Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 28, 2013 | Nov. 12, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'UniTek Global Services, Inc. | ' |
Entity Central Index Key | '0000826773 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 28-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 18,971,550 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $1,619 | $3,836 |
Accounts receivable, net of allowances | 94,046 | 102,490 |
Inventories | 15,675 | 15,266 |
Other current assets | 8,334 | 7,560 |
Total current assets | 119,674 | 129,152 |
Restricted cash | 24,716 | 0 |
Property and equipment, net of accumulated depreciation of $50,700 and $41,953 | 17,565 | 26,393 |
Amortizable intangible assets, net (includes amortizable customer relationships, net, of $33,558 and $38,090) | 35,491 | 42,013 |
Goodwill | 121,890 | 121,920 |
Other assets, net | 6,253 | 6,925 |
Total assets | 325,589 | 326,403 |
CURRENT LIABILITIES | ' | ' |
Current portion of long-term debt | 7,393 | 3,450 |
Current portion of capital lease obligations | 6,011 | 7,688 |
Accounts payable | 34,600 | 48,845 |
Accrued insurance | 17,589 | 16,248 |
Accrued compensation and benefits | 6,614 | 9,766 |
Other current liabilities | 19,647 | 27,361 |
Total current liabilities | 91,854 | 113,358 |
Long-term debt, net of current portion | 188,194 | 153,014 |
Long-term capital lease obligations, net of current portion | 4,753 | 8,040 |
Other liabilities | 4,376 | 3,688 |
Total liabilities | 289,177 | 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 | 274,842 | 260,077 |
Accumulated other comprehensive income | 86 | 57 |
Accumulated deficit | -238,516 | -211,831 |
Total stockholders’ equity | 36,412 | 48,303 |
Total liabilities and stockholders’ equity | $325,589 | $326,403 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Property and equipment, net - accumulated depreciation | $50,700 | $41,953 |
Amortizable intangible assets, net | 35,491 | 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 | $33,558 | $38,090 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OR LOSS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $130,037 | $130,482 | $365,062 | $316,667 |
Cost of revenues | 104,227 | 102,824 | 298,594 | 257,657 |
Gross profit | 25,810 | 27,658 | 66,468 | 59,010 |
Selling, general and administrative expenses | 10,290 | 11,099 | 35,199 | 33,490 |
(Income) expense related to contingent consideration | 0 | 0 | -114 | 10,077 |
Restructuring charges | 670 | 1,594 | 1,149 | 6,400 |
Restatement, investigation and related costs | 2,524 | 0 | 7,590 | 0 |
Impairment charges | 1,090 | 0 | 1,090 | 0 |
Depreciation and amortization | 4,807 | 6,701 | 16,067 | 19,790 |
Operating income (loss) | 6,429 | 8,264 | 5,487 | -10,747 |
Interest expense | 8,051 | 3,883 | 21,592 | 10,496 |
Loss on extinguishment of debt | 9,247 | 0 | 9,247 | 0 |
Other expense (income), net | 239 | -76 | 232 | -1,146 |
(Loss) income from continuing operations before income taxes | -11,108 | 4,457 | -25,584 | -20,097 |
Income tax expense | 273 | 293 | 449 | 315 |
(Loss) income from continuing operations | -11,381 | 4,164 | -26,033 | -20,412 |
Income (loss) from discontinued operations | 67 | -30,773 | -652 | -34,672 |
Net loss | -11,314 | -26,609 | -26,685 | -55,084 |
Other comprehensive income or loss: | ' | ' | ' | ' |
Foreign currency translation | -8 | -5 | 29 | 36 |
Comprehensive loss | ($11,322) | ($26,614) | ($26,656) | ($55,048) |
Net loss per share – basic and diluted | ' | ' | ' | ' |
Continuing operations (in dollars per share) | ($0.60) | $0.22 | ($1.37) | ($1.14) |
Discontinued operations (in dollars per share) | $0.01 | ($1.64) | ($0.03) | ($1.93) |
Total (in dollars per share) | ($0.59) | ($1.42) | ($1.40) | ($3.07) |
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 19,101 | 18,732 | 19,013 | 17,969 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($26,685) | ($55,084) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Provision for doubtful accounts | 2,351 | 2,076 |
Depreciation and amortization | 16,146 | 21,714 |
Impairment charges | 1,090 | 35,180 |
Loss on extinguishment of debt | 9,247 | 0 |
Interest and fees added to debt principal | 5,964 | 0 |
Amortization of deferred financing costs and debt discount | 1,600 | 1,148 |
(Income) expense related to contingent consideration | -114 | 10,077 |
Stock-based compensation | 1,674 | 4,050 |
Loss (gain) on sale of property and equipment | 202 | -1,267 |
Deferred income taxes, net | 585 | -5,220 |
Contingent consideration | 0 | -1,560 |
Changes in working capital: | ' | ' |
Accounts receivable | 6,093 | -29,964 |
Inventories | -409 | -5,866 |
Prepaid expenses and other assets | -1,079 | -1,645 |
Accounts payable and other liabilities | -17,385 | 21,518 |
Net cash used in operating activities | -720 | -4,843 |
Cash flows from investing activities: | ' | ' |
Acquisition of property and equipment | -1,736 | -4,239 |
Proceeds from sale of property and equipment | 391 | 1,917 |
Cash paid for acquisition of businesses, net of cash acquired | 0 | -16,858 |
Net cash used in investing activities | -1,345 | -19,180 |
Cash flows from financing activities: | ' | ' |
Proceeds from term loan facilities | 0 | 33,750 |
Repayment of term loan facilities | -622 | -888 |
Repayment of capital leases | -5,768 | -8,928 |
Restriction of cash to collateralize letters of credit | -24,716 | 0 |
Payment of contingent consideration | 0 | -17,980 |
Payment of financing fees | -6,765 | -1,016 |
Other financing activities | -9 | -194 |
Net cash (used in) provided by financing activities | -272 | 24,234 |
Effect of exchange rate on cash and cash equivalents | 120 | -14 |
Net (decrease) increase in cash and cash equivalents | -2,217 | 197 |
Cash and cash equivalents at beginning of period | 3,836 | 533 |
Cash and cash equivalents at end of period | 1,619 | 730 |
Supplemental cash flow information: | ' | ' |
Interest paid | 11,784 | 8,993 |
Income taxes paid | 382 | 784 |
Significant non-cash investing and financing activities: | ' | ' |
Value of warrants issued to lenders under term loan facilities | 13,100 | 0 |
Fair value of equity paid for acquisition | 0 | 5,789 |
Acquisition of property and equipment financed by capital leases | 804 | 3,788 |
Old Revolving Loan Agreement Maturing 2016 | ' | ' |
Cash flows from financing activities: | ' | ' |
(Repayment of) proceeds from revolving credit facility, net | -26,892 | 19,490 |
New Revolving Loan Agreement Maturing 2016 | ' | ' |
Cash flows from financing activities: | ' | ' |
(Repayment of) proceeds from revolving credit facility, net | $64,500 | $0 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 28, 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, fair value measurements, 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 and nine months ended September 28, 2013 and September 29, 2012, there were no differences in the amount of basic and diluted net income or loss per share. Common shares from the potential conversion of other long-term debt into 3.7 million common shares (see Note 5), the potential exercise of warrants for 3.9 million common shares (see Note 8) and the potential issuance of 0.4 million common shares related to outstanding stock-based compensation instruments (see Note 9) were excluded from the calculations of diluted net income or loss per share because their effects were anti-dilutive. |
Accounts_Receivable_Net_of_All
Accounts Receivable, Net of Allowances | 9 Months Ended | ||||||||
Sep. 28, 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) | September 28, | December 31, | |||||||
2013 | 2012 | ||||||||
Trade accounts receivable | $ | 27,772 | $ | 22,954 | |||||
Contract billings | 33,911 | 37,246 | |||||||
Unbilled contract revenues | 33,176 | 42,287 | |||||||
Other unbilled revenues | 2,669 | 3,686 | |||||||
Retainage | 2,807 | 2,657 | |||||||
Accounts receivable, gross | 100,335 | 108,830 | |||||||
Allowance for doubtful accounts | (6,289 | ) | (6,340 | ) | |||||
Accounts receivable, net of allowances | $ | 94,046 | $ | 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) | September 28, | December 31, | |||||||
2013 | 2012 | ||||||||
Costs of in-process contracts | $ | 85,413 | $ | 85,842 | |||||
Estimated earnings, net of estimated losses | 28,268 | 30,822 | |||||||
Less: progress billings | (85,560 | ) | (79,023 | ) | |||||
$ | 28,121 | $ | 37,641 | ||||||
Unbilled contract revenues | $ | 33,176 | $ | 42,287 | |||||
Billings in excess of costs and estimated earnings | (5,055 | ) | (4,646 | ) | |||||
$ | 28,121 | $ | 37,641 | ||||||
Concentration_Risks
Concentration Risks | 9 Months Ended |
Sep. 28, 2013 | |
Risks and Uncertainties [Abstract] | ' |
Concentration Risks | ' |
Concentration Risks | |
A substantial majority of the Company’s revenues and accounts receivable, net of allowances, are concentrated with a few large customers. The largest three customers accounted for 42%, 20% and 12% of revenues for the nine months ended September 28, 2013 and 42%, 19% and 9% of accounts receivable, net of allowances, at September 28, 2013. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||
Sep. 28, 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: | |||||||||||||||||||||||||
September 28, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Impairment Losses | Net | Gross | Accumulated Impairment Losses | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Fulfillment | $ | 111,306 | $ | — | $ | 111,306 | $ | 111,336 | $ | — | $ | 111,336 | |||||||||||||
Engineering and Construction | 25,484 | 14,900 | 10,584 | 25,484 | 14,900 | 10,584 | |||||||||||||||||||
Total | $ | 136,790 | $ | 14,900 | $ | 121,890 | $ | 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: | |||||||||||||||||||||||||
September 28, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Customer relationships | $ | 97,211 | $ | 63,653 | $ | 33,558 | $ | 116,222 | $ | 78,132 | $ | 38,090 | |||||||||||||
Other | 5,561 | 3,628 | 1,933 | 7,359 | 3,436 | 3,923 | |||||||||||||||||||
Total | $ | 102,772 | $ | 67,281 | $ | 35,491 | $ | 123,581 | $ | 81,568 | $ | 42,013 | |||||||||||||
As a result of the sale of the wireline telecommunications business unit in December 2012 (see Note 11), the Company wrote off the gross amount and accumulated amortization of intangible assets related to that business unit. During the three months ended September 28, 2013, the Company determined that acquired technology assets of the Engineering and Construction segment with a carrying value of $1.1 million were fully impaired. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Long-Term Debt | ' | |||||||||||||
Long-Term Debt | ||||||||||||||
The following table presents the components of long-term debt: | ||||||||||||||
(in thousands) | September 28, | December 31, | ||||||||||||
2013 | 2012 | |||||||||||||
Revolving credit facility, net of discount of $3,336 at September 28, 2013 | $ | 61,164 | $ | 26,892 | ||||||||||
Term loan facility, net of discounts of $12,665 and $3,401 | 128,380 | 129,572 | ||||||||||||
Other long-term debt | 6,043 | — | ||||||||||||
Total long-term debt | 195,587 | 156,464 | ||||||||||||
Current portion of long-term debt | 7,393 | 3,450 | ||||||||||||
Long-term debt, net of current portion | $ | 188,194 | $ | 153,014 | ||||||||||
Revolving Credit Facility | ||||||||||||||
The Company has entered into a Revolving Credit and Security Agreement and an Amended and Restated Fee Letter, both dated July 10, 2013 and amended on July 25, 2013, with Apollo Investment Corporation (the “New Revolving Loan”). Prior to the refinancing of the Company’s debt in July 2013, the Company had entered into a Revolving Credit and Security Agreement by and among the Company and PNC Bank (the “Prior Revolving Loan”). Additional details are included in the section of this footnote entitled “July 2013 Refinancing.” | ||||||||||||||
The New Revolving Loan is a $75.0 million facility with up to $35.0 million available for issuance of letters of credit. The New Revolving Loan may be used for general business purposes, and amounts may be drawn or repaid in unlimited repetition up to the maximum allowed amount so long as no event of default has occurred and is continuing. Interest is payable in cash at a rate equal to either (i) LIBOR (with a floor of 1.00%) plus a margin of 9.25%; or (ii) an alternate base rate (equal to the greatest of three other variable rates, as defined) plus a margin of 8.25%. The interest rate on the New Revolving Loan was 10.25% at September 28, 2013. The New Revolving Loan is subject to a commitment fee of 2.00% on the unused portion of the facility. Letters of credit may be issued up to the maximum amount at an annual interest rate equal to 9.00%. The New Revolving Loan matures on April 15, 2016. | ||||||||||||||
There was $10.5 million of availability under the New Revolving Loan at September 28, 2013. Availability was calculated based upon (i) $75.0 million, which was determined as the lesser of (a) the $75.0 million amount of the facility and (b) a borrowing base of $52.5 million, calculated as a percentage of eligible receivables, plus an additional amount that decreases over time (the “Additional Borrowing Base Amount”); less (ii) outstanding letters of credit under the New Revolving Loan, of which there were none; less (iii) outstanding borrowings under the New Revolving Loan of $64.5 million. The Additional Borrowing Base Amount is 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. | ||||||||||||||
In connection with the refinancing, proceeds from the New Revolving Loan were used to repay the Prior Revolving Loan. Refinancing costs of $1.2 million and $3.6 million were deferred as a component of other assets, net and as a discount to the New Revolving Loan, respectively. Such deferred costs are being amortized to interest expense over the life of the New Revolving Loan. Letters of credit of $24.0 million remain outstanding with the prior lenders as discussed further in the section of this footnote entitled “July 2013 Refinancing.” | ||||||||||||||
Term Loan Facility | ||||||||||||||
The term loan facility is a Credit Agreement with several banks and other financial institutions (the “Term Loan”). In connection with the refinancing of the Company’s debt in July 2013, the Company amended the Term Loan effective July 25, 2013 by entering into a Second Amendment and Limited Waiver to Credit Agreement (together with the Term Loan, the “Amended Term Loan”). Additional details are included in the section of this footnote entitled “July 2013 Refinancing.” | ||||||||||||||
The face amount of the Amended Term Loan is $135.0 million. The Amended Term Loan requires quarterly repayments totaling 1.00% per annum of the face amount until maturity. Interest is payable (i) in cash, at a rate equal to either (a) LIBOR (with a floor of 1.50%) plus a margin of 9.50% or (b) an alternate base rate (equal to the greatest of three other variable rates, as defined) plus a margin of 8.50%; and (ii) in an amount added to the principal amount of the Amended Term Loan at an annual rate equal to 4.00% of the outstanding balance. The interest rate on the Amended Term Loan was 15.00% at September 28, 2013. The Amended Term Loan matures on April 15, 2018. | ||||||||||||||
In connection with the amendment of the Term Loan, the Company issued $13.1 million of warrants to the lenders, which were deferred as a discount to the Amended Term Loan. Additionally, refinancing costs of $1.7 million were deferred as a component of other assets, net. The discount and the deferred financing costs are being amortized to interest expense over the remaining life of the Amended Term Loan. | ||||||||||||||
Other Long-Term Debt | ||||||||||||||
In September 2012, the Company purchased substantially all of the assets of Skylink, LTD. (“Skylink”). In accordance with the purchase agreement for the acquisition, an earn-out payment of $6.0 million accrued as of May 31, 2013. However, the Company has not made this payment because certain contractual conditions have not yet been met, including compliance with debt covenants (which occurred on July 25, 2013) and minimum levels of liquidity after giving effect to such payments (which has not yet been satisfied). The obligation accrues interest at an amount equal to 10% per annum commencing on May 31, 2013 and contains an optional equity conversion right permitting the sellers to convert 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. | ||||||||||||||
Security Provisions and Covenants | ||||||||||||||
The New Revolving Loan and the Amended Term Loan require the Company to make customary representations and warranties and contain provisions for repayment, guarantees and other security. The New Revolving Loan provides the lenders a first lien security interest in the Company’s accounts receivable and inventory, and the Amended Term Loan provides a second lien interest in the accounts receivable and inventory and a first lien interest in all other assets of the Company. The New Revolving Loan and the Amended Term Loan also provide for 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 and the Amended Term Loan require the Company to comply with customary affirmative and negative covenants, and the Amended Term Loan further requires the Company to maintain the following financial condition covenants: (i) a Consolidated Leverage Ratio no greater than specified amounts, representing the Company’s long-term debt divided by adjusted earnings; and (ii) a Fixed Charge Coverage Ratio no less than specified amounts, representing the Company’s adjusted earnings divided by fixed charges. | ||||||||||||||
The following table presents the specified amounts of the Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio: | ||||||||||||||
Consolidated Leverage Ratio | Fixed Charge Coverage Ratio | |||||||||||||
Twelve months ending: | ||||||||||||||
30-Sep-13 | 5.65 | :1.00 | 1.29 | :1.00 | ||||||||||
31-Dec-13 | 4.9 | :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 | ||||||||||
Thereafter, changing over time to | 1.65 | :1.00 | 2.82 | :1.00 | ||||||||||
In the event of noncompliance with these financial condition covenants or other defined events of default, the lenders are entitled to certain remedies, including accelerated repayment of amounts outstanding. | ||||||||||||||
The New Revolving Loan contains a subjective acceleration clause that can be triggered if the lenders determine that the Company has experienced a material adverse change. If triggered by the lenders, this clause would create events of default with respect to both the New Revolving Loan and the Amended Term Loan, which in turn would permit the lenders to accelerate repayment of those obligations. | ||||||||||||||
Events Leading to the July 2013 Refinancing | ||||||||||||||
Prior to the July 2013 refinancing, the Term Loan and the Prior 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 – 3.25:1.00 (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 amounts outstanding. | ||||||||||||||
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 Prior Revolving Loan. As a result of the events of default, the Company incurred $0.7 million, $0.6 million and $0.6 million of penalty interest for the three months ended December 31, 2012, March 30, 2013 and June 29, 2013, respectively. The penalty interest incurred for the three months ended June 29, 2013 was paid in cash, and the remaining $1.3 million of penalty interest was applied to the principal amount of the Term Loan as shown in the table below. | ||||||||||||||
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 Prior Revolving Loan which provided that the lenders would not exercise their rights in response to the covenant compliance violations and 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, both of which were added to the principal amount of the Term Loan. The Company also incurred forbearance fees of $0.2 million related to the Prior Revolving Loan. All of these fees were recorded as interest expense for the three months ended June 29, 2013. | ||||||||||||||
The following table presents the rollforward of outstanding borrowings under the Term Loan from December 31, 2012 through the effective date of the amendment: | ||||||||||||||
(in thousands) | Term Loan Facility | |||||||||||||
Outstanding at December 31, 2012 | $ | 132,973 | ||||||||||||
Forbearance fees (0.50% and 2.50%) | 4,030 | |||||||||||||
Non-cash penalty interest added to Term Loan | 1,339 | |||||||||||||
Principal payments | (622 | ) | ||||||||||||
Outstanding at July 25, 2013 | $ | 137,720 | ||||||||||||
July 2013 Refinancing | ||||||||||||||
In July 2013, the Company refinanced its long-term debt by (i) entering into the New Revolving Loan, proceeds from which were used to repay the Prior Revolving Loan; and (ii) amending the Term Loan. | ||||||||||||||
The following table presents changes to the balances of long-term debt as a result of the refinancing: | ||||||||||||||
(in thousands) | Revolving Credit Facility | Term Loan Facility | ||||||||||||
Long-term debt, prior to refinancing | $ | 24,822 | $ | 137,720 | ||||||||||
Collateralization of letters of credit | 24,716 | — | ||||||||||||
Payment of accrued interest and fees | 261 | — | ||||||||||||
Second amendment waiver and amendment fee (2.00%) | — | 2,765 | ||||||||||||
Additional borrowings for general business purposes | 15,201 | — | ||||||||||||
Long-term debt, subsequent to refinancing | $ | 65,000 | $ | 140,485 | ||||||||||
In connection with the repayment of the Prior Revolving Loan, the Company was required to deposit $24.7 million of cash with its former lenders consisting of (i) collateral for $24.0 million of letters of credit issued and still outstanding under the Prior Revolving Loan; and (ii) $0.7 million against which fees may be applied. The deposit, which is repayable to the Company upon transfer by the holders of the letters of credit to the issuing bank pursuant to the terms of the New Revolving Loan, is presented as restricted cash in the condensed consolidated balance sheet. 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 amount of the Amended Term Loan. | ||||||||||||||
In connection with entering into the Amended Term Loan, the Company issued warrants 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. See Note 8 for further information. | ||||||||||||||
The refinancing of the revolving credit facility was accounted for as an extinguishment and issuance of new debt as a result of the change in the lenders. The carrying value of unamortized deferred financing costs related to the Prior Revolving Loan and refinancing costs paid to the prior lenders were included in the loss on extinguishment of debt. Refinancing costs paid to the new lenders were recorded as a discount to the New Revolving Loan, and costs paid to third parties were recorded as deferred financing costs, which will be amortized to interest expense over the life of the New Revolving Loan. | ||||||||||||||
The amendment of the Term Loan was accounted for as an extinguishment and issuance of new debt because the terms of the amended debt were substantially different from the terms of the original debt. The carrying value of the unamortized deferred financing costs and debt discount related to the Term Loan and refinancing costs paid to the lenders were included in the loss on extinguishment of debt. Costs paid to third parties were recorded as deferred financing costs and are being amortized to interest expense over the remaining life of the Amended Term Loan. A portion of the assumed proceeds from the Amended Term Loan were allocated to the warrants based on the relative fair values of the Amended Term Loan and the warrants, resulting in $13.1 million recorded as additional paid-in capital and discount on long-term debt. The discount will be amortized to interest expense over the remaining life of the Amended Term Loan. | ||||||||||||||
The following table presents the components of refinancing costs recognized currently in the Company’s results of operations. Such costs are presented as loss on extinguishment of debt in the condensed consolidated statements of comprehensive income or loss: | ||||||||||||||
(in thousands) | Revolving Credit Facility | Term Loan Facility | Total | |||||||||||
Unamortized costs of prior debt: | ||||||||||||||
Deferred financing costs | $ | 465 | $ | 2,693 | $ | 3,158 | ||||||||
Discount on long-term debt | — | 3,025 | 3,025 | |||||||||||
Refinancing costs paid to lenders | 65 | 2,999 | 3,064 | |||||||||||
Loss on extinguishment of debt | $ | 530 | $ | 8,717 | $ | 9,247 | ||||||||
The following table presents the components of refinancing costs that have been deferred to future periods: | ||||||||||||||
(in thousands) | Balance sheet location | Revolving Credit Facility | Term Loan Facility | Total | ||||||||||
Deferred financing costs | Other assets, net | $ | 1,195 | $ | 1,720 | $ | 2,915 | |||||||
Discount on long-term debt | Long-term debt, net of current portion | 3,551 | 13,100 | 16,651 | ||||||||||
Refinancing costs deferred to future periods | $ | 4,746 | $ | 14,820 | $ | 19,566 | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 28, 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 approximates 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). | |
Nonrecurring Fair Value Measurements | |
During the three months ended September 28, 2013, the Company determined that acquired technology assets of the Engineering and Construction segment with a carrying value of $1.1 million were fully impaired based on information received from prospective buyers while considering the possible disposition of these assets (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 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 | 9 Months Ended |
Sep. 28, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Legal and Regulatory Contingencies | ' |
Legal and Regulatory Contingencies | |
As previously disclosed, a consolidated class action lawsuit was filed against the Company and certain of its current and former officers in the United States District Court for the Eastern District of Pennsylvania. The case, entitled In Re UniTek Global Services, Inc. Securities Litigation, Civil Action NO. 13-2119, 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. In October 2013, the plaintiffs and the Company reached a preliminary agreement to settle all claims for an amount of $1.6 million, including attorneys’ fees and expenses. This preliminary settlement is subject to the approval of the court, and the parties intend to submit settlement documents to the court by mid-December. The Company believes that the settlement amount will be covered by insurance and has accrued the $0.3 million deductible. | |
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 had a collective action under the Fair Labor Standards Act filed against it in February 2008. In October 2012, a judgment was entered for the plantiffs. The Company intends to appeal the judgment promptly as soon as it becomes final and appealable. The Company believes that the potential loss exposure for this action is between $0.0 million and $3.8 million and that it has accrued adequate reserves for any resulting loss deemed probable. | |
In August 2013, Skylink brought a complaint against the Company in the Common Pleas Court of Hancock County, Ohio alleging the Company had failed to pay an earn-out payment and requesting a declaratory judgment that the earn-out payment is due and immediately payable, together with the accrued interest thereon and costs and expenses. The Company brought a motion to dismiss the complaint in the United States District Court for the Northern District of Ohio. Skylink thereafter amended its complaint, and the Company has filed another motion to dismiss the amended complaint. While the Company acknowledges that the earn-out payment of $6.0 million accrued on May 31, 2013, the Company has not made this payment because certain contractual conditions have not yet been met. The earn-out payment is presented in the balance sheet as a component of current portion of long-term debt as discussed further in Note 5. | |
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. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||
Sep. 28, 2013 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
Stockholders’ Equity | ||||||||||||
The Company is authorized to issue 220 million shares, consisting of (i) 20 million shares of preferred stock, par value $0.00002 per share; and (ii) 200 million shares of common stock, par value $0.00002 per share. | ||||||||||||
Warrants | ||||||||||||
The following table presents outstanding warrants to purchase shares of the Company’s common stock as of September 28, 2013: | ||||||||||||
(in thousands, except per share amounts) | Shares | Grant Date | Expiration Date | Weighted Average Exercise Price | ||||||||
Amended Term Loan lenders | 3,791 | 25-Jul-13 | — | $ | 0.01 | |||||||
Former employees and owners | 89 | 26-Sep-07 | 26-Sep-17 | 140 | ||||||||
Former owners of an acquired broadband cable business | 2 | 2-Dec-10 | 2-Dec-20 | 56 | ||||||||
3,882 | ||||||||||||
In connection with entering into the Amended Term Loan, on July 25, 2013, the Company issued warrants 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 may be partially or fully exercised at any time at the option of the holder (i) for the stated number of shares, following the Company’s receipt of the exercise price in cash; or (ii) on a cashless basis for a number of shares net of the amount required to cover the exercise price otherwise due based on the current NASDAQ closing price. The warrants do not have an expiration date and also contain customary anti-dilution provisions. The warrants were recorded as $13.1 million of additional paid-in capital and discount to the Amended Term Loan based upon an allocation of assumed proceeds from the Amended Term Loan, as discussed further in Note 5. | ||||||||||||
The warrants were issued with an accompanying registration rights agreement providing that the Company use reasonable best efforts to cause a registration statement to be filed with the Securities and Exchange Commission as soon as reasonably practicable, but in no event later than November 15, 2013. The registration statement shall provide for resales and transfers of any common stock issued or issuable upon the conversion or exercise of the warrants, as well as any other common stock that may be issued or issuable pursuant to the warrants (the “Registrable Securities”). If the registration statement is not filed by November 15, 2013, does not become effective within the timeframe specified in the agreement, or ceases to be effective following its effective date for any reason, the warrant holders are entitled to receive liquidated damages equal to 1.0% of the market price of the Registrable Securities on that date and on each monthly anniversary following that date, calculated based on the NASDAQ closing price of the Company’s common stock on such dates. The registration rights agreement does not expire and contains no limitations to the maximum amount of consideration that could be transferred. The Company has determined that it is not probable that payment would be required under the registration rights agreement, so no amounts have been accrued for such damages. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||
As of September 28, 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 various types of stock-based awards, of which the Company has granted stock options and restricted stock units (“RSUs”). As of September 28, 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 0.3 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. The Company has also granted restricted shares and RSUs to certain of its executives as inducement grants, which are not included in the Plans (“Non-Plan Inducement Grants”). | ||||||||||||||||||||||
The following table presents stock-based compensation, a component of selling, general and administrative expenses: | ||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
(in thousands) | September 28, | September 29, | September 28, | September 29, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Stock-based compensation | $ | 517 | $ | 1,003 | $ | 1,674 | $ | 4,050 | ||||||||||||||
Plan Activity | ||||||||||||||||||||||
The following table presents changes in outstanding stock options and unvested RSUs and Non-Plan Inducement Grants: | ||||||||||||||||||||||
Stock Options | RSUs | Non-Plan | ||||||||||||||||||||
Inducement Grants | ||||||||||||||||||||||
(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 | — | — | 339 | 3.8 | 24 | 1.8 | ||||||||||||||||
Exercised or vested(1) | — | — | (161 | ) | 4.86 | (96 | ) | 2.6 | ||||||||||||||
Cancelled, forfeited or expired | (22 | ) | 9.88 | (160 | ) | 5.39 | — | — | ||||||||||||||
Balance at September 28, 2013 | 11 | 11.55 | 250 | 4.25 | 120 | 2.44 | ||||||||||||||||
-1 | Represents exercises of stock options and vesting of RSUs and Non-Plan Inducement Grants | |||||||||||||||||||||
During the nine months ended September 28, 2013, the Company granted 215,227 RSUs and 23,925 Non-Plan Inducement Grants to senior executives 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, 111,403 RSUs and 96,154 Non-Plan Inducement Grants 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. As a result of the Audit Committee Investigation, described further in Note 12, the former Chief Financial Officer, the former Chief Accounting Officer and the former President of Pinnacle Wireless were terminated, resulting in the forfeiture of 128,750 RSUs. An additional 22,231 stock options and 30,393 RSUs were cancelled, were forfeited or expired pursuant to underlying agreements or the terms of the 2009 Plan. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 28, 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 | 9 Months Ended | |||||||||||||||
Sep. 28, 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 | Nine Months Ended | |||||||||||||||
(in thousands) | September 28, | September 29, | September 28, | September 29, | ||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | $ | — | $ | 10,165 | $ | 1,666 | $ | 39,205 | ||||||||
Income (loss) from discontinued operations before income taxes | 61 | (37,836 | ) | (635 | ) | (40,173 | ) | |||||||||
Income tax (benefit) expense from discontinued operations | (6 | ) | (7,063 | ) | 17 | (5,501 | ) | |||||||||
Income (loss) from discontinued operations | $ | 67 | $ | (30,773 | ) | $ | (652 | ) | $ | (34,672 | ) | |||||
Restatement_Investigation_and_
Restatement, Investigation and Related Costs | 9 Months Ended | |||||||||||||||
Sep. 28, 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. Such costs are presented as restatement, investigation and related costs on the Company’s condensed consolidated statements of comprehensive income or loss. | ||||||||||||||||
The following table presents the components of restatement, investigation and related costs: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
(in thousands) | September 28, | September 29, | September 28, | September 29, | ||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Incremental audit fees | $ | 889 | $ | — | $ | 2,871 | $ | — | ||||||||
Other professional services | 1,635 | — | 4,719 | — | ||||||||||||
Restatement, investigation and related costs | $ | 2,524 | $ | — | $ | 7,590 | $ | — | ||||||||
Restructuring
Restructuring | 9 Months Ended | |||
Sep. 28, 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 $1.7 million will occur in 2013 and 2014. Restructuring charges of $0.6 million and $1.1 million for the three and nine months ended September 28, 2013, respectively, resulted from the separation of former members of senior management. | ||||
The following table presents changes in accrued restructuring costs: | ||||
(in thousands) | One-Time Termination Benefits | |||
Balance at December 31, 2012 | $ | 2,812 | ||
Restructuring charges | 1,149 | |||
Amounts paid | (2,264 | ) | ||
Balance at September 28, 2013 | $ | 1,697 | ||
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 28, 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 | Nine Months Ended | |||||||||||||||
(in thousands) | September 28, | September 29, | September 28, | September 29, | ||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues: | ||||||||||||||||
Fulfillment | $ | 88,574 | $ | 84,629 | $ | 240,863 | $ | 224,601 | ||||||||
Engineering and Construction | 41,463 | 45,853 | 124,199 | 92,066 | ||||||||||||
Total | $ | 130,037 | $ | 130,482 | $ | 365,062 | $ | 316,667 | ||||||||
Operating income (loss): | ||||||||||||||||
Fulfillment | $ | 6,987 | $ | 6,644 | $ | 10,528 | $ | 7,306 | ||||||||
Engineering and Construction | (558 | ) | 1,620 | (5,041 | ) | (18,053 | ) | |||||||||
Total | $ | 6,429 | $ | 8,264 | $ | 5,487 | $ | (10,747 | ) | |||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 28, 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, fair value measurements, 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) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Components of Accounts Receivable, Net of Allowances | ' | ||||||||
The following table presents the components of accounts receivable, net of allowances: | |||||||||
(in thousands) | September 28, | December 31, | |||||||
2013 | 2012 | ||||||||
Trade accounts receivable | $ | 27,772 | $ | 22,954 | |||||
Contract billings | 33,911 | 37,246 | |||||||
Unbilled contract revenues | 33,176 | 42,287 | |||||||
Other unbilled revenues | 2,669 | 3,686 | |||||||
Retainage | 2,807 | 2,657 | |||||||
Accounts receivable, gross | 100,335 | 108,830 | |||||||
Allowance for doubtful accounts | (6,289 | ) | (6,340 | ) | |||||
Accounts receivable, net of allowances | $ | 94,046 | $ | 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) | September 28, | December 31, | |||||||
2013 | 2012 | ||||||||
Costs of in-process contracts | $ | 85,413 | $ | 85,842 | |||||
Estimated earnings, net of estimated losses | 28,268 | 30,822 | |||||||
Less: progress billings | (85,560 | ) | (79,023 | ) | |||||
$ | 28,121 | $ | 37,641 | ||||||
Unbilled contract revenues | $ | 33,176 | $ | 42,287 | |||||
Billings in excess of costs and estimated earnings | (5,055 | ) | (4,646 | ) | |||||
$ | 28,121 | $ | 37,641 | ||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Components of Goodwill by Segment | ' | ||||||||||||||||||||||||
The following table presents the components of goodwill by segment: | |||||||||||||||||||||||||
September 28, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Impairment Losses | Net | Gross | Accumulated Impairment Losses | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Fulfillment | $ | 111,306 | $ | — | $ | 111,306 | $ | 111,336 | $ | — | $ | 111,336 | |||||||||||||
Engineering and Construction | 25,484 | 14,900 | 10,584 | 25,484 | 14,900 | 10,584 | |||||||||||||||||||
Total | $ | 136,790 | $ | 14,900 | $ | 121,890 | $ | 136,820 | $ | 14,900 | $ | 121,920 | |||||||||||||
Components of Amortizable Intangible Assets | ' | ||||||||||||||||||||||||
The following table presents the components of amortizable intangible assets: | |||||||||||||||||||||||||
September 28, 2013 | December 31, 2012 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Customer relationships | $ | 97,211 | $ | 63,653 | $ | 33,558 | $ | 116,222 | $ | 78,132 | $ | 38,090 | |||||||||||||
Other | 5,561 | 3,628 | 1,933 | 7,359 | 3,436 | 3,923 | |||||||||||||||||||
Total | $ | 102,772 | $ | 67,281 | $ | 35,491 | $ | 123,581 | $ | 81,568 | $ | 42,013 | |||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||||||||
Sep. 28, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Components of Long Term Debt | ' | |||||||||||||
The following table presents the components of long-term debt: | ||||||||||||||
(in thousands) | September 28, | December 31, | ||||||||||||
2013 | 2012 | |||||||||||||
Revolving credit facility, net of discount of $3,336 at September 28, 2013 | $ | 61,164 | $ | 26,892 | ||||||||||
Term loan facility, net of discounts of $12,665 and $3,401 | 128,380 | 129,572 | ||||||||||||
Other long-term debt | 6,043 | — | ||||||||||||
Total long-term debt | 195,587 | 156,464 | ||||||||||||
Current portion of long-term debt | 7,393 | 3,450 | ||||||||||||
Long-term debt, net of current portion | $ | 188,194 | $ | 153,014 | ||||||||||
Schedule of Consolidated Leverage and Fixed Charge Coverage Ratios | ' | |||||||||||||
The following table presents the specified amounts of the Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio: | ||||||||||||||
Consolidated Leverage Ratio | Fixed Charge Coverage Ratio | |||||||||||||
Twelve months ending: | ||||||||||||||
30-Sep-13 | 5.65 | :1.00 | 1.29 | :1.00 | ||||||||||
31-Dec-13 | 4.9 | :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 | ||||||||||
Thereafter, changing over time to | 1.65 | :1.00 | 2.82 | :1.00 | ||||||||||
Schedule of Rollforward of Amended Term Loan | ' | |||||||||||||
The following table presents the rollforward of outstanding borrowings under the Term Loan from December 31, 2012 through the effective date of the amendment: | ||||||||||||||
(in thousands) | Term Loan Facility | |||||||||||||
Outstanding at December 31, 2012 | $ | 132,973 | ||||||||||||
Forbearance fees (0.50% and 2.50%) | 4,030 | |||||||||||||
Non-cash penalty interest added to Term Loan | 1,339 | |||||||||||||
Principal payments | (622 | ) | ||||||||||||
Outstanding at July 25, 2013 | $ | 137,720 | ||||||||||||
Changes to Balances of Long-term Debt as a Result of Refinancing | ' | |||||||||||||
The following table presents changes to the balances of long-term debt as a result of the refinancing: | ||||||||||||||
(in thousands) | Revolving Credit Facility | Term Loan Facility | ||||||||||||
Long-term debt, prior to refinancing | $ | 24,822 | $ | 137,720 | ||||||||||
Collateralization of letters of credit | 24,716 | — | ||||||||||||
Payment of accrued interest and fees | 261 | — | ||||||||||||
Second amendment waiver and amendment fee (2.00%) | — | 2,765 | ||||||||||||
Additional borrowings for general business purposes | 15,201 | — | ||||||||||||
Long-term debt, subsequent to refinancing | $ | 65,000 | $ | 140,485 | ||||||||||
Schedule of Components of Refinancing Costs, Loss on Extinguishment of Debt | ' | |||||||||||||
The following table presents the components of refinancing costs recognized currently in the Company’s results of operations. Such costs are presented as loss on extinguishment of debt in the condensed consolidated statements of comprehensive income or loss: | ||||||||||||||
(in thousands) | Revolving Credit Facility | Term Loan Facility | Total | |||||||||||
Unamortized costs of prior debt: | ||||||||||||||
Deferred financing costs | $ | 465 | $ | 2,693 | $ | 3,158 | ||||||||
Discount on long-term debt | — | 3,025 | 3,025 | |||||||||||
Refinancing costs paid to lenders | 65 | 2,999 | 3,064 | |||||||||||
Loss on extinguishment of debt | $ | 530 | $ | 8,717 | $ | 9,247 | ||||||||
Schedule of Components of Refinancing Costs, Deferred to Future Periods | ' | |||||||||||||
The following table presents the components of refinancing costs that have been deferred to future periods: | ||||||||||||||
(in thousands) | Balance sheet location | Revolving Credit Facility | Term Loan Facility | Total | ||||||||||
Deferred financing costs | Other assets, net | $ | 1,195 | $ | 1,720 | $ | 2,915 | |||||||
Discount on long-term debt | Long-term debt, net of current portion | 3,551 | 13,100 | 16,651 | ||||||||||
Refinancing costs deferred to future periods | $ | 4,746 | $ | 14,820 | $ | 19,566 | ||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||
Sep. 28, 2013 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Schedule of Outstanding Warrants | ' | |||||||||||
The following table presents outstanding warrants to purchase shares of the Company’s common stock as of September 28, 2013: | ||||||||||||
(in thousands, except per share amounts) | Shares | Grant Date | Expiration Date | Weighted Average Exercise Price | ||||||||
Amended Term Loan lenders | 3,791 | 25-Jul-13 | — | $ | 0.01 | |||||||
Former employees and owners | 89 | 26-Sep-07 | 26-Sep-17 | 140 | ||||||||
Former owners of an acquired broadband cable business | 2 | 2-Dec-10 | 2-Dec-20 | 56 | ||||||||
3,882 | ||||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 28, 2013 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||||
Schedule of Stock-based Compensation | ' | |||||||||||||||||||||
The following table presents stock-based compensation, a component of selling, general and administrative expenses: | ||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||
(in thousands) | September 28, | September 29, | September 28, | September 29, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Stock-based compensation | $ | 517 | $ | 1,003 | $ | 1,674 | $ | 4,050 | ||||||||||||||
Stock Options, RSUs and Restricted Shares | ' | |||||||||||||||||||||
The following table presents changes in outstanding stock options and unvested RSUs and Non-Plan Inducement Grants: | ||||||||||||||||||||||
Stock Options | RSUs | Non-Plan | ||||||||||||||||||||
Inducement Grants | ||||||||||||||||||||||
(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 | — | — | 339 | 3.8 | 24 | 1.8 | ||||||||||||||||
Exercised or vested(1) | — | — | (161 | ) | 4.86 | (96 | ) | 2.6 | ||||||||||||||
Cancelled, forfeited or expired | (22 | ) | 9.88 | (160 | ) | 5.39 | — | — | ||||||||||||||
Balance at September 28, 2013 | 11 | 11.55 | 250 | 4.25 | 120 | 2.44 | ||||||||||||||||
-1 | Represents exercises of stock options and vesting of RSUs and Non-Plan Inducement Grants |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 28, 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 | Nine Months Ended | |||||||||||||||
(in thousands) | September 28, | September 29, | September 28, | September 29, | ||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | $ | — | $ | 10,165 | $ | 1,666 | $ | 39,205 | ||||||||
Income (loss) from discontinued operations before income taxes | 61 | (37,836 | ) | (635 | ) | (40,173 | ) | |||||||||
Income tax (benefit) expense from discontinued operations | (6 | ) | (7,063 | ) | 17 | (5,501 | ) | |||||||||
Income (loss) from discontinued operations | $ | 67 | $ | (30,773 | ) | $ | (652 | ) | $ | (34,672 | ) | |||||
Restatement_Investigation_and_1
Restatement, Investigation and Related Costs (Tables) | 9 Months Ended | |||||||||||||||
Sep. 28, 2013 | ||||||||||||||||
Extraordinary and Unusual Items [Abstract] | ' | |||||||||||||||
Components of Restatement, Investigation and Related Costs | ' | |||||||||||||||
The following table presents the components of restatement, investigation and related costs: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
(in thousands) | September 28, | September 29, | September 28, | September 29, | ||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Incremental audit fees | $ | 889 | $ | — | $ | 2,871 | $ | — | ||||||||
Other professional services | 1,635 | — | 4,719 | — | ||||||||||||
Restatement, investigation and related costs | $ | 2,524 | $ | — | $ | 7,590 | $ | — | ||||||||
Restructuring_Tables
Restructuring (Tables) | 9 Months Ended | |||
Sep. 28, 2013 | ||||
Restructuring and Related Activities [Abstract] | ' | |||
Changes in Accrued Restructuring Costs | ' | |||
The following table presents changes in accrued restructuring costs: | ||||
(in thousands) | One-Time Termination Benefits | |||
Balance at December 31, 2012 | $ | 2,812 | ||
Restructuring charges | 1,149 | |||
Amounts paid | (2,264 | ) | ||
Balance at September 28, 2013 | $ | 1,697 | ||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 28, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Selected Segment Financial Information | ' | |||||||||||||||
The following table presents selected segment financial information: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
(in thousands) | September 28, | September 29, | September 28, | September 29, | ||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues: | ||||||||||||||||
Fulfillment | $ | 88,574 | $ | 84,629 | $ | 240,863 | $ | 224,601 | ||||||||
Engineering and Construction | 41,463 | 45,853 | 124,199 | 92,066 | ||||||||||||
Total | $ | 130,037 | $ | 130,482 | $ | 365,062 | $ | 316,667 | ||||||||
Operating income (loss): | ||||||||||||||||
Fulfillment | $ | 6,987 | $ | 6,644 | $ | 10,528 | $ | 7,306 | ||||||||
Engineering and Construction | (558 | ) | 1,620 | (5,041 | ) | (18,053 | ) | |||||||||
Total | $ | 6,429 | $ | 8,264 | $ | 5,487 | $ | (10,747 | ) | |||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Share data in Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Difference in amount between basic and diluted net income (loss) per share | $0 | $0 | $0 | $0 |
Convertible debt | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive shares excluded from computation of income or loss per share | 3.7 | 3.7 | 3.7 | 3.7 |
Warrants | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive shares excluded from computation of income or loss per share | 3.9 | 3.9 | 3.9 | 3.9 |
Stock-based compensation instruments | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive shares excluded from computation of income or loss per share | 0.4 | 0.4 | 0.4 | 0.4 |
Accounts_Receivable_Net_of_All2
Accounts Receivable, Net of Allowances (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Dec. 31, 2012 |
Accounts Receivable, Net [Abstract] | ' | ' |
Trade accounts receivable | $27,772 | $22,954 |
Contract billings | 33,911 | 37,246 |
Unbilled contract revenues | 33,176 | 42,287 |
Other unbilled revenues | 2,669 | 3,686 |
Retainage | 2,807 | 2,657 |
Accounts receivable, gross | 100,335 | 108,830 |
Allowance for doubtful accounts | -6,289 | -6,340 |
Accounts receivable, net of allowances | 94,046 | 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 | 85,413 | 85,842 |
Estimated earnings, net of estimated losses | 28,268 | 30,822 |
Less: progress billings | -85,560 | -79,023 |
Net costs and estimated earnings in excess of billings | 28,121 | 37,641 |
Unbilled contract revenues | 33,176 | 42,287 |
Billings in excess of costs and estimated earnings | ($5,055) | ($4,646) |
Concentration_Risks_Narrative_
Concentration Risks - Narrative (Details) | 9 Months Ended |
Sep. 28, 2013 | |
Customer | |
Concentration of credit risk | ' |
Account receivable concentration, number of major customers | 3 |
Customer Concentration Risk | Revenues | Customer One | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 42.00% |
Customer Concentration Risk | Revenues | Customer Two | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 20.00% |
Customer Concentration Risk | Revenues | Customer Three | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 12.00% |
Customer Concentration Risk | Accounts Receivable | Customer One | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 19.00% |
Customer Concentration Risk | Accounts Receivable | Customer Two | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 42.00% |
Customer Concentration Risk | Accounts Receivable | Customer Three | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 9.00% |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets - Components of Goodwill by Segment (Details) | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | USD ($) | Fulfillment | Fulfillment | Fulfillment | Engineering and Construction | Engineering and Construction |
USD ($) | CAD | USD ($) | USD ($) | USD ($) | |||
Goodwill | ' | ' | ' | ' | ' | ' | ' |
Gross Amount | $136,790 | $136,820 | $111,306 | ' | $111,336 | $25,484 | $25,484 |
Accumulated Impairment Losses | 14,900 | 14,900 | 0 | ' | 0 | 14,900 | 14,900 |
Net Amount | $121,890 | $121,920 | $111,306 | 900 | $111,336 | $10,584 | $10,584 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets - Components of Amortizable Intangible Assets (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 |
Customer relationships | Customer relationships | Other | Other | Engineering and Construction | |||
Acquired technology assets | |||||||
Components of amortizable intangible assets, net | ' | ' | ' | ' | ' | ' | ' |
Amortizable intangible assets | $102,772,000 | $123,581,000 | $97,211,000 | $116,222,000 | $5,561,000 | $7,359,000 | ' |
Accumulated amortization | 67,281,000 | 81,568,000 | 63,653,000 | 78,132,000 | 3,628,000 | 3,436,000 | ' |
Amortizable intangible assets, net | 35,491,000 | 42,013,000 | 33,558,000 | 38,090,000 | 1,933,000 | 3,923,000 | ' |
Impairment of intangible assets | ' | ' | ' | ' | ' | ' | $1,100,000 |
LongTerm_Debt_Schedule_of_Long
Long-Term Debt - Schedule of Long-Term Debt (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $195,587 | $156,464 |
Other long-term debt | 6,043 | 0 |
Current portion of long-term debt | 7,393 | 3,450 |
Long-term debt, net of current portion | 188,194 | 153,014 |
Revolving Credit Facility | Old Revolving Loan Agreement Maturing 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 61,164 | 26,892 |
Discount on long-term debt | 3,336 | ' |
Term Loan | Term Loan Agreement Maturing 2018 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 128,380 | 129,572 |
Discount on long-term debt | $12,665 | $3,401 |
LongTerm_Debt_Financial_Covena
Long-Term Debt - Financial Covenants for Consolidated Leverage and Fixed Charge Coverage Ratios (Details) | 9 Months Ended |
Sep. 28, 2013 | |
Maximum | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.75 |
Minimum | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 3.25 |
Fixed Charge Coverage Ratio | 1.2 |
Term Loan | Amended Term Loan Maturing 2018 | Twelve months ended September 30, 2013 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 5.65 |
Term Loan | Amended Term Loan Maturing 2018 | Twelve months ended September 30, 2013 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.29 |
Term Loan | Amended Term Loan Maturing 2018 | Twelve months ended December 31, 2013 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.9 |
Term Loan | Amended Term Loan Maturing 2018 | Twelve months ended December 31, 2013 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.32 |
Term Loan | Amended Term Loan Maturing 2018 | Twelve months ended March 31, 2014 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.87 |
Term Loan | Amended Term Loan Maturing 2018 | Twelve months ended March 31, 2014 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.25 |
Term Loan | Amended Term Loan Maturing 2018 | Twelve months ended June 30, 2014 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.26 |
Term Loan | Amended Term Loan Maturing 2018 | Twelve months ended June 30, 2014 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.31 |
Term Loan | Amended Term Loan Maturing 2018 | From July 1, 2014 to September 30, 2014 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.11 |
Term Loan | Amended Term Loan Maturing 2018 | From July 1, 2014 to September 30, 2014 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.32 |
Term Loan | Amended Term Loan Maturing 2018 | Thereafter, changing over time to | Maximum | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 1.65 |
Term Loan | Amended Term Loan Maturing 2018 | Thereafter, changing over time to | Minimum | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 2.82 |
LongTerm_Debt_Rollforward_of_O
Long-Term Debt - Rollforward of Outstanding Borrowings Under the Amended Term Loan Through Effective Date of Amendment (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 7 Months Ended | 3 Months Ended | 7 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 30, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Jul. 25, 2013 | Sep. 28, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 31, 2013 |
Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | ||||
Fee 1 | Fee 1 | Fee 2 | Fee 2 | Amended Term Loan Maturing 2018 | Amended Term Loan Maturing 2018 | ||||
Debt Instrument, Increase (Decrease), Net [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at beginning of period | $156,464 | ' | $156,464 | ' | ' | ' | ' | $132,973 | $140,485 |
Forbearance fees (0.50% and 2.50%) | ' | ' | ' | 700 | ' | 3,300 | ' | 4,030 | ' |
Non-cash penalty interest added to Term Loan | 600 | 700 | 600 | ' | ' | ' | ' | 1,339 | ' |
Principal payments | ' | ' | ' | ' | ' | ' | ' | -622 | ' |
Outstanding at end of period | ' | $156,464 | $195,587 | ' | ' | ' | ' | $137,720 | $140,485 |
Forbearance fee percentage | ' | ' | ' | 0.50% | 0.50% | 2.50% | 2.50% | ' | ' |
LongTerm_Debt_Balances_of_Long
Long-Term Debt - Balances of Long-term Debt as a Result of Refinancing (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Jul. 10, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 31, 2013 | Jul. 25, 2013 |
In Thousands, unless otherwise specified | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Term Loan | Term Loan | Term Loan | ||
New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | Amended Term Loan Maturing 2018 | Amended Term Loan Maturing 2018 | Amended Term Loan Maturing 2018 | |||
Debt Instrument, Increase (Decrease), Net [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at beginning of period | $195,587 | $156,464 | ' | ' | $24,822 | ' | ' | $132,973 |
Collateralization of letters of credit | ' | ' | 24,716 | 24,700 | ' | ' | 0 | ' |
Payment of accrued interest and fees | ' | ' | 261 | ' | ' | ' | 0 | ' |
Second amendment waiver and amendment fee (2.00%) | ' | ' | 0 | ' | ' | 2,800 | 2,765 | ' |
Additional borrowings for general business purposes | ' | ' | 15,201 | ' | ' | ' | 0 | ' |
Outstanding at end of period | $195,587 | $156,464 | $65,000 | ' | $24,822 | $137,720 | $140,485 | $137,720 |
Waiver and amendment fee percentage | ' | ' | ' | ' | ' | 2.00% | ' | 2.00% |
LongTerm_Debt_Components_of_Re
Long-Term Debt - Components of Refinancing Costs, Loss on Extinguishment of Debt (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Unamortized costs of prior debt, deferred financing costs | ' | ' | $3,158 | ' |
Unamortized costs of prior debt, discount on long-term debt | ' | ' | 3,025 | ' |
Refinancing costs paid to lenders | ' | ' | 3,064 | ' |
Loss on extinguishment of debt | 9,247 | 0 | 9,247 | 0 |
Revolving Credit Facility | Old Revolving Loan Agreement Maturing 2016 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Unamortized costs of prior debt, deferred financing costs | ' | ' | 465 | ' |
Unamortized costs of prior debt, discount on long-term debt | ' | ' | 0 | ' |
Refinancing costs paid to lenders | ' | ' | 65 | ' |
Loss on extinguishment of debt | ' | ' | 530 | ' |
Term Loan | Amended Term Loan Maturing 2018 | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Unamortized costs of prior debt, deferred financing costs | ' | ' | 2,693 | ' |
Unamortized costs of prior debt, discount on long-term debt | ' | ' | 3,025 | ' |
Refinancing costs paid to lenders | ' | ' | 2,999 | ' |
Loss on extinguishment of debt | ' | ' | $8,717 | ' |
LongTerm_Debt_Components_of_Re1
Long-Term Debt - Components of Refinancing Costs, Deferred to Future Periods (Details) (USD $) | Sep. 28, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Refinancing costs deferred to future periods | $19,566 | ' |
Revolving Credit Facility | New Revolving Loan Agreement Maturing 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Refinancing costs deferred to future periods | 4,746 | ' |
Term Loan | Term Loan Agreement Maturing 2018 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Discount on long-term debt | 12,665 | 3,401 |
Refinancing costs deferred to future periods | 14,820 | ' |
Other assets, net | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Deferred financing costs | 2,915 | ' |
Other assets, net | Revolving Credit Facility | New Revolving Loan Agreement Maturing 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Deferred financing costs | 1,195 | ' |
Other assets, net | Term Loan | Term Loan Agreement Maturing 2018 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Deferred financing costs | 1,720 | ' |
Long-term debt, net of current portion | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Discount on long-term debt | 16,651 | ' |
Long-term debt, net of current portion | Revolving Credit Facility | New Revolving Loan Agreement Maturing 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Discount on long-term debt | 3,551 | ' |
Long-term debt, net of current portion | Term Loan | Term Loan Agreement Maturing 2018 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Discount on long-term debt | $13,100 | ' |
LongTerm_Debt_Narratives_Detai
Long-Term Debt - Narratives (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 7 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 7 Months Ended | 3 Months Ended | 7 Months Ended | ||||||||||||||||||||||||
Mar. 30, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | 31-May-13 | 31-May-13 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jul. 25, 2013 | Jul. 31, 2013 | Jul. 10, 2013 | Sep. 28, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 31, 2013 | Sep. 28, 2013 | Jul. 10, 2013 | Jul. 25, 2013 | Jul. 31, 2013 | Jul. 25, 2013 | Sep. 28, 2013 | Dec. 31, 2012 | Sep. 28, 2013 | Mar. 30, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Jul. 25, 2013 | Sep. 28, 2013 | Jul. 25, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | |
Skylink | Skylink | Minimum | Maximum | 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 | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Other assets, net | Other assets, net | Other assets, net | Long-term debt, net of current portion | Long-term debt, net of current portion | Long-term debt, net of current portion | |||||
Earn-out two | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | New Revolving Loan Agreement Maturing 2016 | Old Revolving Loan Agreement Maturing 2016 | Old Revolving Loan Agreement Maturing 2016 | Old Revolving Loan Agreement Maturing 2016 | Amended Term Loan Maturing 2018 | Amended Term Loan Maturing 2018 | Amended Term Loan 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 | Fee 1 | Fee 1 | Fee 2 | Fee 2 | Revolving Credit Facility | Term Loan | Revolving Credit Facility | Term Loan | |||||||||||
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 | LIBOR | Alternate base rate | Alternate base rate | New Revolving Loan Agreement Maturing 2016 | Term Loan Agreement Maturing 2018 | New Revolving Loan Agreement Maturing 2016 | Term Loan Agreement Maturing 2018 | ||||||||||||||||||||||||||||
Minimum | Maximum | variable_rate_option | |||||||||||||||||||||||||||||||||||||||
variable_rate_option | |||||||||||||||||||||||||||||||||||||||||
Loan Compliance, Refinancing and Term Loan Amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,000,000 | ' | ' | ' | ' | ' | ' | $35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable interest rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | 'alternate base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | 'alternate base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.25% | 8.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.50% | ' | 8.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of variable rate options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate at end of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee on unused capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Availability under loan agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Eligible receivables used to calculate borrowing base | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 24,000,000 | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collateral fees that might be applied to letter of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential additional borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | 25,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,915,000 | 1,195,000 | 1,720,000 | ' | ' | ' |
Discount on long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,336,000 | ' | ' | ' | ' | 12,665,000 | 3,401,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,651,000 | 3,551,000 | 13,100,000 |
Term loan, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan, repayment as a percentage of loan amounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, PIK interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of warrants issued to lenders under term loan facilities | ' | ' | 13,100,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio | ' | ' | ' | ' | ' | ' | 3.25 | 4.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | 1.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncash penalty interest added to Term Loan | 600,000 | 700,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,339,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forbearance fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 0.50% | 2.50% | 2.50% | ' | ' | ' | ' | ' | ' |
Forbearance fees | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,030,000 | ' | ' | ' | ' | ' | 700,000 | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' |
Collateralization of letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,716,000 | 24,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Waiver and amendment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Second amendment waiver and amendment fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,800,000 | $2,765,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise price (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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2012 | Sep. 28, 2013 |
In Millions, unless otherwise specified | Acquired technology assets | |
Level 2 measurements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Impairment of intangible assets | ' | $1.10 |
Interest rate collar agreements, percentage of face value of Term Loan covered | 50.00% | ' |
Interest rate collar agreements, amount of face value of Term Loan covered | $67.50 | ' |
Legal_and_Regulatory_Contingen1
Legal and Regulatory Contingencies - Narrative (Details) (USD $) | 1 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Oct. 31, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | 31-May-13 |
Securities Litigation, Civil Action NO. 13-2119 | Securities Litigation, Civil Action NO. 13-2119 | Pending litigation | Earn-out two | |
FLSA collective action | Skylink | |||
Loss Contingencies [Line Items] | ' | ' | ' | ' |
Preliminary agree upon settlement amount | $1.60 | ' | ' | ' |
Costs related to indemnification for period | ' | 0.3 | ' | ' |
Potential loss exposure, minimum | ' | ' | 0 | ' |
Potential loss exposure, maximum | ' | ' | 3.8 | ' |
Contingent consideration liability | ' | ' | ' | $6 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Class of Warrant or Right [Line Items] | ' |
Shares | 3,882 |
Amended Term Loan lenders | ' |
Class of Warrant or Right [Line Items] | ' |
Shares | 3,791 |
Weighted Average Exercise Price | 0.01 |
Former employees and owners | ' |
Class of Warrant or Right [Line Items] | ' |
Shares | 89 |
Weighted Average Exercise Price | 140 |
Former owners of an acquired broadband cable business | ' |
Class of Warrant or Right [Line Items] | ' |
Shares | 2 |
Weighted Average Exercise Price | 56 |
Stockholders_Equity_Narratives
Stockholders' Equity (Narratives) (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 31, 2012 | Jul. 25, 2013 |
Term Loan | ||||
Amended Term Loan Maturing 2018 | ||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Shares authorized | 220,000,000 | ' | ' | ' |
Common stock shares authorized | 200,000,000 | ' | 200,000,000 | ' |
Common 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, par value (in dollars per share) | $0.00 | ' | $0.00 | ' |
Warrant exercise price (in dollars per share) | ' | ' | ' | 0.01 |
Number of warrants | ' | ' | ' | 3,800,000 |
Number of warrants, as a percentage of shares outstanding | ' | ' | ' | 19.99% |
Value of warrants issued to lenders under term loan facilities | $13,100 | $0 | ' | $13,100 |
Liquidated damages as percentage of the market price of the Registrable Securities on that date | ' | ' | ' | 1.00% |
StockBased_Compensation_Narrat
Stock-Based Compensation - Narrative (Details) | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | ||
Plan | RSUs | RSUs | RSUs | RSUs | RSUs | RSUs | Restricted shares | Restricted shares | Restricted shares | Stock Options | Stock Options | 2009 Plan | 1999 Plan | 2007 Plan | |||
Senior executives | Board of Directors members | Other Individuals | Former Member of Senior Management | Terminated Officers | Senior executives | Other Individuals | Other Individuals | ||||||||||
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 0 | 0 | ||
RSUs granted | ' | 339,000 | 215,227 | 124,032 | ' | ' | ' | 24,000 | 23,925 | ' | ' | ' | ' | ' | ' | ||
RSUs vested | ' | 161,000 | [1] | ' | ' | 111,403 | 49,666 | ' | 96,000 | [1] | ' | 96,154 | ' | ' | ' | ' | ' |
Forfeiture of nonvested RSUs due to termination of officers | ' | 160,000 | ' | ' | ' | ' | 128,750 | 0 | ' | ' | ' | ' | ' | ' | ' | ||
Cancelled, forfeited or expired (in shares) | ' | ' | ' | ' | 30,393 | ' | ' | ' | ' | ' | 22,000 | 22,231 | ' | ' | ' | ||
[1] | Represents exercises of stock options and vesting of RSUs and Non-Plan Inducement Grants |
StockBased_Compensation_Change
Stock-Based Compensation - Changes in Stock Options, RSUs and Restricted Shares (Details) (USD $) | 9 Months Ended | |
Sep. 28, 2013 | ||
Stock Options | ' | |
Shares | ' | |
Beginning Balance (in shares) | 33,000 | |
Granted (in shares) | 0 | |
Exercised or vested (in shares) | 0 | [1] |
Cancelled, forfeited or expired (in shares) | -22,000 | |
Ending balance (in shares) | 11,000 | |
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) | $9.88 | |
Ending balance (in dollars per share) | $11.55 | |
RSUs | ' | |
Shares | ' | |
Beginning Balance (in shares) | 232,000 | |
Granted (in shares) | 339,000 | |
Exercised / Vested (in shares) | -161,000 | [1] |
Cancelled, forfeited or expired (in shares) | -160,000 | |
Ending balance (in shares) | 250,000 | |
Weighted Average Grant Date Fair Value | ' | |
Beginning Balance (in dollars per share) | $6.12 | |
Granted (in dollars per share) | $3.80 | |
Exercised / Vested (in dollars per share) | $4.86 | [1] |
Cancelled, forfeited or expired (in dollars per share) | $5.39 | |
Ending balance (in dollars per share) | $4.25 | |
Non-Plan Inducement Grants | ' | |
Shares | ' | |
Beginning Balance (in shares) | 192,000 | |
Granted (in shares) | 24,000 | |
Exercised / Vested (in shares) | -96,000 | [1] |
Cancelled, forfeited or expired (in shares) | 0 | |
Ending balance (in shares) | 120,000 | |
Weighted Average Grant Date Fair Value | ' | |
Beginning Balance (in dollars per share) | $2.60 | |
Granted (in dollars per share) | $1.80 | |
Exercised / Vested (in dollars per share) | $2.60 | [1] |
Cancelled, forfeited or expired (in dollars per share) | $0 | |
Ending balance (in dollars per share) | $2.44 | |
[1] | Represents exercises of stock options and vesting of RSUs and Non-Plan Inducement Grants |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Stock-based Compensation (Details) (Selling, general, and administrative expenses, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Selling, general, and administrative expenses | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation | $517 | $1,003 | $1,674 | $4,050 |
Income_Taxes_Details
Income Taxes (Details) | 9 Months Ended |
Sep. 28, 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 | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Discontinued operations | ' | ' | ' | ' |
Income (loss) from discontinued operations | $67 | ($30,773) | ($652) | ($34,672) |
Wireline Group | ' | ' | ' | ' |
Discontinued operations | ' | ' | ' | ' |
Revenues | 0 | 10,165 | 1,666 | 39,205 |
Income (loss) from discontinued operations before income taxes | 61 | -37,836 | -635 | -40,173 |
Income tax (benefit) expense from discontinued operations | -6 | -7,063 | 17 | -5,501 |
Income (loss) from discontinued operations | $67 | ($30,773) | ($652) | ($34,672) |
Restatement_Investigation_and_2
Restatement, Investigation and Related Costs (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Unusual or Infrequent Item [Line Items] | ' | ' | ' | ' |
Restatement, investigation and related costs | $2,524 | $0 | $7,590 | $0 |
Incremental audit fees | ' | ' | ' | ' |
Unusual or Infrequent Item [Line Items] | ' | ' | ' | ' |
Restatement, investigation and related costs | 889 | 0 | 2,871 | 0 |
Other professional services | ' | ' | ' | ' |
Unusual or Infrequent Item [Line Items] | ' | ' | ' | ' |
Restatement, investigation and related costs | $1,635 | $0 | $4,719 | $0 |
Restructuring_Details
Restructuring (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Restructuring charges | $670 | $1,594 | $1,149 | $6,400 |
One-Time Termination Benefits | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' |
Beginning balance | ' | ' | 2,812 | ' |
Restructuring charges | 600 | ' | 1,149 | ' |
Amounts paid | ' | ' | -2,264 | ' |
Ending balance | $1,697 | ' | $1,697 | ' |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Segment | ||||
Selected segment financial information | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 2 | ' |
Selected segment financial information | ' | ' | ' | ' |
Revenues | $130,037 | $130,482 | $365,062 | $316,667 |
Operating income (loss) | 6,429 | 8,264 | 5,487 | -10,747 |
Fulfillment | ' | ' | ' | ' |
Selected segment financial information | ' | ' | ' | ' |
Revenues | 88,574 | 84,629 | 240,863 | 224,601 |
Operating income (loss) | 6,987 | 6,644 | 10,528 | 7,306 |
Engineering and Construction | ' | ' | ' | ' |
Selected segment financial information | ' | ' | ' | ' |
Revenues | 41,463 | 45,853 | 124,199 | 92,066 |
Operating income (loss) | ($558) | $1,620 | ($5,041) | ($18,053) |