loan covered | 50.00% | 50.00% |
Interest rate collar agreements, amount of face value of Term Loan covered | $67.50 | $67.50 |
Legal_and_Regulatory_Contingen1
Legal and Regulatory Contingencies - Narrative (Details) (USD $) | 3 Months Ended |
Mar. 30, 2013 | |
Loss Contingencies [Line Items] | |
Insurance claim deductible | $300,000 |
Costs related to indemnification for period | 0 |
FLSA collective action | Pending litigation | |
Loss Contingencies [Line Items] | |
Potential loss exposure, minimum | 0 |
Potential loss exposure, maximum | $3,800,000 |
StockBased_Compensation_Narrat
Stock-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | |||||||||||
In Millions, except Share data, unless otherwise specified | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | ||
Plan | RSUs | RSUs | RSUs | RSUs | Restricted shares | 2009 Plan | 1999 Plan | 2007 Plan | ||||
Management | Board of Directors members | Former Member of Senior Management | ||||||||||
Stock options, restricted stock units and restricted shares | ||||||||||||
Number of sponsored stock-based compensation plans | 3 | |||||||||||
Shares of common stock authorized for issuance | 1,800,000 | 0 | 0 | |||||||||
Shares of common stock available for grant | 100,000 | 0 | 0 | |||||||||
Stock-based compensation expense | $0.80 | $2.10 | ||||||||||
Stock-based compensation expense, acceleration of vesting | $1.40 | |||||||||||
RSUs granted | 332,000 | 208,016 | 124,032 | 0 | ||||||||
RSUs vested | 50,000 | [1] | 49,666 | 48,077 | [1] | |||||||
[1] | Represents exercises of stock options and vesting of RSUs and restricted shares, pursuant to underlying agreements. |
StockBased_Compensation_Change
Stock-Based Compensation - Changes in Stock Options, RSUs and Restricted Shares (Details) (USD $) | 3 Months Ended | |
Mar. 30, 2013 | ||
Stock Options | ||
Shares | ||
Beginning Balance (in shares) | 33,000 | |
Granted (in shares) | 0 | |
Exercised / Vested (in shares) | 0 | [1] |
Cancelled, forfeited or expired (in shares) | -13,000 | |
Ending balance (in shares) | 20,000 | |
Weighted Average Exercise Price | ||
Beginning Balance (in dollars per share) | $10.42 | |
Granted (in dollars per share) | $0 | |
Exercised / Vested (in dollars per share) | $0 | [1] |
Cancelled, forfeited or expired (in dollars per share) | $9.56 | |
Ending balance (in dollars per share) | $10.97 | |
RSUs | ||
Shares | ||
Beginning Balance (in shares) | 232,000 | |
Granted (in shares) | 332,000 | |
Exercised / Vested (in shares) | -50,000 | [1] |
Cancelled, forfeited or expired (in shares) | -4,000 | |
Ending balance (in shares) | 510,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in dollars per share) | $6.12 | |
Granted (in dollars per share) | $3.86 | |
Exercised / Vested (in dollars per share) | $4.07 | [1] |
Cancelled, forfeited or expired (in dollars per share) | $9.42 | |
Ending balance (in dollars per share) | $4.82 | |
Restricted Shares (Non-Plan) | ||
Shares | ||
Beginning Balance (in shares) | 192,000 | |
Granted (in shares) | 0 | |
Exercised / Vested (in shares) | -48,077 | [1] |
Cancelled, forfeited or expired (in shares) | 0 | |
Ending balance (in shares) | 144,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning Balance (in dollars per share) | $2.60 | |
Granted (in dollars per share) | $0 | |
Exercised / Vested (in dollars per share) | $2.60 | [1] |
Cancelled, forfeited or expired (in dollars per share) | $0 | |
Ending balance (in dollars per share) | $2.60 | |
[1] | Represents exercises of stock options and vesting of RSUs and restricted shares, pursuant to underlying agreements. |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended |
Mar. 30, 2013 | |
Income Tax Disclosure [Abstract] | |
Federal statutory tax rate | 35.00% |
Discontinued_Operations_Result
Discontinued Operations - Results of Discontinued Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2013 | Mar. 31, 2012 |
Discontinued operations | ||
Loss from discontinued operations | ($621) | ($1,929) |
Wireline Group | ||
Discontinued operations | ||
Revenues | 1,667 | 15,555 |
Loss from discontinued operations before income taxes | -611 | -1,186 |
Income tax expense from discontinued operations | 10 | 743 |
Loss from discontinued operations | ($621) | ($1,929) |
Restructuring_Details
Restructuring (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2013 | Mar. 31, 2012 |
Restructuring Reserve [Roll Forward] | ||
Restructuring charges | $479 | $4,009 |
One-Time Termination Benefits | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 2,812 | |
Restructuring charges | 479 | |
Amounts paid | -730 | |
Ending balance | $2,561 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 30, 2013 | Mar. 31, 2012 |
Segment | ||
Selected segment financial information | ||
Number of reportable segments | 2 | |
Selected segment financial information | ||
Revenues | $113,838 | $86,139 |
Operating loss | -2,361 | -18,394 |
Fulfillment | ||
Selected segment financial information | ||
Revenues | 74,430 | 68,857 |
Operating loss | -102 | -2,776 |
Engineering and Construction | ||
Selected segment financial information | ||
Revenues | 39,408 | 17,282 |
Operating loss | ($2,259) | ($15,618) |
Subsequent_Events_Narrative_De
Subsequent Events - Narrative (Details) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 4 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 7 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||||||||||||||||
Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | Mar. 30, 2013 | 31-May-13 | 31-May-13 | 16-May-13 | Jun. 29, 2013 | Jun. 29, 2013 | Jul. 26, 2013 | Jul. 25, 2013 | Jun. 29, 2013 | Jun. 29, 2013 | Jul. 25, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jun. 29, 2013 | Jul. 10, 2013 | Jul. 25, 2013 | Jul. 10, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jun. 04, 2013 | Apr. 24, 2013 | Oct. 15, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Mar. 30, 2013 | |
Minimum | Maximum | Term Loan | Term Loan | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | RSUs | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | ||
Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | Skylink | Skylink | DirectSat USA, LLC | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | RSUs | RSUs | RSUs | Interest Expense | Interest Expense | Interest Expense | |||||
LIBOR | Alternate base rate | LIBOR | LIBOR | LIBOR | Alternate base rate | Alternate base rate | Alternate base rate | Letters of credit | Earn-out two | DIRECTV | Fee 1 | Fee 2 | Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Revolving Loan Agreement Maturing 2016 | Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | New Revolving Loan Agreement Maturing April 15, 2016 | Terminated Officers | ||||||||||||
variable_rate_option | Minimum | Maximum | variable_rate_option | Minimum | Maximum | Fee 1 | Fee 2 | Minimum | Maximum | Maximum | LIBOR | Alternate base rate | Minimum | LIBOR | LIBOR | Alternate base rate | July 10, 2013 through October 31, 2013 | November 1, 2013 through November 30, 2013 | After November 30, 2013 | Letters of credit | ||||||||||||||||||||||||||||||
Twelve months ended December 31, 2017 | Twelve months ended December 31, 2017 | variable_rate_option | Minimum | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||
variable_rate_option | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||
Forfeiture of nonvested RSUs due to termination of officers | 4,000 | 128,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
RSUs granted | 332,000 | 47,850 | 14,424 | |||||||||||||||||||||||||||||||||||||||||||||||
Loan Compliance, Refinancing and Term Loan Amendment | ||||||||||||||||||||||||||||||||||||||||||||||||||
Forbearance fee percentage | 0.50% | 2.50% | 0.50% | 2.50% | ||||||||||||||||||||||||||||||||||||||||||||||
Forbearance fees | $700,000 | $3,300,000 | $4,031,000 | $200,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Noncash penalty interest added to Term Loan | 600,000 | 600,000 | 700,000 | 1,339,000 | 600,000 | 700,000 | 1,300,000 | |||||||||||||||||||||||||||||||||||||||||||
Additional cash interest paid due to defaults | 900,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Revolving credit facility, maximum borrowing capacity | 75,000,000 | 35,000,000 | 75,000,000 | 35,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Potential additional borrowing capacity | 30,000,000 | 25,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Collateralization of letters of credit under previous Revolving Loan | 24,716,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Letters of credit outstanding | 22,400,000 | 23,900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Expected term during which company intends to transfer letters of credit collateralizing cash deposit | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||
Variable interest rate basis | LIBOR | alternate base rate | LIBOR | alternate base rate | LIBOR | alternate base rate | LIBOR | alternate base rate | ||||||||||||||||||||||||||||||||||||||||||
Interest rate floor | 1.50% | 1.50% | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, margin | 7.50% | 6.50% | 2.25% | 2.75% | 1.25% | 1.75% | 9.50% | 8.50% | 9.25% | 8.25% | ||||||||||||||||||||||||||||||||||||||||
Number of variable interest rate options | 3 | 3 | 3 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee on unused capacity | 0.38% | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 9.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Fixed charge coverage ratio | 1.2 | 2.82 | 1.2 | |||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee percentage | 4.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Commitment fee | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exit fee percentage | 1.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Exit fee, threshold period for repayment in full and voluntary termination of Revolving Credit Facility | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate, PIK interest | 4.00% | 4.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of excess cash flow paid until consolidated leverage ratio is below threshold limit | 50.00% | 75.00% | 75.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Consolidated Leverage Ratio | 3.25 | 4.75 | 2.5 | 1.65 | ||||||||||||||||||||||||||||||||||||||||||||||
Percentage of excess cash flow paid when consolidated leverage ratio is below threshold limit | 50.00% | 50.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Minimum liquidity requirement | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Limitation on maximum aggregate principal amount of outstanding capital lease obligations | 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Threshold for limited maximum consolidated capital expenditures, 2013 fiscal year | 7,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Threshold for limited maximum consolidated capital expenditures, 2014 fiscal year and thereafter | 8,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of limited capital expenditures permitted to be carried forward to next succeeding fiscal year | 100.00% | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Scheduled principal payments | 623,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Waiver and amendment fee percentage | 2.00% | 2.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Second amendment waiver and amendment fee | 2,754,000 | 2,754,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $0.01 | $0.01 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants | 3,800,000 | 3,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants, as a percentage of shares outstanding | 19.99% | |||||||||||||||||||||||||||||||||||||||||||||||||
Period within which registration statement filed and is not declared effective would lead to payment of liquidated damages | 120 days | |||||||||||||||||||||||||||||||||||||||||||||||||
DIRECTV, LLC | ||||||||||||||||||||||||||||||||||||||||||||||||||
Notice period for termination of amendment | 180 days | |||||||||||||||||||||||||||||||||||||||||||||||||
Skylink Earn-out | ||||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration liability | $6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration liability, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration liability, optional equity conversion right, maximum number of shares of common stock that unpaid amounts could convert to | 3,715,915 | |||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration liability, optional equity conversion right, percentage of number of shares outstanding as of purchase agreement date | 19.90% | |||||||||||||||||||||||||||||||||||||||||||||||||
Contingent consideration liability, optional equity conversion right, number of days trailing volume-weighted average closing prices of common stock at date of conversion | 20 days |
Subsequent_Events_Uses_of_Cash
Subsequent Events - Uses of Cash Proceeds from the New Revolving Loan (Details) (Subsequent Event, Revolving Credit Facility, New Revolving Loan Agreement Maturing April 15, 2016, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Jul. 10, 2013 |
Subsequent Event | Revolving Credit Facility | New Revolving Loan Agreement Maturing April 15, 2016 | |
Subsequent Event [Line Items] | |
Repayment of previous Revolving Loan | $24,822 |
Collateralization of letters of credit under previous Revolving Loan | 24,716 |
Payment of accrued interest and fees | 261 |
Additional borrowings for general business purposes | 15,201 |
Cash proceeds from New Revolving Loan | $65,000 |
Subsequent_Events_Costs_for_th
Subsequent Events - Costs for the Refinancing of the Revolving Loan (Details) (Subsequent Event, Revolving Credit Facility, New Revolving Loan Agreement Maturing April 15, 2016, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Jul. 25, 2013 |
Subsequent Event | Revolving Credit Facility | New Revolving Loan Agreement Maturing April 15, 2016 | |
Subsequent Event [Line Items] | |
Write-off of unamortized deferred financing costs | $465 |
New costs related to previous lenders and lenders’ counsel | 65 |
New costs related to current lenders and lenders’ counsel | 3,557 |
New costs related to third parties | 1,192 |
Total costs for refinancing | $5,279 |
Subsequent_Events_Modified_Fin
Subsequent Events - Modified Financial Covenants for Consolidated Leverage and Fixed Charge Coverage Ratios (Details) | 3 Months Ended | 0 Months Ended | |||||||||||||
Mar. 30, 2013 | Mar. 30, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | |
Maximum | Minimum | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | |||
Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | |||
Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | |||
Twelve months ended ended September 30, 2013 | Twelve months ended December 31, 2013 | Twelve months ended March 31, 2014 | Twelve months ended June 30, 2014 | Twelve months ended September 30, 2014 | Twelve months ended December 31, 2014 | Twelve months ended ended September 30, 2013 | Twelve months ended December 31, 2013 | Twelve months ended March 31, 2014 | Twelve months ended June 30, 2014 | Twelve months ended September 30, 2014 | Twelve months ended December 31, 2014 | ||||
Subsequent Event [Line Items] | |||||||||||||||
Consolidated Leverage Ratio | 4.75 | 3.25 | 2.5 | 5.65 | 4.9 | 4.87 | 4.26 | 4.11 | 3.94 | ||||||
Fixed Charge Coverage Ratio | 1.2 | 1.29 | 1.32 | 1.25 | 1.31 | 1.32 | 1.38 |
Subsequent_Events_Rollforward_
Subsequent Events - Rollforward of Outstanding Borrowings Under the Amended Term Loan (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 7 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 30, 2013 | Jun. 29, 2013 | Jun. 29, 2013 | Jul. 25, 2013 | Mar. 30, 2013 | Dec. 31, 2012 | Jul. 25, 2013 |
Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | ||
Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | ||
Fee 1 | Fee 2 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | Amended Term Loan Agreement Maturing 2018 | ||
Debt Instrument, Increase (Decrease), Net [Roll Forward] | |||||||
Outstanding at December 31, 2012 | $156,464 | $132,973 | $132,973 | ||||
Forbearance fees (0.5% and 2.5%) | 4,031 | ||||||
Noncash penalty interest added to Term Loan | 600 | 600 | 700 | 1,339 | |||
Scheduled principal payments | -623 | ||||||
Second amendment waiver and amendment fee (2%) | 2,754 | 2,754 | |||||
Outstanding at July 25, 2013 | $149,645 | $140,474 | $132,973 | $140,474 | |||
Forbearance fee percentage | 0.50% | 2.50% | |||||
Waiver and amendment fee percentage | 2.00% | 2.00% |
Subsequent_Events_Costs_for_th1
Subsequent Events - Costs for the Amendment of the Term Loan (Details) (Subsequent Event, Amended Term Loan Agreement Maturing 2018, Term Loan, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Jul. 25, 2013 |
Subsequent Event | Amended Term Loan Agreement Maturing 2018 | Term Loan | |
Subsequent Event [Line Items] | |
Write-off of unamortized deferred financing costs | $2,693 |
Write-off of unamortized debt discount | 3,025 |
New costs related to lenders and lenders’ counsel | 2,998 |
New costs related to third parties | 1,717 |
Total costs for refinancing | $10,433 |