Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 17, 2014 | Jun. 28, 2013 | |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'UniTek Global Services, Inc. | ' | ' |
Entity Central Index Key | '0000826773 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-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 | ' | 19,227,041 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Public Float | ' | ' | $15,084,976 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $1,842 | $3,836 |
Accounts receivable, net of allowances | 73,358 | 102,490 |
Inventories | 15,187 | 15,266 |
Prepaid insurance | 6,599 | 760 |
Other current assets | 4,108 | 6,800 |
Total current assets | 101,094 | 129,152 |
Restricted cash | 16,767 | 0 |
Property and equipment, net of accumulated depreciation of $49,189 and $41,953 | 14,912 | 26,393 |
Amortizable intangible assets, net (includes amortizable customer relationships, net, of $32,263 and $38,090) | 33,963 | 42,013 |
Goodwill | 98,579 | 121,920 |
Other assets, net | 5,233 | 6,925 |
Total assets | 270,548 | 326,403 |
CURRENT LIABILITIES | ' | ' |
Current portion of long-term debt | 7,502 | 3,450 |
Current portion of capital lease obligations | 4,849 | 7,688 |
Accounts payable | 23,906 | 48,845 |
Accrued insurance | 17,719 | 16,248 |
Accrued compensation and benefits | 7,965 | 9,766 |
Other current liabilities | 17,296 | 27,361 |
Total current liabilities | 79,237 | 113,358 |
Long-term debt, net of current portion | 174,044 | 153,014 |
Capital lease obligations, net of current portion | 3,509 | 8,040 |
Other liabilities | 2,299 | 3,688 |
Total liabilities | 259,089 | 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, 19,039 and 18,736 issued and outstanding) | 0 | 0 |
Additional paid-in capital | 275,274 | 260,077 |
Accumulated other comprehensive income | 89 | 57 |
Accumulated deficit | -263,904 | -211,831 |
Total stockholders’ equity | 11,459 | 48,303 |
Total liabilities and stockholders’ equity | $270,548 | $326,403 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Property and equipment, net - accumulated depreciation | $49,189 | $41,953 |
Amortizable intangible assets, net | 33,963 | 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 | 19,039,000 | 18,736,000 |
Common stock, number of shares outstanding | 19,039,000 | 18,736,000 |
Customer Relationships [Member] | ' | ' |
Amortizable intangible assets, net | $32,263 | $38,090 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income or Loss (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | ' | ' |
Revenues | $471,933 | $437,596 |
Cost of revenues | 387,376 | 356,794 |
Gross profit | 84,557 | 80,802 |
Selling, general and administrative expenses | 42,223 | 46,357 |
(Income) expense related to contingent consideration | -114 | 10,096 |
Restructuring charges | 1,071 | 8,013 |
Restatement, investigation and related costs | 8,820 | 0 |
Impairment charges | 24,374 | 14,900 |
Depreciation and amortization | 20,258 | 26,469 |
Operating loss | -12,075 | -25,033 |
Interest expense | 30,454 | 15,329 |
Loss on extinguishment of debt | 9,247 | 0 |
Other income, net | -733 | -1,244 |
Loss from continuing operations before income taxes | -51,043 | -39,118 |
Income tax (benefit) expense | -552 | 353 |
Loss from continuing operations | -50,491 | -39,471 |
Loss from discontinued operations | -1,582 | -38,259 |
Net loss | -52,073 | -77,730 |
Other comprehensive income or loss: | ' | ' |
Foreign currency translation | 32 | 39 |
Comprehensive loss | ($52,041) | ($77,691) |
Net loss per share – basic and diluted | ' | ' |
Continuing operations (in dollars per share) | ($2.65) | ($2.17) |
Discontinued operations (in dollars per share) | ($0.08) | ($2.11) |
Total (in dollars per share) | ($2.73) | ($4.28) |
Weighted average shares of common stock outstanding - basic and diluted (in shares) | 19,046 | 18,182 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholder's Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
In Thousands, unless otherwise specified | |||||
Balance at Dec. 31, 2011 | $115,662 | $0 | $249,745 | $18 | ($134,101) |
Balance ( in shares) at Dec. 31, 2011 | ' | 16,305 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | -77,730 | ' | ' | ' | -77,730 |
Foreign currency translation | 39 | ' | ' | 39 | ' |
Shares of common stock issued in connection with: | ' | ' | ' | ' | ' |
Stock-based compensation plans (shares) | ' | 326 | ' | ' | ' |
Stock-based compensation plans | -362 | ' | -362 | ' | ' |
Warrants issued | 0 | ' | ' | ' | ' |
Business acquisitions (shares) | ' | 2,105 | ' | ' | ' |
Business acquisitions | 5,789 | ' | 5,789 | ' | ' |
Stock-based compensation | 4,905 | ' | 4,905 | ' | ' |
Balance at Dec. 31, 2012 | 48,303 | 0 | 260,077 | 57 | -211,831 |
Balance ( in shares) at Dec. 31, 2012 | ' | 18,736 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | -52,073 | ' | ' | ' | -52,073 |
Foreign currency translation | 32 | ' | ' | 32 | ' |
Shares of common stock issued in connection with: | ' | ' | ' | ' | ' |
Stock-based compensation plans (shares) | ' | 303 | ' | ' | ' |
Stock-based compensation plans | -45 | ' | -45 | ' | ' |
Warrants issued | 13,066 | ' | 13,066 | ' | ' |
Stock-based compensation | 2,176 | ' | 2,176 | ' | ' |
Balance at Dec. 31, 2013 | $11,459 | $0 | $275,274 | $89 | ($263,904) |
Balance ( in shares) at Dec. 31, 2013 | ' | 19,039 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($52,073) | ($77,730) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Provision for doubtful accounts | 2,792 | 4,819 |
Depreciation and amortization | 20,353 | 29,016 |
Impairment charges | 24,374 | 50,080 |
Loss on extinguishment of debt | 9,247 | 0 |
Interest and fees added to debt principal | 8,204 | 0 |
Amortization of deferred financing costs and debt discount | 2,943 | 2,180 |
(Income) expense related to contingent consideration | -114 | 10,096 |
Stock-based compensation | 2,176 | 4,905 |
Gain on sale of property and equipment | -940 | -1,365 |
Loss on sale of Wireline Group | 0 | 978 |
Deferred income taxes, net | 84 | -5,602 |
Payment of contingent consideration | 0 | -1,560 |
Changes in working capital: | ' | ' |
Accounts receivable | 26,340 | -28,029 |
Inventories | 79 | -2,571 |
Prepaid expenses and other assets | -2,587 | -4,268 |
Accounts payable and other liabilities | -30,825 | 28,001 |
Net cash provided by operating activities | 10,053 | 8,950 |
Cash flows from investing activities: | ' | ' |
Acquisition of property and equipment | -2,360 | -5,642 |
Proceeds from sale of property and equipment | 2,056 | 2,133 |
Cash paid for acquisition of businesses | 0 | -16,858 |
Proceeds from sale of Wireline Group | 0 | 5,435 |
Net cash used in investing activities | -304 | -14,932 |
Cash flows from financing activities: | ' | ' |
Proceeds from revolving credit facilities, net | 21,161 | 11,229 |
Proceeds from term loan facilities | 0 | 33,750 |
Repayment of term loan facilities | -1,298 | -1,277 |
Repayment of capital lease obligations | -8,174 | -11,585 |
Restriction of cash to collateralize letters of credit | -24,716 | 0 |
Release of cash restriction on collateralized letters of credit | 7,949 | 0 |
Payment of contingent consideration | 0 | -21,480 |
Payment of financing fees | -6,811 | -1,021 |
Other financing activities | -79 | -362 |
Net cash (used in) provided by financing activities | -11,968 | 9,254 |
Effect of exchange rate on cash and cash equivalents | 225 | 31 |
Net (decrease) increase in cash and cash equivalents | -1,994 | 3,303 |
Cash and cash equivalents at beginning of period | 3,836 | 533 |
Cash and cash equivalents at end of period | 1,842 | 3,836 |
Supplemental cash flow information: | ' | ' |
Interest paid | 20,331 | 13,600 |
Income taxes paid | 382 | 879 |
Significant non-cash investing and financing activities: | ' | ' |
Value of warrants issued to lenders under term loan facilities | 13,066 | 0 |
Fair value of equity paid for acquisition | 0 | 5,789 |
Acquisition of property and equipment financed by capital leases | $804 | $4,313 |
Business
Business | 12 Months Ended | |
Dec. 31, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Business | ' | |
Business | ||
UniTek Global Services, Inc., with its subsidiaries (the “Company”), is a full-service provider of technical services to customers in the wireless telecommunications, public safety, satellite television and broadband cable industries in the United States and Canada. The Company’s principal lines of service, or segments, and their relative importance to operations, based upon contribution to consolidated revenues, are: | ||
• | Comprehensive installation and fulfillment services (“Fulfillment”), whereby the Company deploys technicians to install its customers’ equipment, such as television receiver units, into homes and businesses. This segment makes up approximately two-thirds of the business; and | |
• | Wireless telecommunication construction, project management and systems integration (“Engineering and Construction”), whereby the Company assembles teams of engineers and technicians to design and build large wireless infrastructure projects for its customers. This segment makes up approximately one-third of the business. | |
The Company’s customers are primarily satellite television, broadband cable and other telecommunications companies, their contractors, and municipalities and related agencies. The Company’s customers utilize its services to build and maintain their infrastructure and networks and to provide residential and commercial fulfillment services, which is critical to their ability to deliver voice, video and data services to end users. |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The consolidated statements of comprehensive income or loss and related footnote disclosures present the continuing operations of the Company, with discontinued operations presented separately where applicable. The consolidated balance sheets, statements of changes in stockholders’ equity, 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. | |
We experienced losses of $52.1 million and $77.7 million in the year ended December 31, 2013 and 2012, respectively. While a significant portion of these losses were non-cash charges or resulting from unusual events, and we entered a new loan facility in 2013 which increased our borrowing capacity and liquidity but at higher cost, our liquidity is dependent upon continued improved financial performance. If the Company is unable to improve profitability, reduce long-term debt or obtain additional financing, the related lack of liquidity or compliance with long-term debt covenants could have a material adverse effect on the Company’s operations. At December 31, 2013 and March 17, 2014, in addition to cash on hand, the Company had availability under its revolving loan facility of $8.2 million, and it has the ability to borrow up to an incremental $10 million if underlying eligible receivables increase. | |
The following reclassifications were made to the prior balance sheet to conform to the current presentation: (i) prepaid insurance was separately presented from other current assets; (ii) deferred tax assets, net, were aggregated with other assets, net; (iii) current portion of contingent consideration was aggregated with other current liabilities; and (iv) deferred tax liabilities were aggregated with other liabilities. | |
All intercompany transactions and balances among subsidiaries have been eliminated in consolidation. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 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 and other long-lived assets, fair value measurements, the allowance for doubtful accounts, accrued insurance, income taxes 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 changes. 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 consolidated financial statements. | |
Net Income or Loss per Share | |
Basic net loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net income or loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the periods adjusted for the dilutive effect, if any, of the exercise or conversion of instruments into common stock, such as non-vested restricted stock units, non-vested restricted shares, warrants or redeemable obligations. | |
During the years ended December 31, 2013 and 2012, there were no differences in the amount of basic and diluted net income or loss per share. Common shares from the potential redemption of an obligation into 3.7 million common shares (see Note 10), the potential exercise of warrants for 3.9 million common shares (see Note 14) and the potential issuance of 0.4 million common shares related to outstanding stock-based compensation awards (see Note 15) were excluded from the calculations of diluted net income or loss per share because their effects were anti-dilutive. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
Summary of Significant Accounting Policies | ||
The following is a summary of the significant accounting policies followed in the preparation of the accompanying consolidated financial statements. | ||
Business Combinations | ||
The Company accounts for business combinations by estimating the fair value of consideration paid for acquired businesses, including contingent consideration, and allocating that amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill. The estimates of fair values are determined utilizing customary valuation procedures and techniques, which require the Company, among other things, to estimate future cash flows and discount rates. The accounting for business combinations is preliminary and subject to potential adjustment until finalized no later than one year from the date of acquisition. | ||
The Company recognizes the acquisition date fair value of contingent consideration as part of the consideration transferred in a business combination. Contingent consideration is classified as either a liability or equity in accordance with GAAP. If classified as a liability, the liability is remeasured to fair value at each subsequent reporting date until the contingency is resolved, with changes in fair value recorded on the consolidated statements of comprehensive income or loss. If classified as equity, contingent consideration is not remeasured, and subsequent settlement is accounted for within equity. | ||
Cash and Cash Equivalents, including Restricted Cash | ||
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash, restricted cash and cash equivalents held with banks may exceed the amount of insurance provided on such deposits. Consequentially, our cash and cash equivalents are subject to credit risk. Cash or cash equivalents that are restricted as to withdrawal or usage are classified separately from cash, with such provisions disclosed in the notes to the consolidated financial statements. | ||
Accounts Receivable, Net of Allowances | ||
Accounts receivable are customer obligations for services rendered under normal trade terms. The Company’s customers are primarily satellite television, broadband cable and other telecommunications companies, their contractors, and municipalities and related agencies in the United States and Canada. The Company performs periodic credit evaluations of its customers’ financial condition but generally does not require its customers to provide collateral. Trade accounts receivable and contract billings are recorded at the invoiced amount and do not bear interest. Unbilled contract revenues represent revenues recognized on construction and equipment installation contracts that are not yet billed or billable pursuant to contract terms. Unbilled contract revenues are generally billed within three months subsequent to the provision of the services, although for some customers such periods may extend longer. | ||
The Company maintains an allowance for doubtful accounts for estimated losses resulting from uncollectible accounts. The Company records a specific reserve for known or suspected doubtful accounts receivable. For all other accounts, the Company records a general reserve based on the length of time receivables are past due and historical write-off experience. The Company evaluates the adequacy of the reserve using several factors including the age of receivables, historical collections experience with the customer, changes in the customer’s credit worthiness or financial condition, availability of liens, payment bonds or other sources of payment, and current industry and economic trends. Account balances are charged off against the allowance when they are deemed uncollectible. The provision for doubtful accounts is recorded as a reduction to revenues or in selling, general and administrative expenses depending upon whether the related revenues have been billed to the customer. | ||
Inventories | ||
Inventories consist primarily of materials and supplies purchased from the customer and other suppliers used for installation fulfillment services and wireless construction. The Company’s inventories in the Fulfillment segment include serialized and non-serialized inventories. Serialized inventories consist primarily of receivers and similar devices supplied by the customer for installation purposes. Non-serialized inventories consist of dishes, poles, cables, switches and various other parts. Inventories for the Fulfillment segment are stated at the lower of cost or market using the first in, first out method. The Company’s inventories in the Engineering and Construction segment consist primarily of off-the-shelf inventories used on wireless construction projects. Inventories for the Engineering and Construction segment are stated at lower of cost or market using the average cost method. | ||
Property and Equipment, Net | ||
Property and equipment consists primarily of vehicles, equipment and software and are either owned or held under capital leases. Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, except for capital lease assets which are depreciated over the lesser of the lease term or the estimated useful life. Vehicles are depreciated over three to five years, equipment is depreciated over eighteen months to seven years and software is depreciated over three to five years. Maintenance and repairs are expensed as incurred, whereas significant renewals and betterments are capitalized. Certain costs to develop or obtain software for internal use are capitalized and classified within software. Upon retirement or other disposition of property and equipment, cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected as other income or expense, net. Depreciation of property and equipment is classified within depreciation and amortization. | ||
Goodwill and Amortizable Intangible Assets | ||
Goodwill represents the excess of purchase price over the fair value of assets acquired net of liabilities assumed in a business combination. Goodwill is assigned to individual reporting units that have been established at the operating segment level. The Company amortizes intangible assets on a straight-line basis over the estimated lives of those assets. | ||
The Company reviews goodwill for impairment at least annually or more often if an event occurs or circumstances change which indicates that their carrying amount may exceed their fair value. The annual impairment review is performed as of the first day of the fourth quarter of each fiscal year based upon information and estimates available at that time. To perform the impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair values of its reporting units are less than their carrying amounts. The Company then estimates the fair value of each reporting unit not meeting the qualitative criteria and compares their fair values to their carrying values. The Company determines fair value of the reporting unit using a combination of a market-based approach and an income approach relying on a discounted cash flow analysis. Determining fair value required the exercise of significant judgment, including judgments about the amount and timing of future cash flows, appropriate discount rates and relevant comparable company earnings multiples for the market-based approach. The cash flows employed in the discounted cash flow analyses were based on business forecasts for the subsequent year, and for years beyond that, the growth rates used incorporated estimated future growth and profitability rates in the Company’s industry, considering company-specific factors such as its liquidity position. The discount rates used in the discounted cash flow analyses were intended to reflect the risks inherent in the future cash flows of the reporting unit and were based on a market participant’s estimated cost of capital. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. | ||
If the carrying value of a reporting unit exceeds its fair value, the Company determines the implied fair value of goodwill assigned to that reporting unit by deducting the estimated fair value of its net assets, other than goodwill, from its overall fair value. If the fair value of goodwill is less than its carrying amount, the Company recognizes an impairment charge for the difference. | ||
Long-Lived Assets | ||
The Company reviews long-lived assets, consisting primarily of property and equipment and amortizable intangible assets, for recoverability whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. In analyzing recoverability, the Company uses projections of future undiscounted cash flows from the assets. These projections are based on estimated growth rates for the related business, anticipated future economic conditions and estimated residual values. If the future undiscounted cash flows of such assets are less than their carrying value, the Company recognizes an impairment charge for the amount by which their carrying value exceeds their fair value. | ||
Accrued Insurance | ||
The Company maintains high-deductible insurance policies for workers’ compensation, general liability, automobile, medical and dental claims. Because most claims against the Company do not exceed its deductibles, the Company is effectively self-insured for substantially all claims. Accrued insurance represents the Company’s estimate of the loss that will ultimately be incurred on reported claims and claims that have been incurred but not yet reported. The Company’s insurance accruals incorporate historical loss experience and judgments about the present and expected levels of cost per claim. Trends in actual experience are a significant factor in the determination of such reserves. The Company updates its estimates and the appropriateness of its reserves quarterly based upon known facts, historical trends and its judgments regarding future claims. | ||
Long-Term Debt, including Financing Costs | ||
Costs associated with obtaining long-term debt are deferred and amortized to interest expense over the term of the related debt using the effective interest method. Deferred costs paid to lenders are classified as a discount to long-term debt, and deferred costs paid to others are classified within other assets, net, on the consolidated balance sheets. | ||
Lease Obligations | ||
The Company rents vehicles and also equipment, office space and certain other assets under non-cancelable leases. Depending upon contractual terms and the characteristics of the leased assets, leases are classified as either capital or operating. Capital lease assets and related obligations are classified on the consolidated balance sheets as property and equipment, net, and capital lease obligations, respectively. Acquisitions of capital lease assets are disclosed as significant non-cash investing and financing activities on the consolidated statements of cash flows. Capital lease payments are separated into principal and interest and classified as financing and operating activities, respectively, on the consolidated statements of cash flows. Operating leases are not included on the consolidated balance sheets, are expensed as incurred and payments thereon are classified as operating activities on the consolidated statements of cash flows. | ||
Fair Value Measurements | ||
Fair value is a market-based measurement, not an entity-specific measurement, and represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company estimates the fair value of assets and liabilities using a combination of available market information and commonly accepted valuation methodologies that are classified into three categories: | ||
• | Level 1 — Quoted market prices in active markets for identical assets or liabilities at the measurement date. | |
• | Level 2 — Observable market based inputs or other observable inputs corroborated by market data at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. | |
• | Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using valuation models that utilize management’s estimates of market participant assumptions. | |
The Company exercises considerable judgment when estimating fair value, particularly when judging what assumptions market participants would likely make when assessing fair value. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values. | ||
Commitments and Contingencies | ||
Litigation and other contingencies are reflected in the consolidated financial statements based on management’s assessments of the expected outcome of legal proceedings or the expected resolution of other contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates. | ||
The Company generally warrants the work it performs for one to two years following substantial completion of a project. Warranty reserves are included within other liabilities on the consolidated balance sheets. Historically, the Company has not accrued material warranty reserves or experienced material warranty claims. | ||
Revenue Recognition | ||
The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenues are recognized net of any estimated allowances. | ||
Fulfillment | ||
The Company recognizes revenues from installation and fulfillment services as the services are rendered. Fulfillment services are performed pursuant to work orders under master service or similar types of service agreements that specify units of service to be performed for a contractually stated fixed price per unit. Revenues from fulfillment services are reported net of equipment costs payable to the customer because the Company acts as an agent with respect to the equipment. Generally, the recognition of revenues in the Fulfillment segment does not require significant estimates or assumptions. | ||
Engineering and Construction | ||
The Company recognizes revenues from wireless telecommunication construction, project management and systems integration contracts under the percentage of completion method based on the percentage of costs incurred to date compared to estimated total costs at completion. Such services are performed pursuant to work orders under agreements or master agreements that specify units of service to be performed for a contractually stated price per unit that the Company is entitled to receive upon satisfactory completion of each unit. Contracts generally become billable upon satisfaction of contractually specified performance milestones per individual contract terms or, in most cases, for work completed to date in the event of project termination. The Company combines contracts when they are, in effect, parts of a single project with an overall profit margin. Costs used to determine percentage of completion include direct costs such as materials, labor and subcontractor costs and indirect costs specifically allocable or identifiable to each contract, such as indirect labor, supplies, tools and repairs. Contract losses are recognized currently if it becomes known that a contract will be performed at an overall loss. | ||
Unbilled contract revenues represent revenues recognized pursuant to such contracts that are not yet billed or billable pursuant to contract terms. Billings in excess of costs and estimated earnings represent the value of services to customers that have been billed as of the balance sheet date but for which the requisite services have not yet been rendered. | ||
Certain contracts include multiple deliverables, specifically systems integration contracts with a separate maintenance component for a specific period of time following implementation. The maintenance component of these contracts is typically for a period of one to ten years. The Company accounts for the maintenance component of these contracts as a separate unit of accounting with the revenue being recognized on a pro rata basis over the term of the maintenance period. The revenue for the remaining portion of the contract is recognized on the percentage of completion method. The value assigned to each unit of accounting is determined primarily based upon its separate selling price. The liability associated with these maintenance contracts is reflected within other current liabilities and other liabilities. | ||
Costs relating to customer claims and change orders are expensed in the period incurred unless approved by the customer or persuasive evidence exists that the costs will be recovered, in which case they are included in the Company’s estimates of total contract revenues and costs. The Company determines the likelihood that costs relating to claims and change orders will be recovered based upon past practices or specific discussions, correspondence or negotiation with the customer. | ||
At any time the Company has numerous contracts in progress which can be at various stages of completion. The percentage of completion method requires estimates of progress towards completion to determine the extent of revenue and earnings recognition. The Company reviews and revises its determination of total contract revenues and its estimates of total cost quarterly as work progresses. Any adjustments to earnings arising from such revisions are made cumulatively through the date of revision and are included in results of operations in the period of revision. The most significant estimates that the Company must make in order to recognize revenues are determining (i) the total estimated cost of each project at completion, including whether and when any contracts will be performed at an overall loss, and therefore recognizing that loss immediately; (ii) the relative values of each unit of accounting under multiple-element arrangements; (iii) the likelihood that costs related to claims and change orders will be recoverable; and (iv) for certain contracts, the estimation of total contract revenue. Such estimates, by their nature, involve judgment regarding future uncertainties and could result in significant changes in estimate in the future. To further illustrate the sensitivity of these estimates, the Company in prior years had to restate revenues in prior financial statements as a result of errors made in applying certain of these principles. | ||
Stock-Based Compensation | ||
Stock-based compensation is measured based on the grant-date fair value of awards ultimately expected to vest. The grant-date fair value of restricted stock units and non-vested restricted shares is measured based on their intrinsic values, calculated from the quoted closing market prices for the Company’s common stock on the date of grant. The number of awards ultimately expected to vest is estimated beginning on the date of grant by use of an estimated forfeiture rate. The estimated forfeiture rate is based on historical forfeiture data and expected employee turnover rates, which management reevaluates each period. Stock-based compensation expense is recognized on a straight-line basis, or as the awards vest if sooner, from the date of grant through the end of the requisite service period. Stock-based compensation has not had, and is not expected to have, any impact to cash flows because the Company does not expect to realize the benefits of the related deferred tax assets. The Company’s policy is to issue new shares of common stock upon the vesting of its stock-based awards. | ||
Income Taxes | ||
Income tax expense or benefit consists of taxes currently due plus deferred taxes related to differences between the basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense or benefit. | ||
The Company establishes tax valuation allowances to reduce deferred tax assets, such as tax loss carry forwards, to net realizable value. The Company considers future pretax income and ongoing prudent and feasible tax planning strategies in assessing the net realizable value of deferred tax assets and the need for such a valuation allowance. In the event that the Company determines that it may not be able to realize all or part of the net deferred tax asset in the future, a valuation allowance for the deferred tax asset is charged against income tax expense or benefit in the period such determination is made. The establishment of the valuation allowance does not preclude the Company from utilizing its deferred tax assets in the future; however, the Company has experienced ownership changes as defined under Section 382 of the Internal Revenue Code, and therefore the use of the tax loss carry forwards is subject to limitation. | ||
The Company provides an intra-period tax allocation of income tax expense or benefit to continuing operations and discontinued operations. | ||
The Company recognizes uncertain tax positions in its financial statements when minimum recognition criteria are met in accordance with current accounting guidance. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense or benefit. | ||
Discontinued Operations | ||
The Company reports the results of operations of a business as discontinued operations if the business has been disposed of or is classified as held for sale, the operations and cash flows of the business have been or will be eliminated from ongoing operations as a result of a disposal transaction and there will not be any significant continuing involvement in the operations of the business after the disposal transaction. The results of discontinued operations, including any gain or loss recognized as a result of a disposal transaction, are reclassified from continuing operations to income or loss from discontinued operations in the consolidated statements of comprehensive income or loss and related footnote disclosures for all periods presented. | ||
Foreign Currency Translation | ||
The balance sheets of foreign subsidiaries are translated into United States dollars at current period-end rates, and the statements of comprehensive income or loss are translated at average monthly rates during each monthly period. Net exchange gains or losses resulting from the translation of foreign financial statements and the effect of exchange rate changes on intercompany transactions of a long-term investment nature are accumulated and credited or charged to accumulated other comprehensive income. Any foreign currency gains or losses related to transactions are charged to other income or expense, net. | ||
New Accounting Pronouncements | ||
There were no recently issued accounting pronouncements that significantly affected the consolidated financial statements or any yet-to-be-adopted accounting standards that, when adopted, are expected to materially affect the consolidated financial statements. |
Business_Combinations
Business Combinations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Combinations | ' | |||||||
Business Combinations | ||||||||
The following table presents the calculation and allocation of purchase price for business combinations completed during the two year period ended December 31, 2013: | ||||||||
(in thousands) | Skylink | Cable Acquisitions | ||||||
Calculation of purchase price: | ||||||||
Cash | $ | 14,000 | $ | 2,858 | ||||
Fair value of equity consideration | 4,018 | — | ||||||
Fair value of contingent consideration | 5,332 | 484 | ||||||
Purchase price | $ | 23,350 | $ | 3,342 | ||||
Allocation of purchase price: | ||||||||
Accounts receivable | $ | 1,789 | $ | — | ||||
Inventories | 1,548 | — | ||||||
Property and equipment | 1,115 | 599 | ||||||
Amortizable intangible assets | 17,490 | 690 | ||||||
Goodwill | 3,752 | 2,257 | ||||||
Accounts payable and other current liabilities | (2,344 | ) | — | |||||
Capital lease obligations | — | (204 | ) | |||||
Purchase price | $ | 23,350 | $ | 3,342 | ||||
The following table presents additional information about acquired amortizable intangible assets: | ||||||||
Skylink | Cable Acquisitions | |||||||
Acquired amortizable intangible assets (in thousands): | ||||||||
Customer relationships | $ | 17,000 | $ | 560 | ||||
Other | 490 | 130 | ||||||
Total | $ | 17,490 | $ | 690 | ||||
Weighted average amortization period (in years): | ||||||||
Customer relationships | 7 | 2 | ||||||
Other | 3 | 1 | ||||||
Total | 6.9 | 1.8 | ||||||
Skylink | ||||||||
On September 14, 2012, the Company entered into an asset purchase agreement to purchase substantially all of the assets of Skylink LTD (“Skylink”) relating to its business of conducting video, Internet and multi-dwelling unit fulfillment and installation for DIRECTV in various markets in Indiana, Ohio and West Virginia. | ||||||||
In accordance with the asset purchase agreement, the Company agreed to pay the former owners of Skylink an aggregate purchase price of up to $23.5 million, subject to certain conditions and adjustments as set forth in the agreement, consisting of (i) a cash payment at closing of $14.0 million; (ii) deferred consideration with a fair value of $4.0 million, consisting primarily of the minimum portion of an earn-out payment (as described further below); and (iii) contingent consideration of up to $5.5 million. | ||||||||
The contingent consideration was in the form of earn-out payments. The initial earn-out payment of $3.5 million, which was paid in December 2012, was based upon the achievement of certain metrics related to the timely transition of operations to the Company. The second earn-out payment of $6.0 million, consisting of a $4.0 million deferred payment and contingent consideration of up to an additional $2.0 million, was based upon the achievement of revenue targets as defined in the asset purchase agreement and was payable no later than May 31, 2013, subject to certain conditions. These conditions have not yet been satisfied, and thus the second earn-out has not yet been paid and has been included within the current portion of long-term debt. Additional details are provided in the section entitled “Redeemable Obligation” within Note 10. | ||||||||
The customer relationships acquired consisted primarily of contractual rights to perform fulfillment services for DIRECTV. The Company expects that these contracts will be renewed at the end of their four-year remaining term. | ||||||||
The results of Skylink have been included in the Fulfillment segment since the date of acquisition. During the year ended December 31, 2012, the acquisition of Skylink contributed revenues of approximately $8.5 million and operating income of approximately $2.2 million. Acquisition related costs for the year ended December 31, 2012 were $0.2 million, which were recorded as a component of selling, general and administrative expenses. The recognized goodwill which is expected to be tax deductible, representing the value of the existing workforce as well as expected synergies from the combination of operations, and is included within the assets of the Fulfillment segment. | ||||||||
The following table presents unaudited pro forma revenues and income or loss from continuing operations as if the acquisition of Skylink occurred on January 1, 2012: | ||||||||
(in thousands) | Year Ended | |||||||
31-Dec-12 | ||||||||
Revenues | $ | 456,898 | ||||||
Loss from continuing operations | (37,862 | ) | ||||||
Cable Acquisitions | ||||||||
The Company acquired certain broadband cable fulfillment businesses (the “Cable Acquisitions”) during the year ended December 31, 2012: | ||||||||
• | On March 2, 2012, the Company acquired substantially all of the assets and assumed certain liabilities of Cableview Communications Inc. (“Cableview”), a provider of broadband cable installation services in the eastern United States, for a purchase price of $2.9 million; and | |||||||
• | On January 3, 2012, the Company acquired substantially all of the assets and assumed certain liabilities of Streamline Communications, Inc., a provider of broadband cable installation services in the greater Dallas, Texas market, for a purchase price of $0.5 million. | |||||||
The Cable Acquisitions have expanded the Company’s broadband cable installation presence in certain geographies within the United States and enhanced the Company’s customer diversification. | ||||||||
The Company issued contingent consideration to acquire Cableview in the form of earn-out payments. The earn-out payments were based on the achievement of certain revenue levels for the six- and twelve-month periods subsequent to the acquisition date up to maximum amounts of $0.4 million and $1.4 million, respectively. The Company estimated that the fair value of the earn-out payments was $0.5 million on the acquisition date. The revenue targets were not met, so no earn-out payments were made, and the Company recognized income related to contingent consideration of $0.5 million during the year ended December 31, 2012. | ||||||||
The results of the Cable Acquisitions have been included in the Fulfillment segment since their respective acquisition dates. The contribution of the Cable Acquisitions to consolidated revenues and operating income or loss was not material to the Company’s results of operations, on either an actual or a pro forma basis. The recognized tax deductible goodwill, represents the value of the existing workforce as well as expected synergies from the combination of operations, and is included within the assets of the Fulfillment segment. |
Accounts_Receivable_Net_of_All
Accounts Receivable, Net of Allowances | 12 Months Ended | |||||||
Dec. 31, 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) | 31-Dec-13 | 31-Dec-12 | ||||||
Trade accounts receivable | $ | 16,308 | $ | 22,954 | ||||
Contract billings | 30,928 | 37,246 | ||||||
Unbilled contract revenues | 26,915 | 42,287 | ||||||
Other unbilled revenues | 1,376 | 3,686 | ||||||
Retainage | 2,698 | 2,657 | ||||||
Accounts receivable, gross | 78,225 | 108,830 | ||||||
Allowance for doubtful accounts | (4,867 | ) | (6,340 | ) | ||||
Accounts receivable, net of allowances | $ | 73,358 | $ | 102,490 | ||||
All trade accounts receivable and other unbilled revenues are expected to be collected within the next year. We expect that a substantial majority of contract billings and unbilled contract revenues will be collected within the next year; our allowance for doubtful accounts is sufficient to cover the remainder. Retainage has been billed but is not due until completion of performance and acceptance by customers according to the terms of contracts, which could occur beyond one year. | ||||||||
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) | 31-Dec-13 | 31-Dec-12 | ||||||
Costs of in-process contracts | $ | 80,407 | $ | 85,842 | ||||
Estimated earnings, net of estimated losses | 22,158 | 30,822 | ||||||
Less: progress billings | (81,799 | ) | (79,023 | ) | ||||
$ | 20,766 | $ | 37,641 | |||||
Unbilled contract revenues | $ | 26,915 | $ | 42,287 | ||||
Billings in excess of costs and estimated earnings | (6,149 | ) | (4,646 | ) | ||||
$ | 20,766 | $ | 37,641 | |||||
Concentration_Risks
Concentration Risks | 12 Months Ended |
Dec. 31, 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, respectively, for 44%, 18% and 12% of revenues for the year ended December 31, 2013 and for 39%, 13% and 11% of accounts receivable, net of allowances, at December 31, 2013. The largest and third-largest customers by revenues were included in the Fulfillment segment, and the second-largest customer by revenues was included in the Engineering and Construction segment. |
Restricted_Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2013 | |
Restricted cash [Abstract] | ' |
Restricted Cash | ' |
Restricted Cash | |
At December 31, 2013, the Company had $16.8 million of restricted cash, representing cash on account with its former lender as collateral for $16.2 million of standby letters of credit and fees issued thereon under the prior revolving credit facility. The cash balance becomes available to the Company upon cancellation or transfer of the standby letters of credit to the current revolving credit facility by the holders. | |
In connection with the July 2013 refinancing (see Note 10), the Company was required to deposit a total of $24.7 million of cash with its former lenders consisting of (i) collateral for $24.0 million of standby letters of credit then outstanding under the revolving loan agreement; and (ii) $0.7 million against which fees may be applied. In December 2013, $7.9 million of that cash became unrestricted upon the transfer of $7.8 million in standby letters of credit by the holders to the current revolving credit facility resulting in a restricted cash balance of $16.8 million at December 31, 2013 as collateral for $16.2 million of standby letters of credit. The restricted cash balance becomes available to the Company upon cancellation or transfer of the standby letters of credit to the current revolving credit facility by the holders. | |
In March 2014, an additional $3.7 million in standby letters of credit were transferred to the revolving credit facility and additional cash became unrestricted. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment, Net | ' | |||||||
Property and Equipment, Net | ||||||||
The following table presents the components of property and equipment, net: | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Vehicles | $ | 32,456 | $ | 36,343 | ||||
Equipment | 23,025 | 23,051 | ||||||
Software | 4,942 | 4,401 | ||||||
Other | 3,678 | 4,551 | ||||||
Property and equipment, gross | 64,101 | 68,346 | ||||||
Accumulated depreciation | (49,189 | ) | (41,953 | ) | ||||
Property and equipment, net | $ | 14,912 | $ | 26,393 | ||||
Depreciation expense, including depreciation of capital lease assets, was $13.3 million and $15.9 million for the years ended December 31, 2013 and 2012, respectively. | ||||||||
As of December 31, 2013 and 2012 the gross amount of capital lease assets, consisting entirely of vehicles, was $30.3 million and $33.2 million, respectively, and the related accumulated depreciation was $22.3 million and $18.1 million, respectively. |
Goodwill_and_Amortizable_Intan
Goodwill and Amortizable Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Amortizable Intangible Assets | ' | ||||||||||||||||||||||||
Goodwill and Amortizable Intangible Assets | |||||||||||||||||||||||||
The following table presents changes in goodwill by segment: | |||||||||||||||||||||||||
(in thousands) | Fulfillment | Engineering and Construction | Total | ||||||||||||||||||||||
Balance at December 31, 2011 | $ | 105,308 | $ | 58,489 | $ | 163,797 | |||||||||||||||||||
Acquisitions | 6,009 | — | 6,009 | ||||||||||||||||||||||
Impairment charges | — | (47,905 | ) | (47,905 | ) | ||||||||||||||||||||
Foreign currency translation | 19 | — | 19 | ||||||||||||||||||||||
Balance at December 31, 2012 | 111,336 | 10,584 | 121,920 | ||||||||||||||||||||||
Impairment charges | (12,700 | ) | (10,584 | ) | (23,284 | ) | |||||||||||||||||||
Foreign currency translation | (57 | ) | — | (57 | ) | ||||||||||||||||||||
Balance at December 31, 2013 | $ | 98,579 | $ | — | $ | 98,579 | |||||||||||||||||||
The following table presents the components of goodwill by segment: | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Impairment Losses | Net | Gross | Accumulated Impairment Losses | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Fulfillment | $ | 111,279 | $ | (12,700 | ) | $ | 98,579 | $ | 111,336 | $ | — | $ | 111,336 | ||||||||||||
Engineering and Construction | 25,484 | (25,484 | ) | — | 25,484 | (14,900 | ) | 10,584 | |||||||||||||||||
Total | $ | 136,763 | $ | (38,184 | ) | $ | 98,579 | $ | 136,820 | $ | (14,900 | ) | $ | 121,920 | |||||||||||
Additional information about acquisitions and impairment charges may be found in Notes 4 and 11, respectively. Fulfillment segment goodwill includes $0.9 million denominated in Canadian dollars, resulting in foreign currency translation changes from period to period. | |||||||||||||||||||||||||
The following table presents the components of amortizable intangible assets: | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Customer relationships | $ | 96,449 | $ | 64,186 | $ | 32,263 | $ | 116,222 | $ | 78,132 | $ | 38,090 | |||||||||||||
Other | 4,518 | 2,818 | 1,700 | 7,359 | 3,436 | 3,923 | |||||||||||||||||||
Total | $ | 100,967 | $ | 67,004 | $ | 33,963 | $ | 123,581 | $ | 81,568 | $ | 42,013 | |||||||||||||
During the year ended December 31, 2013, the Company wrote off the gross amount and accumulated amortization of intangible assets related to the sale of the wireline telecommunications business unit (see Note 17) and fully impaired acquired technology assets of the Engineering and Construction segment with a carrying value of $1.1 million (see Note 11). | |||||||||||||||||||||||||
Amortization expense for the years ended December 31, 2013 and 2012 was $7.0 million and $10.6 million, respectively. The following table presents estimated amortization expense for each of the following five years and thereafter: | |||||||||||||||||||||||||
(in thousands) | Estimated Amortization Expense | ||||||||||||||||||||||||
Year ending December 31, | |||||||||||||||||||||||||
2014 | $ | 5,960 | |||||||||||||||||||||||
2015 | 5,802 | ||||||||||||||||||||||||
2016 | 4,961 | ||||||||||||||||||||||||
2017 | 4,588 | ||||||||||||||||||||||||
2018 | 4,554 | ||||||||||||||||||||||||
Thereafter | 8,098 | ||||||||||||||||||||||||
Total | $ | 33,963 | |||||||||||||||||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Long-Term Debt | ' | |||||||||||||
Long-Term Debt | ||||||||||||||
The following table presents the components of long-term debt: | ||||||||||||||
(in thousands) | 31-Dec-13 | 31-Dec-12 | ||||||||||||
Revolving credit facility, net of discount of $3,013 at December 31, 2013 | $ | 45,040 | $ | 26,892 | ||||||||||
Term loan facility, net of discounts of $11,951 and $3,401 | 130,354 | 129,572 | ||||||||||||
Redeemable obligation | 6,152 | — | ||||||||||||
Long-term debt | 181,546 | 156,464 | ||||||||||||
Current portion of long-term debt | 7,502 | 3,450 | ||||||||||||
Long-term debt, net of current portion | $ | 174,044 | $ | 153,014 | ||||||||||
The following table presents future maturities of long-term debt, excluding debt discounts, at December 31, 2013: | ||||||||||||||
(in thousands) | Future Maturities | |||||||||||||
Year ending December 31, | ||||||||||||||
2014 | $ | 7,502 | ||||||||||||
2015 | 1,350 | |||||||||||||
2016 | 49,403 | |||||||||||||
2017 | 1,350 | |||||||||||||
2018 | 136,905 | |||||||||||||
Thereafter | — | |||||||||||||
Total | $ | 196,510 | ||||||||||||
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 information about the refinancing is 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 standby 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 outstanding borrowings under the New Revolving Loan was 10.25% at December 31, 2013. The New Revolving Loan is subject to a commitment fee of 2.00% on the unused portion of the facility. Standby letters of credit may be issued up to the maximum amount at an annual interest rate equal to 9.00%. At December 31, 2013 outstanding standby letters of credit issued under this facility were $7.8 million. In March 2014 (i) $2.4 million of standby letters of credit issued under the New Revolving Loan facility were cancelled by the holder and, (ii) $3.7 million in standby letters of credit were transferred to the New Revolving Loan facility and additional cash became unrestricted as described further in Note 7. The New Revolving Loan matures on April 15, 2016. | ||||||||||||||
There was $8.2 million of availability under the New Revolving Loan at December 31, 2013. Availability was calculated based upon (i) total potential availability under the New Revolving Loan of $64.1 million, which was determined as the lesser of (a) the $75.0 million face amount of the facility and (b) a borrowing base of $64.1 million, calculated based upon eligible receivables of $44.1 million plus an additional amount of $20.0 million (the “Additional Amount”); less (ii) outstanding standby letters of credit under the New Revolving Loan of $7.8 million; less (iii) outstanding borrowings under the New Revolving Loan of $48.1 million. The Additional Amount varies from $0.0 million to $20.0 million based upon the total of eligible and ineligible receivables; the minimum amount is used at $60.0 million or less of total receivables, the maximum amount is used at $80.0 million of greater of total receivables, and a proportional amount is used if total receivables are between $60.0 million and $80.0 million. | ||||||||||||||
In connection with the refinancing, proceeds from the New Revolving Loan were used to repay the Prior Revolving Loan. Refinancing costs paid 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. The discount and the deferred financing costs are being amortized to interest expense over the life of the New Revolving Loan. | ||||||||||||||
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 information about the refinancing is 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 December 31, 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. The warrants are exercisable at $0.01 per share for 3.8 million shares of the Company’s common stock (see Note 14). 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. | ||||||||||||||
Redeemable Obligation | ||||||||||||||
In September 2012, the Company purchased substantially all of the assets of Skylink. In accordance with the purchase agreement, a redeemable obligation of $6.2 million was accrued as of May 31, 2013 because the Company had not yet paid the second earn-out. 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 10.00% per annum commencing on May 31, 2013. The obligation also contains an equity redemption feature 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 14, 2012, the date of the purchase agreement for the acquisition of Skylink. The conversion price would be calculated based on the 20 days 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 up to a maximum of the $6.2 million amount of the obligation. | ||||||||||||||
At December 31, 2013, this instrument was redeemable for the 3.7 million maximum number of shares of common stock plus an additional $0.2 million of cash based on a conversion price of $1.61 per share. An increase to the conversion price of $0.10 per share would have decreased both the number of shares issuable by 0.1 million and the amount payable in cash by $0.2 million, while a decrease in the conversion price of $0.10 per share would have resulted in no additional shares issued and an increase to the amount payable in cash by $0.4 million. | ||||||||||||||
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: | ||||||||||||||
• | a Consolidated Leverage Ratio, no greater than specified amounts, representing the Company’s long-term debt divided by adjusted earnings, as defined; and | |||||||||||||
• | a Fixed Charge Coverage Ratio, no less than specified amounts, representing the Company’s adjusted earnings, as defined, 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: | ||||||||||||||
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 | ||||||||||
31-Dec-14 | 3.94 | :1.00 | 1.38 | :1.00 | ||||||||||
31-Dec-15 | 3.11 | :1.00 | 1.76 | :1.00 | ||||||||||
31-Dec-16 | 2.38 | :1.00 | 2.22 | :1.00 | ||||||||||
December 31, 2017 and thereafter | 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. | ||||||||||||||
At December 31, 2013, the Company was in compliance with the Consolidated Leverage Ratio and the Fixed Charge Coverage Ratio and all other covenants. Because these ratios become more restrictive over time, the Company will need to either increase its Adjusted EBITDA, decrease its long-term debt (including a reduction of cash collateralized standby letters of credit) or decrease its fixed charges such as cash paid for debt service, capital expenditures and income taxes, to remain in compliance. | ||||||||||||||
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 the uses of proceeds from the refinancing: | ||||||||||||||
(in thousands) | Revolving Credit Facility | Term Loan Facility | ||||||||||||
10-Jul-13 | 25-Jul-13 | |||||||||||||
Repayment of / balance of prior long-term debt | $ | 24,822 | $ | 137,720 | ||||||||||
Collateralization of standby 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 | — | ||||||||||||
Proceeds from / balance of current long-term debt | $ | 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 as collateral for outstanding standby letters of credit under the Prior Revolving Loan, as discussed further in Note 7. | ||||||||||||||
In connection with the amendment of the Term Loan, 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 to the lenders as described further in Note 14. | ||||||||||||||
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 consolidated statements of comprehensive income or loss: | ||||||||||||||
(in thousands) | Revolving Credit Facility | Term Loan Facility | Total | |||||||||||
Write-off of 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 or payable 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, gross | Other assets, net | $ | 1,195 | $ | 1,766 | $ | 2,961 | |||||||
Discount on long-term debt, gross | Long-term debt, net of current portion | 3,551 | 13,100 | 16,651 | ||||||||||
Refinancing costs deferred to future periods | $ | 4,746 | $ | 14,866 | $ | 19,612 | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 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 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). Restricted cash is carried at historical cost, which approximates fair value (Level 2 measurement.) 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). | ||||||||||||||||||||||
Fair Value Measurements with Significant Unobservable Inputs | ||||||||||||||||||||||
The following table presents changes in contingent consideration liabilities measured at fair value using significant unobservable inputs (Level 3): | ||||||||||||||||||||||
(in thousands) | Contingent Consideration | |||||||||||||||||||||
Balance at December 31, 2011 | $ | 14,852 | ||||||||||||||||||||
Acquisitions | 5,816 | |||||||||||||||||||||
Settlements – cash | (23,040 | ) | ||||||||||||||||||||
Settlements – equity | (5,789 | ) | ||||||||||||||||||||
Changes in fair value | 10,096 | |||||||||||||||||||||
Balance at December 31, 2012 | $ | 1,935 | ||||||||||||||||||||
At December 31, 2012, the remaining balance of contingent consideration was related to an earn-out for the acquisition of Skylink. This amount was fully settled during 2013 and included in long-term debt at December 31, 2013 as discussed further below. | ||||||||||||||||||||||
Pinnacle | ||||||||||||||||||||||
The agreement to purchase the assets of Pinnacle Wireless, Inc. (“Pinnacle”) provided for the payment of contingent consideration in the form of earn-out payments, not to exceed $30.0 million, based on the achievement of contractual EBITDA performance targets for the six months ended September 30, 2011, the twelve months ended March 31, 2012 and / or the twelve months ended March 31, 2013. The asset purchase agreement provided that if the September 30, 2011 or March 31, 2012 performance targets were not met, the entire earn-out, or some portion thereof, still could be earned based on Pinnacle’s actual EBITDA attained for the twelve months ending March 31, 2013. The Company used a Monte Carlo simulation model applied to its estimate of Pinnacle’s expected EBITDA performance at each of the measurement dates to estimate the fair value of the potential earn-out. The significant assumptions used in this valuation methodology depended upon considerable judgment and included forecasted EBITDA, an estimate of the volatility of Pinnacle’s earnings based upon a selected peer group, and an interest rate tied to the Company’s credit risk profile with terms approximating the earn-out periods. Utilizing the estimated peer group volatility and an estimated range of EBITDA outcomes between 80% and 120% of the estimated EBITDA, the estimated range of outcomes on an undiscounted basis was expected to be between $17.4 million and $30.0 million as of the purchase date on April 3, 2011. | ||||||||||||||||||||||
At December 31, 2011, the estimated fair value of the earn-out of $14.9 million was based on (i) Pinnacle’s actual 2011 EBITDA, (ii) Pinnacle’s revised EBITDA forecasts for the twelve month periods ending March 31, 2012 and 2013, and (iii) payments of $2.4 million made against the liability during the year ended December 31, 2011. Based on Pinnacle’s pre-restatement EBITDA data, the Company transferred an additional $19.5 million and $5.8 million in cash and shares of common stock, respectively, during the year ended December 31, 2012. These payments exceeded the fair value of the liability at December 31, 2011, resulting in expense related to contingent consideration of $10.5 million for the year ended December 31, 2012. | ||||||||||||||||||||||
Based upon the restated financial information for Pinnacle and other currently available information, the Company has concluded that no earn-out was payable under the agreement to purchase Pinnacle. The Company intends to seek repayment of the contingent consideration paid, and any amount recovered will be reflected in the consolidated statements of comprehensive income or loss at such time as the amount is determined and the gain has been realized. | ||||||||||||||||||||||
Skylink | ||||||||||||||||||||||
The fair value of contingent consideration payable to the former owners of Skylink was calculated using the average of probability-weighted contingent consideration payments resulting from expected revenues at each of the measurement dates. The significant assumptions used in these calculations included forecasted revenues and the estimated likelihood for each performance scenario. The acquisition-date fair value of the Skylink contingent consideration of $5.3 million, of which $3.5 million was paid during the year ended December 31, 2012, reflected the Company’s belief that the revenue target was highly likely to be fully met. The earn-out was settled at the end of its measurement period on March 31, 2013, with negligible changes to fair value, and subsequently reclassified to current portion of long-term debt on May 31, 2013, as discussed further at Note 10 in the section entitled “Redeemable Obligation.” | ||||||||||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||||||||||
The following table presents information about assets that were measured at fair value on a nonrecurring basis during the two year period ended December 31, 2013: | ||||||||||||||||||||||
(in thousands) | Measurement Date | Fair Value | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | Impairment Charges | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||
Wireless reporting unit: | ||||||||||||||||||||||
Goodwill | 31-Dec-13 | $ | — | $ | — | $ | — | $ | — | $ | 10,585 | |||||||||||
Amortizable intangible assets | 28-Sep-13 | — | — | — | — | 1,090 | ||||||||||||||||
Goodwill | 30-Sep-12 | 10,630 | — | — | 10,630 | 14,900 | ||||||||||||||||
Broadband Cable reporting unit: | ||||||||||||||||||||||
Goodwill | 31-Dec-13 | 13,279 | — | — | 13,279 | 14,900 | ||||||||||||||||
Wireline Group: | ||||||||||||||||||||||
Property and equipment | 29-Sep-12 | 3,094 | — | — | 3,094 | 2,175 | ||||||||||||||||
Goodwill | 29-Sep-12 | — | — | — | — | 33,005 | ||||||||||||||||
Annual Goodwill Impairment Testing | ||||||||||||||||||||||
30-Sep-12 | ||||||||||||||||||||||
When the Company performed its annual goodwill impairment test in the fourth quarter of 2012, it determined the carrying value of the wireless reporting unit (which in 2013 constituted the Engineering and Construction segment) (“Wireless reporting unit”) exceeded its fair value. The Company determined fair value using a combination of the market-based approach and the income approach relying on a discounted cash flow analysis. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based approach (Level 3 measurements). The cash flows employed in the discounted cash flow analyses are based on the Company’s internal business model for 2013 and, for years beyond 2013 the growth rates used are an estimate of the future growth in the industry in which the Company participates, considering its liquidity position and the refinancing of its debt which occurred in July 2013 (See Note 10). The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the reporting unit and are based on an estimated market participant’s cost of capital. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. | ||||||||||||||||||||||
For the second step of the impairment test, the Company allocated the fair value of the Wireless reporting unit to all of its assets and liabilities based on their relative fair values at the date of the impairment test. The Company then compared the implied fair value of the reporting unit’s goodwill of $10.6 million to its carrying amount of $25.5 million. Since the carrying amount of the goodwill exceeded its implied fair value, the Company recognized an impairment charge of $14.9 million for the year ended December 31, 2012. | ||||||||||||||||||||||
The Company also performed long-lived asset impairment test, which confirmed the future undiscounted cash flows of property and equipment and amortizable intangible assets of the Wireless reporting unit to exceed their carrying values. | ||||||||||||||||||||||
29-Sep-13 | ||||||||||||||||||||||
The Company performed its annual goodwill impairment test as of September 29, 2013 and determined the fair value of each of the three reporting units exceeded their respective carrying value. The Company determined fair value using a combination of the market-based approach and the income approach relying on a discounted cash flow analysis. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based approach (Level 3 measurements). The cash flows employed in the discounted cash flow analyses are based on the Company’s internal business model for 2013 and, for years beyond 2013 the growth rates used are an estimate of the future growth in the industry in which the Company participates, considering its liquidity position and the refinancing of its debt which occurred in July 2013 (See Note 10). The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the reporting unit and are based on an estimated market participant’s cost of capital. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. The estimated fair value of the reporting units at September 29, 2013 was supported by then current internal business forecasts. | ||||||||||||||||||||||
Interim Goodwill and Long-lived Asset Impairment Testing | ||||||||||||||||||||||
29-Sep-12 | ||||||||||||||||||||||
The Company determined that the net assets of the wireline telecommunications business unit (formerly part of the Engineering and Construction segment) met the definition of a disposal group held for sale at September 29, 2012 (the “Wireline Group”). The Company estimated the future cash flows of the property and equipment of the Wireline Group and determined that their carrying value exceeded both the sum of their undiscounted cash flows and their fair values, resulting in an impairment charge of $2.2 million. The estimated future cash flows used in the undiscounted cash flow test and the fair value measurement were based on anticipated growth rates for the Wireline Group, future economic conditions and residual values (Level 3 measurements). | ||||||||||||||||||||||
The Company estimated the fair value of the Wireline Group and determined that the implied fair value of the goodwill was zero, resulting in an impairment charge of $33.0 million included in loss from discontinued operations in the year ended December 31,2012. The fair value of the goodwill was implied by calculating the fair value of the Wireline Group and subtracting from that the fair values of the assets attributable to the reporting unit other than goodwill. The fair value of the reporting unit was determined by considering both a market approach, including private bid information obtained by the Company (Level 2 measurements) and the future discounted cash flows attributable to each, which was determined using the Company’s internal operating forecasts, weighted-average cost of capital, and certain other assumptions (Level 3 measurements). The fair values of the other assets and liabilities attributable to the Wireline Group, other than property and equipment, were calculated using historical cost, which was materially representative of their fair values due to the relatively short-term nature of the assets and liabilities (Level 2 measurements) and was used only for purposes of calculating the implied fair value of goodwill. | ||||||||||||||||||||||
Subsequent to the goodwill impairment, the Company measured the fair values of the assets held for sale and the liabilities held for sale of the Wireline Group, less estimated selling costs, and determined that their carrying values did not exceed this amount. | ||||||||||||||||||||||
28-Sep-13 | ||||||||||||||||||||||
During the three months ended September 28, 2013, the Company determined that certain amortizable intangible assets of the Wireless reporting unit 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). | ||||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||
During late 2013, the Company determined that certain revenue growth assumptions and related profitability assumptions used previously in determining the Wireless and Broadband Cable reporting unit fair values would not be achieved. As a result, management determined that indicators of impairment existed at December 31, 2013 and performed interim impairment testing of goodwill and long-lived assets, based on revised forecasts, for its Wireless reporting unit and Broadband Cable reporting unit. | ||||||||||||||||||||||
The Company determined the carrying values of the Wireless and Cable reporting units exceeded their respective fair values. The Company determined fair value using a combination of the market-based approach and the income approach relying on a discounted cash flow analysis. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based approach (Level 3 measurements). The cash flows employed in the discounted cash flow analyses are based on the Company’s internal business model for 2014 and, for the four subsequent years beyond 2014, developed as part of our budget process and to be used as we explore refinancing alternatives. The growth rates used are an estimate of the future growth in the industry in which the reporting unit participates. The forecast represented the best information available to the Company at the time. The discount rates used in the discounted cash flow analyses are intended to reflect the risks inherent in the future cash flows of the reporting unit and are based on an estimated market participant’s cost of capital. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. | ||||||||||||||||||||||
For the second step of the impairment test, the Company allocated the fair value of the reporting unit to all of their respective assets and liabilities based on their relative fair value at the date of the impairment test. The Company then compared the implied fair value of the Wireless reporting unit’s goodwill of $0.0 and the Broadband Cable reporting unit’s goodwill of $13.3 million to their respective carrying amounts. Since the carrying amount of the goodwill exceeded its implied fair value, the Company recognized impairment charges of $10.6 million and $12.7 million for the Wireless reporting and Broadband Cable reporting units, respectively, for the year ended December 31, 2013. | ||||||||||||||||||||||
The Company also performed long-lived asset impairment tests, which compared the future undiscounted cash flows of property and equipment and amortizable intangible assets of the Wireless and Broadband Cable reporting units to their carrying values. Each passed with considerable margin. | ||||||||||||||||||||||
Should actual future results differ from those projections used in the impairment testing, or should our assumptions prove to be incorrect, the fair value of a reporting unit could decline further, which could result in additional impairment. Following the goodwill impairment charges, the Engineering and Construction and Fulfillment segments’ goodwill was $0 million and $98.6 million, respectively, at December 31, 2013. | ||||||||||||||||||||||
Derivative Instruments | ||||||||||||||||||||||
The Company held no derivative instruments at December 31, 2013. 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 and the income effect thereof were not material to the Company’s consolidated financial statements. |
Lease_Obligations
Lease Obligations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Leases [Abstract] | ' | |||||||
Lease Obligations | ' | |||||||
Lease Obligations | ||||||||
The following table presents future minimum lease payments under capital and noncancelable operating leases at December 31, 2013: | ||||||||
(in thousands) | Capital Leases | Operating Leases | ||||||
Year ending December 31, | ||||||||
2014 | $ | 4,916 | $ | 9,712 | ||||
2015 | 2,854 | 7,970 | ||||||
2016 | 571 | 3,855 | ||||||
2017 | 134 | 1,148 | ||||||
2018 | 50 | 73 | ||||||
Thereafter | — | — | ||||||
Total minimum lease payments | $ | 8,525 | $ | 22,758 | ||||
Amounts representing interest | 167 | |||||||
Capital lease obligations | 8,358 | |||||||
Current portion of capital lease obligations | 4,849 | |||||||
Capital lease obligations, net of current portion | $ | 3,509 | ||||||
Operating lease expense was approximately $14.0 million and $10.7 million for the years ended December 31, 2013 and 2012, respectively, and is included as a component of cost of revenues or selling, general and administrative expenses depending on the nature of the lease. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
The following sections summarize what management believes to be the most significant commitments and contingencies. | |
Class Action Lawsuit | |
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. In February 2014, the Court entered an Order granting preliminary approval of the settlement agreement, and the hearing to approve the final settlement is set for June 2014. The Company believes that the settlement amount will be covered by insurance and has accrued the $0.3 million deductible. | |
Collective Action under Fair Labor Standards Act | |
The Company had a collective action under the Fair Labor Standards Act filed against it in the United States District Court for the Western District of Tennessee in February 2008. In October 2012, a judgment was entered for the plaintiffs. 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. | |
Skylink Complaint | |
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. See Note 10 for additional information. | |
Indemnification Obligations | |
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. | |
Other | |
The Company is involved in certain other legal and regulatory actions, such as employment-related matters, tax issues, wage and hour claims, and union grievance matters, which arose in the ordinary course of business. 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. | |
The Company is required by certain customers and licensing agencies to enter into surety bonds, which provide a guarantee to the customer or agency that the Company will perform under the terms of its contracts, including payment of subcontractors and other vendors. In the event of payments by the bonding company due to non-performance, the Company would become liable to the bonding company up to the full amount of the bond. At December 31, 2013 and 2012, the Company had $46.4 million and $69.0 million of surety bonds outstanding, respectively. | |
The Company is also required, primarily by its insurers, to enter into standby letters of credit, which provide the insurers a guaranteed source of funding for unsettled insurance claims due from the Company. Additional details about standby letters of credit are provided in Notes 7 and 10. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Equity [Abstract] | ' | ||||||||||
Stockholders' Equity | ' | ||||||||||
Stockholders’ Equity | |||||||||||
The Company is authorized to issue 20 million shares of preferred stock, par value $0.00002 per share, and 200 million shares of common stock, par value $0.00002 per share. | |||||||||||
Warrants | |||||||||||
The following table presents information about warrants to purchase shares of the Company’s common stock as of December 31, 2013, all of which were exercisable: | |||||||||||
(in thousands, except per share amounts) | Outstanding (in shares) | Grant Date | Expiration Date | 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 19.9% 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 10. | |||||||||||
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 Company satisfied its obligations by filing the registration statement in November 2013. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ||||||||||||||
The following table presents the components of stock-based compensation, a component of selling, general and administrative expenses: | ||||||||||||||
Year Ended | ||||||||||||||
(in thousands) | December 31, | December 31, | ||||||||||||
2013 | 2012 | |||||||||||||
Restricted stock units (“RSUs”) | $ | 815 | $ | 1,203 | ||||||||||
Non-Plan Inducement Grants | 256 | 114 | ||||||||||||
Modifications: | ||||||||||||||
Acceleration of RSU vesting terms | 94 | 2,580 | ||||||||||||
Amortization of deferred modification expense | 1,011 | 1,008 | ||||||||||||
Stock-based compensation | $ | 2,176 | $ | 4,905 | ||||||||||
Stock-based compensation expense for the years ended December 31, 2013 and 2012 included $1.0 million for amortization of deferred modification expense resulting from a 2011 tender offer, as discussed further below. Stock-based compensation expense for the year ended December 31, 2012 included $2.6 million for the acceleration of RSU vesting related to the separations of the Chief Executive Officer, Executive Chairman, Chief Administrative Officer and Chief Information Officer in accordance with the terms of their employment agreements, as well as accelerated vesting of director RSUs. | ||||||||||||||
At December 31, 2013, there was $1.2 million of total unrecognized stock-based compensation expense which is expected to be recognized over a weighted average period of 1.3 years. In addition to this, RSUs were issued subsequent to December 31, 2013 as discussed further in Note 21. | ||||||||||||||
Summary of Plans and Awards | ||||||||||||||
The Company sponsored two stock-based compensation plans for which awards were either outstanding or available for future grant at December 31, 2013: (i) the 2009 Omnibus Securities Plan (the “2009 Plan”); and (ii) the 2013 Omnibus Equity Compensation Plan (the “2013 Plan”) (collectively, the “Plans”). The Plans are administered by the Compensation Committee of the Board of Directors or by one or more committees of the Board of Directors as designated. The administrator of the Plans and its authorized delegates have the authority to select the persons to whom awards may be granted, the number, type and value of awards and the terms and conditions of awards. Participation in the Plans is limited to employees, directors and consultants. Unless terminated earlier by the Board of Directors, the 2009 Plan will expire on September 24, 2019, and the 2013 Plan will expire on December 5, 2023. | ||||||||||||||
The 2013 Plan was approved by the Company’s shareholders on December 5, 2013 as the successor to the 2009 Plan. A total of 3.2 million shares of the Company’s common stock were authorized for issuance under the 2013 Plan. At December 31, 2013, 2.8 million shares were eligible for the grant of future awards under the 2013 Plan. At December 31, 2013, substantially all outstanding plan-based awards had been issued under the 2009 Plan. No additional shares were eligible for issuance under the 2009 Plan. | ||||||||||||||
The Plans provide for the grant of various types of stock-based awards, of which the Company has primarily issued RSUs. The Company has also granted restricted shares and restricted stock units to certain of its executives as inducement grants, which are not included under any of the Plans (“Non-Plan Inducement Grants”). The significant features of stock-based awards are provided for in grant agreements. | ||||||||||||||
The Company uses stock-based compensation to supplement the cash compensation paid to senior management and directors and to provide incentives for achieving financial performance and providing continuing service to the Company. Senior management participates in a Long-Term Incentive Plan (“LTIP”). The LTIP provides for annual target grants of RSUs valued as a percentage of participants’ base salaries. Each award consists of two components: | ||||||||||||||
• | Time-vesting — 50% of the award vests in equal annual installments over the four-year period following the date of grant, provided that employees provide continuing service to the Company. Expense is recognized on a straight-line basis over four years commencing on the date of grant; and | |||||||||||||
• | Performance-vesting — 50% of the award vests at the end of the third year following the date on which the RSUs were awarded, with the number of shares to be issued based upon the achievement of annual earnings targets for each of those three fiscal years. The number of shares to be issued is determined as follows: (a) if less than 90% of the earnings target is achieved, no shares will be issued; (b) if between 90% and 100% of the earnings target is achieved, the number of shares to be issued will be prorated from 50% (at 90% achievement) to 100% (at 100% achievement) of the initial grant; and (c) if over 100% of the earnings target is achieved, the number of shares to be issued increases commensurate with the percentage of achievement over target, up to 150% of the initial grant. Expense for performance-vesting awards is measured separately for each performance year based on the intrinsic value of the awards and adjusted by a factor reflecting management’s estimate of earnings performance for each year. Expense is recognized on a straight-line basis from each date of grant, discussed further in the following sentence, through the end of the third year following the date on which the RSUs were awarded. The grant date typically occurs upon Board approval of the annual performance target at the beginning of each year. Management reevaluates estimated earnings achievement quarterly, with cumulative adjustments to expense provided in any periods of change. | |||||||||||||
Directors receive an annual stipend of RSUs that vests in four equal installments at the end of each quarter in the year, provided that the directors provide continuing service to the Company. Expense for these awards is measured based on the quoted market price of common stock on the grant date and recognized on a straight-line basis over each quarterly vesting period of the award. | ||||||||||||||
In January 2011, the Company completed a tender offer whereby substantially all stock-based awards previously issued to management were tendered for replacement stock options and RSUs under the 2009 Plan. No stock options have been granted or exercised since, and substantially all of the replacement options had been forfeited or expired as of December 31, 2013. The tender offer was accounted for as a modification of the previous awards. As a result of the modification, $3.5 million of unamortized expense related to the previous stock options are being recorded on a straight-line basis over the 3.5 year life of the replacement RSUs, of which $1.0 million was recognized during each of the years ended December 31, 2013 and 2012. The expense related to the modification will cease beginning in the third quarter of 2014. | ||||||||||||||
Upon a change of control of the Company, the grant agreements provide that all RSUs and Non-Plan Inducement Grants will immediately become fully vested. | ||||||||||||||
Stock-Based Award Activity | ||||||||||||||
The following table presents changes in outstanding stock options and nonvested RSUs and Non-Plan Inducement Grants: | ||||||||||||||
RSUs | Non-Plan Inducement Grants | |||||||||||||
(in thousands, except per share amounts) | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||
Balance at December 31, 2012 | 232 | $ | 6.12 | 192 | $ | 2.6 | ||||||||
Granted | 393 | 3.4 | 32 | 1.64 | ||||||||||
Vested | (219 | ) | 4.59 | (96 | ) | 2.6 | ||||||||
Forfeited | (176 | ) | 5.26 | — | — | |||||||||
Balance at December 31, 2013 | 230 | $ | 3.58 | 128 | $ | 2.36 | ||||||||
During the year ended December 31, 2013, the Company granted 269 thousand RSUs and 32 thousand Non-Plan Inducement Grants to senior executives and 124 thousand RSUs to members of the Board of Directors as a portion of their compensation for services provided to the Company. During that same period, 169 thousand RSUs and 96 thousand 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 50 thousand RSUs. As a result of the Audit Committee Investigation, described further in Note 18, the former Chief Financial Officer, the former Chief Accounting Officer and the former President of Pinnacle Wireless were terminated, resulting in the forfeiture of 129 thousand RSUs. An additional 47 thousand RSUs were canceled, were forfeited or expired pursuant to underlying agreements or the terms of the Plans. | ||||||||||||||
The following table presents the weighted average grant date fair value of RSUs and Non-Plan Inducement Grants granted: | ||||||||||||||
Year Ended | ||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||
RSUs | $ | 3.4 | $ | 3.8 | ||||||||||
Non-Plan Inducement Grants | 1.64 | 2.6 | ||||||||||||
The fair value of RSUs vested during the years ended December 31, 2013 and 2012 was $1.0 million and $1.9 million, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
Income Taxes | ||||||||
The following table presents the components of income or loss from continuing operations before income taxes: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
United States | $ | (51,537 | ) | $ | (39,058 | ) | ||
Foreign | 494 | (60 | ) | |||||
Loss from continuing operations before income taxes | $ | (51,043 | ) | $ | (39,118 | ) | ||
The following table presents the components of income tax expense or benefit: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Current income tax expense: | ||||||||
Federal | $ | — | $ | — | ||||
Foreign | (107 | ) | 313 | |||||
State | (41 | ) | 160 | |||||
Total | (148 | ) | 473 | |||||
Deferred income tax expense (benefit): | ||||||||
Federal | (451 | ) | 143 | |||||
Foreign | 166 | (304 | ) | |||||
State | (119 | ) | 41 | |||||
Total | (404 | ) | (120 | ) | ||||
Income tax (benefit) expense | $ | (552 | ) | $ | 353 | |||
The following table presents the components of deferred tax assets, net, and deferred tax liabilities: | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Deferred tax assets, net: | ||||||||
Net operating losses | $ | 53,138 | $ | 35,000 | ||||
Depreciation and amortization | 19,637 | 21,616 | ||||||
Accrued liabilities | 11,248 | 11,550 | ||||||
Goodwill | 11,154 | 11,199 | ||||||
Other | 3,005 | 1,655 | ||||||
Deferred tax assets, gross | 98,182 | 81,020 | ||||||
Valuation allowance | (97,000 | ) | (79,655 | ) | ||||
Deferred tax assets, net | $ | 1,182 | $ | 1,365 | ||||
Deferred tax liabilities: | ||||||||
Goodwill | $ | 135 | $ | 706 | ||||
Deferred tax liabilities | $ | 135 | $ | 706 | ||||
At December 31, 2013 and 2012, the Company had federal net operating loss carryforwards of approximately $138.0 million and $86.6 million, respectively, which begin to expire in 2014 and will be fully expired in 2032. The Company has experienced an ownership change as defined under Section 382 of the Internal Revenue Code and therefore the use of the net operating loss carry forwards is subject to limitation. | ||||||||
Deferred tax assets, net, and deferred tax liabilities are included within other assets, net and other liabilities, net on the consolidated balance sheets. During the years ended December 31, 2013 and 2012, the valuation allowance for deferred tax assets increased by $18.0 million and $26.1 million, respectively. | ||||||||
Because the Company has not yet achieved profitable operations outside of Canada, the Company determined that its non-Canadian deferred tax assets do not satisfy the criteria for realizability and established a full valuation allowance for such assets. Additionally, for tax purposes, certain goodwill is being amortized. In periods when the book basis of tax deductible goodwill exceeds its tax basis, the Company records a deferred tax liability because the basis difference will not reverse within the periods that the Company’s deferred tax assets will be recognized. | ||||||||
The following table presents the reconciliation of income tax expense or benefit as calculated using the U.S. statutory federal income tax rate of 35% to income tax expense or benefit: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Income tax benefit at U.S. statutory federal rate | $ | (18,005 | ) | $ | (13,691 | ) | ||
Shortfall of tax benefit on stock-based compensation | 158 | 953 | ||||||
Nondeductible expenses | 1,559 | 2,076 | ||||||
Change in blended state rate | 742 | (1,043 | ) | |||||
Change in valuation allowance | 16,760 | 15,106 | ||||||
Other | (1,766 | ) | (3,048 | ) | ||||
Income tax (benefit) expense | $ | (552 | ) | $ | 353 | |||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Discontinued Operations | ' | |||||||
Discontinued Operations | ||||||||
The following table presents the results of discontinued operations: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Revenues | $ | 1,660 | $ | 48,692 | ||||
Loss from discontinued operations before income taxes | (1,565 | ) | (43,739 | ) | ||||
Income tax expense (benefit) from discontinued operations | 17 | (5,480 | ) | |||||
Loss from discontinued operations | $ | (1,582 | ) | $ | (38,259 | ) | ||
Sale of Wireline Group | ||||||||
On December 28, 2012, the Company sold substantially all of the assets of the wireline telecommunications business (the “Wireline Group”) to NX Utilities, LLC (“NX Utilities”). The executive who previously headed the Wireline Group was a minority owner of NX Utilities and left the Company following the transaction. | ||||||||
The fair value of the net assets sold was estimated at $6.9 million as of the effective date of the agreement. As required by the agreement, the sale took place in two stages, the first of which occurred on December 28, 2012 and the second of which occurred on March 2, 2013. At the request of NX Utilities, the Company continued to operate certain markets of the Wireline Group through the second stage of the closing. However, due to the terms of the agreement, the Company did not bear the risk and rewards of these assets subsequent to the effective date of the agreement. Therefore, these assets were included in the sale as of December 31, 2012. | ||||||||
The purchase price for the net assets sold was $5.9 million, subject to certain adjustments, and was payable to the Company in two installments. The first installment of $5.4 million was due upon the closing of the Wireline Sale Agreement and was collected by the Company on December 28, 2012. The second installment of $0.5 million was held in escrow until the second stage of the asset transfers between the Company and NX Utilities. As of December 31, 2012, the Company reported the second installment of the purchase price as a receivable within other current assets in the consolidated balance sheet. | ||||||||
The Company retained certain working capital assets of the Wireline Group, consisting primarily of accounts receivable, in lieu of additional cash consideration. The value of the working capital assets at December 28, 2012 was approximately $4.1 million. These assets were fully settled during the year ended December 31, 2013. | ||||||||
The Wireline Group was previously reported as part of the Engineering and Construction segment, and as a result of this transaction, its results of operations have been reclassified as discontinued operations for all periods presented. Discontinued operations for the year ended December 31, 2012 included pretax impairment charges of $35.2 million, as discussed further in Note 11, and a preliminary loss on sale of $1.0 million. Discontinued operations for the year ended December 31, 2013 included an additional $0.6 million loss on sale reflecting the final settlements of the sale agreement and the retained working capital assets. |
Restatement_Investigation_and_
Restatement, Investigation and Related Costs | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Restatement, Investigation and Related Costs [Abstract] | ' | |||||||
Restatement, Investigation and Related Costs | ' | |||||||
Restatement, Investigation and Related Costs | ||||||||
The following table presents the components of restatement, investigation and related costs: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Incremental audit fees | $ | 2,871 | $ | — | ||||
Other professional services | 5,949 | — | ||||||
Restatement, investigation and related costs | $ | 8,820 | $ | — | ||||
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 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, as well as costs to indemnify current and former officers for legal costs (see Note 13). Additional costs for related legal matters are likely to arise in the future, such as the Company’s obligation to indemnify current and former officers in connection with potential regulatory or legal proceedings. Management is not able to estimate what the costs related to these matters might be, but such costs could be significant. |
Restructuring
Restructuring | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Restructuring | ' | |||||||||||
Restructuring | ||||||||||||
The following table presents changes in accrued restructuring costs: | ||||||||||||
(in thousands) | One-Time Termination Benefits | Other | Total | |||||||||
Balance at December 31, 2011 | $ | — | $ | — | $ | — | ||||||
Restructuring charges | 6,356 | 1,936 | 8,292 | |||||||||
Amounts paid | (3,544 | ) | (1,936 | ) | (5,480 | ) | ||||||
Balance at December 31, 2012 | $ | 2,812 | $ | — | $ | 2,812 | ||||||
Restructuring charges | 1,071 | — | 1,071 | |||||||||
Amounts paid | (3,100 | ) | — | (3,100 | ) | |||||||
Balance at December 31, 2013 | $ | 783 | $ | — | $ | 783 | ||||||
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. Restructuring charges for the years ended December 31, 2013 and 2012 resulted from the separation of former members of senior management in accordance with this plan. Additional costs for these initiatives are expected to be incurred in future periods. |
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 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. This segment represents the aggregation of the Company’s satellite and broadband cable operating segments. 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 wireless telecommunication construction, project management and systems integration 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 estimated costs incurred to date or milestones achieved to measure progress towards completion. | ||||||||||||||||||||||||
The following table presents selected segment financial information: | ||||||||||||||||||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | |||||||||||||||||||||||
(in thousands) | Fulfillment | Engineering & Construction | Total | Fulfillment | Engineering & Construction | Total | ||||||||||||||||||
Revenues | $ | 316,882 | $ | 155,051 | $ | 471,933 | $ | 305,307 | $ | 132,289 | $ | 437,596 | ||||||||||||
Cost of revenues | 252,988 | 134,388 | 387,376 | 243,503 | 113,291 | 356,794 | ||||||||||||||||||
Gross profit | 63,894 | 20,663 | 84,557 | 61,804 | 18,998 | 80,802 | ||||||||||||||||||
Selling, general and administrative expenses | 25,313 | 16,910 | 42,223 | 27,276 | 19,081 | 46,357 | ||||||||||||||||||
(Income) expense related to contingent consideration | (114 | ) | — | (114 | ) | (381 | ) | 10,477 | 10,096 | |||||||||||||||
Restructuring charges | 709 | 362 | 1,071 | 5,222 | 2,791 | 8,013 | ||||||||||||||||||
Restatement, investigation and related costs | 5,851 | 2,969 | 8,820 | — | — | — | ||||||||||||||||||
Impairment charges | 12,700 | 11,674 | 24,374 | — | 14,900 | 14,900 | ||||||||||||||||||
Depreciation and amortization | 13,390 | 6,868 | 20,258 | 19,615 | 6,854 | 26,469 | ||||||||||||||||||
Operating income (loss) | $ | 6,045 | $ | (18,120 | ) | $ | (12,075 | ) | $ | 10,072 | $ | (35,105 | ) | $ | (25,033 | ) | ||||||||
Acquisition of property and equipment | $ | 459 | $ | 1,901 | $ | 2,360 | $ | 2,269 | $ | 3,373 | $ | 5,642 | ||||||||||||
At December 31, 2013, the total assets of the Fulfillment segment and the Engineering and Construction segment were $173.5 million and $97.1 million, respectively, compared to $193.0 million and $133.4 million, respectively, at December 31, 2012. As of December 31, 2013 and 2012, approximately $4.9 million and $5.3 million, respectively, of the Company’s assets related to its Canadian operations, of which $4.9 million and $2.2 million were property and equipment. | ||||||||||||||||||||||||
During the years ended December 31, 2013 and 2012, the Company recognized revenues of $15.7 million and $15.4 million, respectively, from customers located in Canada. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Stock-Based Compensation | |
On February 3, 2014, the Board of Directors awarded an aggregate of 499,203 RSUs to senior management under the Company’s LTIP program. On February 19, 2014, the Board of Directors were awarded an aggregate of 260,875 RSUs as part of their annual stipend for continuing service to the Company. See Note 15 for further information about the Company’s stock-based compensation programs. | |
Change in Control Plan | |
In March 2014, the Board of Directors approved the Company’s entering into a Change in Control Plan (“CIC Plan). The CIC Plan covers certain key executives. The CIC Plan provides severance benefits in the event of a termination connected with a change of control of the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Basis of Presentation | ' | |
The consolidated statements of comprehensive income or loss and related footnote disclosures present the continuing operations of the Company, with discontinued operations presented separately where applicable. The consolidated balance sheets, statements of changes in stockholders’ equity, 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. | ||
We experienced losses of $52.1 million and $77.7 million in the year ended December 31, 2013 and 2012, respectively. While a significant portion of these losses were non-cash charges or resulting from unusual events, and we entered a new loan facility in 2013 which increased our borrowing capacity and liquidity but at higher cost, our liquidity is dependent upon continued improved financial performance. If the Company is unable to improve profitability, reduce long-term debt or obtain additional financing, the related lack of liquidity or compliance with long-term debt covenants could have a material adverse effect on the Company’s operations. At December 31, 2013 and March 17, 2014, in addition to cash on hand, the Company had availability under its revolving loan facility of $8.2 million, and it has the ability to borrow up to an incremental $10 million if underlying eligible receivables increase. | ||
The following reclassifications were made to the prior balance sheet to conform to the current presentation: (i) prepaid insurance was separately presented from other current assets; (ii) deferred tax assets, net, were aggregated with other assets, net; (iii) current portion of contingent consideration was aggregated with other current liabilities; and (iv) deferred tax liabilities were aggregated with other liabilities. | ||
All intercompany transactions and balances among subsidiaries have been eliminated in consolidation. | ||
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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 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 and other long-lived assets, fair value measurements, the allowance for doubtful accounts, accrued insurance, income taxes 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 changes. 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 consolidated financial statements. | ||
Net Income or Loss per Share | ' | |
Net Income or Loss per Share | ||
Basic net loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the periods presented. Diluted net income or loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the periods adjusted for the dilutive effect, if any, of the exercise or conversion of instruments into common stock, such as non-vested restricted stock units, non-vested restricted shares, warrants or redeemable obligations. | ||
Business Combinations | ' | |
Business Combinations | ||
The Company accounts for business combinations by estimating the fair value of consideration paid for acquired businesses, including contingent consideration, and allocating that amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill. The estimates of fair values are determined utilizing customary valuation procedures and techniques, which require the Company, among other things, to estimate future cash flows and discount rates. The accounting for business combinations is preliminary and subject to potential adjustment until finalized no later than one year from the date of acquisition. | ||
The Company recognizes the acquisition date fair value of contingent consideration as part of the consideration transferred in a business combination. Contingent consideration is classified as either a liability or equity in accordance with GAAP. If classified as a liability, the liability is remeasured to fair value at each subsequent reporting date until the contingency is resolved, with changes in fair value recorded on the consolidated statements of comprehensive income or loss. If classified as equity, contingent consideration is not remeasured, and subsequent settlement is accounted for within equity. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents, including Restricted Cash | ||
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash, restricted cash and cash equivalents held with banks may exceed the amount of insurance provided on such deposits. Consequentially, our cash and cash equivalents are subject to credit risk. Cash or cash equivalents that are restricted as to withdrawal or usage are classified separately from cash, with such provisions disclosed in the notes to the consolidated financial statements. | ||
Accounts Receivable, Net of Allowances | ' | |
Accounts Receivable, Net of Allowances | ||
Accounts receivable are customer obligations for services rendered under normal trade terms. The Company’s customers are primarily satellite television, broadband cable and other telecommunications companies, their contractors, and municipalities and related agencies in the United States and Canada. The Company performs periodic credit evaluations of its customers’ financial condition but generally does not require its customers to provide collateral. Trade accounts receivable and contract billings are recorded at the invoiced amount and do not bear interest. Unbilled contract revenues represent revenues recognized on construction and equipment installation contracts that are not yet billed or billable pursuant to contract terms. Unbilled contract revenues are generally billed within three months subsequent to the provision of the services, although for some customers such periods may extend longer. | ||
The Company maintains an allowance for doubtful accounts for estimated losses resulting from uncollectible accounts. The Company records a specific reserve for known or suspected doubtful accounts receivable. For all other accounts, the Company records a general reserve based on the length of time receivables are past due and historical write-off experience. The Company evaluates the adequacy of the reserve using several factors including the age of receivables, historical collections experience with the customer, changes in the customer’s credit worthiness or financial condition, availability of liens, payment bonds or other sources of payment, and current industry and economic trends. Account balances are charged off against the allowance when they are deemed uncollectible. The provision for doubtful accounts is recorded as a reduction to revenues or in selling, general and administrative expenses depending upon whether the related revenues have been billed to the customer. | ||
Inventories | ' | |
Inventories | ||
Inventories consist primarily of materials and supplies purchased from the customer and other suppliers used for installation fulfillment services and wireless construction. The Company’s inventories in the Fulfillment segment include serialized and non-serialized inventories. Serialized inventories consist primarily of receivers and similar devices supplied by the customer for installation purposes. Non-serialized inventories consist of dishes, poles, cables, switches and various other parts. Inventories for the Fulfillment segment are stated at the lower of cost or market using the first in, first out method. The Company’s inventories in the Engineering and Construction segment consist primarily of off-the-shelf inventories used on wireless construction projects. Inventories for the Engineering and Construction segment are stated at lower of cost or market using the average cost method. | ||
Property and Equipment, Net | ' | |
Property and Equipment, Net | ||
Property and equipment consists primarily of vehicles, equipment and software and are either owned or held under capital leases. Property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, except for capital lease assets which are depreciated over the lesser of the lease term or the estimated useful life. Vehicles are depreciated over three to five years, equipment is depreciated over eighteen months to seven years and software is depreciated over three to five years. Maintenance and repairs are expensed as incurred, whereas significant renewals and betterments are capitalized. Certain costs to develop or obtain software for internal use are capitalized and classified within software. Upon retirement or other disposition of property and equipment, cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected as other income or expense, net. Depreciation of property and equipment is classified within depreciation and amortization. | ||
Goodwill and Amortizable Intangible Assets | ' | |
Goodwill and Amortizable Intangible Assets | ||
Goodwill represents the excess of purchase price over the fair value of assets acquired net of liabilities assumed in a business combination. Goodwill is assigned to individual reporting units that have been established at the operating segment level. The Company amortizes intangible assets on a straight-line basis over the estimated lives of those assets. | ||
The Company reviews goodwill for impairment at least annually or more often if an event occurs or circumstances change which indicates that their carrying amount may exceed their fair value. The annual impairment review is performed as of the first day of the fourth quarter of each fiscal year based upon information and estimates available at that time. To perform the impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair values of its reporting units are less than their carrying amounts. The Company then estimates the fair value of each reporting unit not meeting the qualitative criteria and compares their fair values to their carrying values. The Company determines fair value of the reporting unit using a combination of a market-based approach and an income approach relying on a discounted cash flow analysis. Determining fair value required the exercise of significant judgment, including judgments about the amount and timing of future cash flows, appropriate discount rates and relevant comparable company earnings multiples for the market-based approach. The cash flows employed in the discounted cash flow analyses were based on business forecasts for the subsequent year, and for years beyond that, the growth rates used incorporated estimated future growth and profitability rates in the Company’s industry, considering company-specific factors such as its liquidity position. The discount rates used in the discounted cash flow analyses were intended to reflect the risks inherent in the future cash flows of the reporting unit and were based on a market participant’s estimated cost of capital. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. | ||
If the carrying value of a reporting unit exceeds its fair value, the Company determines the implied fair value of goodwill assigned to that reporting unit by deducting the estimated fair value of its net assets, other than goodwill, from its overall fair value. If the fair value of goodwill is less than its carrying amount, the Company recognizes an impairment charge for the difference. | ||
Long-Lived Assets | ' | |
Long-Lived Assets | ||
The Company reviews long-lived assets, consisting primarily of property and equipment and amortizable intangible assets, for recoverability whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. In analyzing recoverability, the Company uses projections of future undiscounted cash flows from the assets. These projections are based on estimated growth rates for the related business, anticipated future economic conditions and estimated residual values. If the future undiscounted cash flows of such assets are less than their carrying value, the Company recognizes an impairment charge for the amount by which their carrying value exceeds their fair value. | ||
Accrued Insurance | ' | |
Accrued Insurance | ||
The Company maintains high-deductible insurance policies for workers’ compensation, general liability, automobile, medical and dental claims. Because most claims against the Company do not exceed its deductibles, the Company is effectively self-insured for substantially all claims. Accrued insurance represents the Company’s estimate of the loss that will ultimately be incurred on reported claims and claims that have been incurred but not yet reported. The Company’s insurance accruals incorporate historical loss experience and judgments about the present and expected levels of cost per claim. Trends in actual experience are a significant factor in the determination of such reserves. The Company updates its estimates and the appropriateness of its reserves quarterly based upon known facts, historical trends and its judgments regarding future claims. | ||
Long-Term Debt, including Financing Costs | ' | |
Long-Term Debt, including Financing Costs | ||
Costs associated with obtaining long-term debt are deferred and amortized to interest expense over the term of the related debt using the effective interest method. Deferred costs paid to lenders are classified as a discount to long-term debt, and deferred costs paid to others are classified within other assets, net, on the consolidated balance sheets. | ||
Lease Obligations | ' | |
Lease Obligations | ||
The Company rents vehicles and also equipment, office space and certain other assets under non-cancelable leases. Depending upon contractual terms and the characteristics of the leased assets, leases are classified as either capital or operating. Capital lease assets and related obligations are classified on the consolidated balance sheets as property and equipment, net, and capital lease obligations, respectively. Acquisitions of capital lease assets are disclosed as significant non-cash investing and financing activities on the consolidated statements of cash flows. Capital lease payments are separated into principal and interest and classified as financing and operating activities, respectively, on the consolidated statements of cash flows. Operating leases are not included on the consolidated balance sheets, are expensed as incurred and payments thereon are classified as operating activities on the consolidated statements of cash flows. | ||
Fair Value Measurements | ' | |
Fair Value Measurements | ||
Fair value is a market-based measurement, not an entity-specific measurement, and represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company estimates the fair value of assets and liabilities using a combination of available market information and commonly accepted valuation methodologies that are classified into three categories: | ||
• | Level 1 — Quoted market prices in active markets for identical assets or liabilities at the measurement date. | |
• | Level 2 — Observable market based inputs or other observable inputs corroborated by market data at the measurement date, other than quoted prices included in Level 1, either directly or indirectly. | |
• | Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using valuation models that utilize management’s estimates of market participant assumptions. | |
The Company exercises considerable judgment when estimating fair value, particularly when judging what assumptions market participants would likely make when assessing fair value. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values. | ||
Commitments and Contingencies | ' | |
Commitments and Contingencies | ||
Litigation and other contingencies are reflected in the consolidated financial statements based on management’s assessments of the expected outcome of legal proceedings or the expected resolution of other contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable. Due to uncertainties related to these matters, accruals are based only on the information available at the time. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates. | ||
Warranty | ' | |
The Company generally warrants the work it performs for one to two years following substantial completion of a project. Warranty reserves are included within other liabilities on the consolidated balance sheets. Historically, the Company has not accrued material warranty reserves or experienced material warranty claims. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenues are recognized net of any estimated allowances. | ||
Fulfillment | ||
The Company recognizes revenues from installation and fulfillment services as the services are rendered. Fulfillment services are performed pursuant to work orders under master service or similar types of service agreements that specify units of service to be performed for a contractually stated fixed price per unit. Revenues from fulfillment services are reported net of equipment costs payable to the customer because the Company acts as an agent with respect to the equipment. Generally, the recognition of revenues in the Fulfillment segment does not require significant estimates or assumptions. | ||
Engineering and Construction | ||
The Company recognizes revenues from wireless telecommunication construction, project management and systems integration contracts under the percentage of completion method based on the percentage of costs incurred to date compared to estimated total costs at completion. Such services are performed pursuant to work orders under agreements or master agreements that specify units of service to be performed for a contractually stated price per unit that the Company is entitled to receive upon satisfactory completion of each unit. Contracts generally become billable upon satisfaction of contractually specified performance milestones per individual contract terms or, in most cases, for work completed to date in the event of project termination. The Company combines contracts when they are, in effect, parts of a single project with an overall profit margin. Costs used to determine percentage of completion include direct costs such as materials, labor and subcontractor costs and indirect costs specifically allocable or identifiable to each contract, such as indirect labor, supplies, tools and repairs. Contract losses are recognized currently if it becomes known that a contract will be performed at an overall loss. | ||
Unbilled contract revenues represent revenues recognized pursuant to such contracts that are not yet billed or billable pursuant to contract terms. Billings in excess of costs and estimated earnings represent the value of services to customers that have been billed as of the balance sheet date but for which the requisite services have not yet been rendered. | ||
Certain contracts include multiple deliverables, specifically systems integration contracts with a separate maintenance component for a specific period of time following implementation. The maintenance component of these contracts is typically for a period of one to ten years. The Company accounts for the maintenance component of these contracts as a separate unit of accounting with the revenue being recognized on a pro rata basis over the term of the maintenance period. The revenue for the remaining portion of the contract is recognized on the percentage of completion method. The value assigned to each unit of accounting is determined primarily based upon its separate selling price. The liability associated with these maintenance contracts is reflected within other current liabilities and other liabilities. | ||
Costs relating to customer claims and change orders are expensed in the period incurred unless approved by the customer or persuasive evidence exists that the costs will be recovered, in which case they are included in the Company’s estimates of total contract revenues and costs. The Company determines the likelihood that costs relating to claims and change orders will be recovered based upon past practices or specific discussions, correspondence or negotiation with the customer. | ||
At any time the Company has numerous contracts in progress which can be at various stages of completion. The percentage of completion method requires estimates of progress towards completion to determine the extent of revenue and earnings recognition. The Company reviews and revises its determination of total contract revenues and its estimates of total cost quarterly as work progresses. Any adjustments to earnings arising from such revisions are made cumulatively through the date of revision and are included in results of operations in the period of revision. The most significant estimates that the Company must make in order to recognize revenues are determining (i) the total estimated cost of each project at completion, including whether and when any contracts will be performed at an overall loss, and therefore recognizing that loss immediately; (ii) the relative values of each unit of accounting under multiple-element arrangements; (iii) the likelihood that costs related to claims and change orders will be recoverable; and (iv) for certain contracts, the estimation of total contract revenue. Such estimates, by their nature, involve judgment regarding future uncertainties and could result in significant changes in estimate in the future. To further illustrate the sensitivity of these estimates, the Company in prior years had to restate revenues in prior financial statements as a result of errors made in applying certain of these principles. | ||
Stock-Based Compensation | ' | |
Stock-Based Compensation | ||
Stock-based compensation is measured based on the grant-date fair value of awards ultimately expected to vest. The grant-date fair value of restricted stock units and non-vested restricted shares is measured based on their intrinsic values, calculated from the quoted closing market prices for the Company’s common stock on the date of grant. The number of awards ultimately expected to vest is estimated beginning on the date of grant by use of an estimated forfeiture rate. The estimated forfeiture rate is based on historical forfeiture data and expected employee turnover rates, which management reevaluates each period. Stock-based compensation expense is recognized on a straight-line basis, or as the awards vest if sooner, from the date of grant through the end of the requisite service period. Stock-based compensation has not had, and is not expected to have, any impact to cash flows because the Company does not expect to realize the benefits of the related deferred tax assets. The Company’s policy is to issue new shares of common stock upon the vesting of its stock-based awards. | ||
Income Taxes | ' | |
Income Taxes | ||
Income tax expense or benefit consists of taxes currently due plus deferred taxes related to differences between the basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense or benefit. | ||
The Company establishes tax valuation allowances to reduce deferred tax assets, such as tax loss carry forwards, to net realizable value. The Company considers future pretax income and ongoing prudent and feasible tax planning strategies in assessing the net realizable value of deferred tax assets and the need for such a valuation allowance. In the event that the Company determines that it may not be able to realize all or part of the net deferred tax asset in the future, a valuation allowance for the deferred tax asset is charged against income tax expense or benefit in the period such determination is made. The establishment of the valuation allowance does not preclude the Company from utilizing its deferred tax assets in the future; however, the Company has experienced ownership changes as defined under Section 382 of the Internal Revenue Code, and therefore the use of the tax loss carry forwards is subject to limitation. | ||
The Company provides an intra-period tax allocation of income tax expense or benefit to continuing operations and discontinued operations. | ||
Uncertain Tax Positions | ' | |
The Company recognizes uncertain tax positions in its financial statements when minimum recognition criteria are met in accordance with current accounting guidance. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense or benefit. | ||
Discontinued Operations | ' | |
Discontinued Operations | ||
The Company reports the results of operations of a business as discontinued operations if the business has been disposed of or is classified as held for sale, the operations and cash flows of the business have been or will be eliminated from ongoing operations as a result of a disposal transaction and there will not be any significant continuing involvement in the operations of the business after the disposal transaction. The results of discontinued operations, including any gain or loss recognized as a result of a disposal transaction, are reclassified from continuing operations to income or loss from discontinued operations in the consolidated statements of comprehensive income or loss and related footnote disclosures for all periods presented. | ||
Foreign Currency Translation | ' | |
Foreign Currency Translation | ||
The balance sheets of foreign subsidiaries are translated into United States dollars at current period-end rates, and the statements of comprehensive income or loss are translated at average monthly rates during each monthly period. Net exchange gains or losses resulting from the translation of foreign financial statements and the effect of exchange rate changes on intercompany transactions of a long-term investment nature are accumulated and credited or charged to accumulated other comprehensive income. Any foreign currency gains or losses related to transactions are charged to other income or expense, net. | ||
New Accounting Pronouncements | ' | |
New Accounting Pronouncements | ||
There were no recently issued accounting pronouncements that significantly affected the consolidated financial statements or any yet-to-be-adopted accounting standards that, when adopted, are expected to materially affect the consolidated financial statements. |
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of calculation and allocation of purchase price | ' | |||||||
The following table presents the calculation and allocation of purchase price for business combinations completed during the two year period ended December 31, 2013: | ||||||||
(in thousands) | Skylink | Cable Acquisitions | ||||||
Calculation of purchase price: | ||||||||
Cash | $ | 14,000 | $ | 2,858 | ||||
Fair value of equity consideration | 4,018 | — | ||||||
Fair value of contingent consideration | 5,332 | 484 | ||||||
Purchase price | $ | 23,350 | $ | 3,342 | ||||
Allocation of purchase price: | ||||||||
Accounts receivable | $ | 1,789 | $ | — | ||||
Inventories | 1,548 | — | ||||||
Property and equipment | 1,115 | 599 | ||||||
Amortizable intangible assets | 17,490 | 690 | ||||||
Goodwill | 3,752 | 2,257 | ||||||
Accounts payable and other current liabilities | (2,344 | ) | — | |||||
Capital lease obligations | — | (204 | ) | |||||
Purchase price | $ | 23,350 | $ | 3,342 | ||||
Schedule of acquired amortizable intangible assets | ' | |||||||
The following table presents additional information about acquired amortizable intangible assets: | ||||||||
Skylink | Cable Acquisitions | |||||||
Acquired amortizable intangible assets (in thousands): | ||||||||
Customer relationships | $ | 17,000 | $ | 560 | ||||
Other | 490 | 130 | ||||||
Total | $ | 17,490 | $ | 690 | ||||
Weighted average amortization period (in years): | ||||||||
Customer relationships | 7 | 2 | ||||||
Other | 3 | 1 | ||||||
Total | 6.9 | 1.8 | ||||||
Skylink [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of unaudited pro forma revenues and income or loss from continuing operations | ' | |||||||
The following table presents unaudited pro forma revenues and income or loss from continuing operations as if the acquisition of Skylink occurred on January 1, 2012: | ||||||||
(in thousands) | Year Ended | |||||||
31-Dec-12 | ||||||||
Revenues | $ | 456,898 | ||||||
Loss from continuing operations | (37,862 | ) |
Accounts_Receivable_Net_of_All1
Accounts Receivable, Net of Allowances (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Schedule of components of accounts receivable, net of allowances | ' | |||||||
The following table presents the components of accounts receivable, net of allowances: | ||||||||
(in thousands) | 31-Dec-13 | 31-Dec-12 | ||||||
Trade accounts receivable | $ | 16,308 | $ | 22,954 | ||||
Contract billings | 30,928 | 37,246 | ||||||
Unbilled contract revenues | 26,915 | 42,287 | ||||||
Other unbilled revenues | 1,376 | 3,686 | ||||||
Retainage | 2,698 | 2,657 | ||||||
Accounts receivable, gross | 78,225 | 108,830 | ||||||
Allowance for doubtful accounts | (4,867 | ) | (6,340 | ) | ||||
Accounts receivable, net of allowances | $ | 73,358 | $ | 102,490 | ||||
Schedule of components of unbilled contract revenues, net of 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) | 31-Dec-13 | 31-Dec-12 | ||||||
Costs of in-process contracts | $ | 80,407 | $ | 85,842 | ||||
Estimated earnings, net of estimated losses | 22,158 | 30,822 | ||||||
Less: progress billings | (81,799 | ) | (79,023 | ) | ||||
$ | 20,766 | $ | 37,641 | |||||
Unbilled contract revenues | $ | 26,915 | $ | 42,287 | ||||
Billings in excess of costs and estimated earnings | (6,149 | ) | (4,646 | ) | ||||
$ | 20,766 | $ | 37,641 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of components of property and equipment, net | ' | |||||||
The following table presents the components of property and equipment, net: | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Vehicles | $ | 32,456 | $ | 36,343 | ||||
Equipment | 23,025 | 23,051 | ||||||
Software | 4,942 | 4,401 | ||||||
Other | 3,678 | 4,551 | ||||||
Property and equipment, gross | 64,101 | 68,346 | ||||||
Accumulated depreciation | (49,189 | ) | (41,953 | ) | ||||
Property and equipment, net | $ | 14,912 | $ | 26,393 | ||||
Goodwill_and_Amortizable_Intan1
Goodwill and Amortizable Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of changes in goodwill by segment | ' | ||||||||||||||||||||||||
The following table presents changes in goodwill by segment: | |||||||||||||||||||||||||
(in thousands) | Fulfillment | Engineering and Construction | Total | ||||||||||||||||||||||
Balance at December 31, 2011 | $ | 105,308 | $ | 58,489 | $ | 163,797 | |||||||||||||||||||
Acquisitions | 6,009 | — | 6,009 | ||||||||||||||||||||||
Impairment charges | — | (47,905 | ) | (47,905 | ) | ||||||||||||||||||||
Foreign currency translation | 19 | — | 19 | ||||||||||||||||||||||
Balance at December 31, 2012 | 111,336 | 10,584 | 121,920 | ||||||||||||||||||||||
Impairment charges | (12,700 | ) | (10,584 | ) | (23,284 | ) | |||||||||||||||||||
Foreign currency translation | (57 | ) | — | (57 | ) | ||||||||||||||||||||
Balance at December 31, 2013 | $ | 98,579 | $ | — | $ | 98,579 | |||||||||||||||||||
The following table presents the components of goodwill by segment: | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Impairment Losses | Net | Gross | Accumulated Impairment Losses | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Fulfillment | $ | 111,279 | $ | (12,700 | ) | $ | 98,579 | $ | 111,336 | $ | — | $ | 111,336 | ||||||||||||
Engineering and Construction | 25,484 | (25,484 | ) | — | 25,484 | (14,900 | ) | 10,584 | |||||||||||||||||
Total | $ | 136,763 | $ | (38,184 | ) | $ | 98,579 | $ | 136,820 | $ | (14,900 | ) | $ | 121,920 | |||||||||||
Schedule of components of amortizable intangible assets | ' | ||||||||||||||||||||||||
The following table presents the components of amortizable intangible assets: | |||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||
(in thousands) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Customer relationships | $ | 96,449 | $ | 64,186 | $ | 32,263 | $ | 116,222 | $ | 78,132 | $ | 38,090 | |||||||||||||
Other | 4,518 | 2,818 | 1,700 | 7,359 | 3,436 | 3,923 | |||||||||||||||||||
Total | $ | 100,967 | $ | 67,004 | $ | 33,963 | $ | 123,581 | $ | 81,568 | $ | 42,013 | |||||||||||||
Schedule of estimated amortization expense | ' | ||||||||||||||||||||||||
The following table presents estimated amortization expense for each of the following five years and thereafter: | |||||||||||||||||||||||||
(in thousands) | Estimated Amortization Expense | ||||||||||||||||||||||||
Year ending December 31, | |||||||||||||||||||||||||
2014 | $ | 5,960 | |||||||||||||||||||||||
2015 | 5,802 | ||||||||||||||||||||||||
2016 | 4,961 | ||||||||||||||||||||||||
2017 | 4,588 | ||||||||||||||||||||||||
2018 | 4,554 | ||||||||||||||||||||||||
Thereafter | 8,098 | ||||||||||||||||||||||||
Total | $ | 33,963 | |||||||||||||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Debt Instrument [Line Items] | ' | |||||||||||||
Schedule of future maturities of long-term debt | ' | |||||||||||||
The following table presents future maturities of long-term debt, excluding debt discounts, at December 31, 2013: | ||||||||||||||
(in thousands) | Future Maturities | |||||||||||||
Year ending December 31, | ||||||||||||||
2014 | $ | 7,502 | ||||||||||||
2015 | 1,350 | |||||||||||||
2016 | 49,403 | |||||||||||||
2017 | 1,350 | |||||||||||||
2018 | 136,905 | |||||||||||||
Thereafter | — | |||||||||||||
Total | $ | 196,510 | ||||||||||||
Components [Member] | ' | |||||||||||||
Debt Instrument [Line Items] | ' | |||||||||||||
Schedule of long-term debt | ' | |||||||||||||
The following table presents the components of long-term debt: | ||||||||||||||
(in thousands) | 31-Dec-13 | 31-Dec-12 | ||||||||||||
Revolving credit facility, net of discount of $3,013 at December 31, 2013 | $ | 45,040 | $ | 26,892 | ||||||||||
Term loan facility, net of discounts of $11,951 and $3,401 | 130,354 | 129,572 | ||||||||||||
Redeemable obligation | 6,152 | — | ||||||||||||
Long-term debt | 181,546 | 156,464 | ||||||||||||
Current portion of long-term debt | 7,502 | 3,450 | ||||||||||||
Long-term debt, net of current portion | $ | 174,044 | $ | 153,014 | ||||||||||
Debt Covenant [Member] | ' | |||||||||||||
Debt Instrument [Line Items] | ' | |||||||||||||
Schedule of long-term debt | ' | |||||||||||||
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: | ||||||||||||||
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 | ||||||||||
31-Dec-14 | 3.94 | :1.00 | 1.38 | :1.00 | ||||||||||
31-Dec-15 | 3.11 | :1.00 | 1.76 | :1.00 | ||||||||||
31-Dec-16 | 2.38 | :1.00 | 2.22 | :1.00 | ||||||||||
December 31, 2017 and thereafter | 1.65 | :1.00 | 2.82 | :1.00 | ||||||||||
Uses of Proceeds [Member] | ' | |||||||||||||
Debt Instrument [Line Items] | ' | |||||||||||||
Schedule of debt refinancing | ' | |||||||||||||
The following table presents the uses of proceeds from the refinancing: | ||||||||||||||
(in thousands) | Revolving Credit Facility | Term Loan Facility | ||||||||||||
10-Jul-13 | 25-Jul-13 | |||||||||||||
Repayment of / balance of prior long-term debt | $ | 24,822 | $ | 137,720 | ||||||||||
Collateralization of standby 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 | — | ||||||||||||
Proceeds from / balance of current long-term debt | $ | 65,000 | $ | 140,485 | ||||||||||
Components of Loss on Extinguishment of Debt [Member] | ' | |||||||||||||
Debt Instrument [Line Items] | ' | |||||||||||||
Schedule of debt refinancing | ' | |||||||||||||
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 consolidated statements of comprehensive income or loss: | ||||||||||||||
(in thousands) | Revolving Credit Facility | Term Loan Facility | Total | |||||||||||
Write-off of 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 or payable to lenders | 65 | 2,999 | 3,064 | |||||||||||
Loss on extinguishment of debt | $ | 530 | $ | 8,717 | $ | 9,247 | ||||||||
Refinancing Costs Deferred To Future Periods [Member] | ' | |||||||||||||
Debt Instrument [Line Items] | ' | |||||||||||||
Schedule of debt refinancing | ' | |||||||||||||
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, gross | Other assets, net | $ | 1,195 | $ | 1,766 | $ | 2,961 | |||||||
Discount on long-term debt, gross | Long-term debt, net of current portion | 3,551 | 13,100 | 16,651 | ||||||||||
Refinancing costs deferred to future periods | $ | 4,746 | $ | 14,866 | $ | 19,612 | ||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||
Schedule of changes in liabilities measured at fair value using significant unobservable inputs | ' | |||||||||||||||||||||
The following table presents changes in contingent consideration liabilities measured at fair value using significant unobservable inputs (Level 3): | ||||||||||||||||||||||
(in thousands) | Contingent Consideration | |||||||||||||||||||||
Balance at December 31, 2011 | $ | 14,852 | ||||||||||||||||||||
Acquisitions | 5,816 | |||||||||||||||||||||
Settlements – cash | (23,040 | ) | ||||||||||||||||||||
Settlements – equity | (5,789 | ) | ||||||||||||||||||||
Changes in fair value | 10,096 | |||||||||||||||||||||
Balance at December 31, 2012 | $ | 1,935 | ||||||||||||||||||||
Schedule of information about assets that were measured at fair value on a nonrecurring basis | ' | |||||||||||||||||||||
The following table presents information about assets that were measured at fair value on a nonrecurring basis during the two year period ended December 31, 2013: | ||||||||||||||||||||||
(in thousands) | Measurement Date | Fair Value | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Unobservable Inputs | Impairment Charges | ||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||
Wireless reporting unit: | ||||||||||||||||||||||
Goodwill | 31-Dec-13 | $ | — | $ | — | $ | — | $ | — | $ | 10,585 | |||||||||||
Amortizable intangible assets | 28-Sep-13 | — | — | — | — | 1,090 | ||||||||||||||||
Goodwill | 30-Sep-12 | 10,630 | — | — | 10,630 | 14,900 | ||||||||||||||||
Broadband Cable reporting unit: | ||||||||||||||||||||||
Goodwill | 31-Dec-13 | 13,279 | — | — | 13,279 | 14,900 | ||||||||||||||||
Wireline Group: | ||||||||||||||||||||||
Property and equipment | 29-Sep-12 | 3,094 | — | — | 3,094 | 2,175 | ||||||||||||||||
Goodwill | 29-Sep-12 | — | — | — | — | 33,005 | ||||||||||||||||
Lease_Obligations_Tables
Lease Obligations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Leases [Abstract] | ' | |||||||
Schedule of future minimum lease payments under capital and noncancelable operating leases | ' | |||||||
The following table presents future minimum lease payments under capital and noncancelable operating leases at December 31, 2013: | ||||||||
(in thousands) | Capital Leases | Operating Leases | ||||||
Year ending December 31, | ||||||||
2014 | $ | 4,916 | $ | 9,712 | ||||
2015 | 2,854 | 7,970 | ||||||
2016 | 571 | 3,855 | ||||||
2017 | 134 | 1,148 | ||||||
2018 | 50 | 73 | ||||||
Thereafter | — | — | ||||||
Total minimum lease payments | $ | 8,525 | $ | 22,758 | ||||
Amounts representing interest | 167 | |||||||
Capital lease obligations | 8,358 | |||||||
Current portion of capital lease obligations | 4,849 | |||||||
Capital lease obligations, net of current portion | $ | 3,509 | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Equity [Abstract] | ' | ||||||||||
Schedule of outstanding warrants | ' | ||||||||||
The following table presents information about warrants to purchase shares of the Company’s common stock as of December 31, 2013, all of which were exercisable: | |||||||||||
(in thousands, except per share amounts) | Outstanding (in shares) | Grant Date | Expiration Date | 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) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Schedule of stock-based compensation | ' | |||||||||||||
The following table presents the components of stock-based compensation, a component of selling, general and administrative expenses: | ||||||||||||||
Year Ended | ||||||||||||||
(in thousands) | December 31, | December 31, | ||||||||||||
2013 | 2012 | |||||||||||||
Restricted stock units (“RSUs”) | $ | 815 | $ | 1,203 | ||||||||||
Non-Plan Inducement Grants | 256 | 114 | ||||||||||||
Modifications: | ||||||||||||||
Acceleration of RSU vesting terms | 94 | 2,580 | ||||||||||||
Amortization of deferred modification expense | 1,011 | 1,008 | ||||||||||||
Stock-based compensation | $ | 2,176 | $ | 4,905 | ||||||||||
Schedule of changes in outstanding stock options and nonvested RSUs and non-plan inducement grants | ' | |||||||||||||
The following table presents changes in outstanding stock options and nonvested RSUs and Non-Plan Inducement Grants: | ||||||||||||||
RSUs | Non-Plan Inducement Grants | |||||||||||||
(in thousands, except per share amounts) | Shares | Weighted Average Grant Date Fair Value | Shares | Weighted Average Grant Date Fair Value | ||||||||||
Balance at December 31, 2012 | 232 | $ | 6.12 | 192 | $ | 2.6 | ||||||||
Granted | 393 | 3.4 | 32 | 1.64 | ||||||||||
Vested | (219 | ) | 4.59 | (96 | ) | 2.6 | ||||||||
Forfeited | (176 | ) | 5.26 | — | — | |||||||||
Balance at December 31, 2013 | 230 | $ | 3.58 | 128 | $ | 2.36 | ||||||||
Schedule of weighted average grant date fair value of units granted | ' | |||||||||||||
The following table presents the weighted average grant date fair value of RSUs and Non-Plan Inducement Grants granted: | ||||||||||||||
Year Ended | ||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||
RSUs | $ | 3.4 | $ | 3.8 | ||||||||||
Non-Plan Inducement Grants | 1.64 | 2.6 | ||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of components of income or loss from continuing operations before income taxes | ' | |||||||
The following table presents the components of income or loss from continuing operations before income taxes: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
United States | $ | (51,537 | ) | $ | (39,058 | ) | ||
Foreign | 494 | (60 | ) | |||||
Loss from continuing operations before income taxes | $ | (51,043 | ) | $ | (39,118 | ) | ||
Schedule of components of income tax expense or benefit | ' | |||||||
The following table presents the components of income tax expense or benefit: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Current income tax expense: | ||||||||
Federal | $ | — | $ | — | ||||
Foreign | (107 | ) | 313 | |||||
State | (41 | ) | 160 | |||||
Total | (148 | ) | 473 | |||||
Deferred income tax expense (benefit): | ||||||||
Federal | (451 | ) | 143 | |||||
Foreign | 166 | (304 | ) | |||||
State | (119 | ) | 41 | |||||
Total | (404 | ) | (120 | ) | ||||
Income tax (benefit) expense | $ | (552 | ) | $ | 353 | |||
Schedule of components of deferred tax assets, net, and deferred tax liabilities | ' | |||||||
The following table presents the components of deferred tax assets, net, and deferred tax liabilities: | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Deferred tax assets, net: | ||||||||
Net operating losses | $ | 53,138 | $ | 35,000 | ||||
Depreciation and amortization | 19,637 | 21,616 | ||||||
Accrued liabilities | 11,248 | 11,550 | ||||||
Goodwill | 11,154 | 11,199 | ||||||
Other | 3,005 | 1,655 | ||||||
Deferred tax assets, gross | 98,182 | 81,020 | ||||||
Valuation allowance | (97,000 | ) | (79,655 | ) | ||||
Deferred tax assets, net | $ | 1,182 | $ | 1,365 | ||||
Deferred tax liabilities: | ||||||||
Goodwill | $ | 135 | $ | 706 | ||||
Deferred tax liabilities | $ | 135 | $ | 706 | ||||
Schedule of reconciliation of income tax expense or benefit as calculated using the U.S. statutory federal income tax rate of 35% to income tax expense or benefit | ' | |||||||
The following table presents the reconciliation of income tax expense or benefit as calculated using the U.S. statutory federal income tax rate of 35% to income tax expense or benefit: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Income tax benefit at U.S. statutory federal rate | $ | (18,005 | ) | $ | (13,691 | ) | ||
Shortfall of tax benefit on stock-based compensation | 158 | 953 | ||||||
Nondeductible expenses | 1,559 | 2,076 | ||||||
Change in blended state rate | 742 | (1,043 | ) | |||||
Change in valuation allowance | 16,760 | 15,106 | ||||||
Other | (1,766 | ) | (3,048 | ) | ||||
Income tax (benefit) expense | $ | (552 | ) | $ | 353 | |||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||
Schedule of the results of discontinued operations | ' | |||||||
The following table presents the results of discontinued operations: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Revenues | $ | 1,660 | $ | 48,692 | ||||
Loss from discontinued operations before income taxes | (1,565 | ) | (43,739 | ) | ||||
Income tax expense (benefit) from discontinued operations | 17 | (5,480 | ) | |||||
Loss from discontinued operations | $ | (1,582 | ) | $ | (38,259 | ) |
Restatement_Investigation_and_1
Restatement, Investigation and Related Costs (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Restatement, Investigation and Related Costs [Abstract] | ' | |||||||
Components of restatement, investigation and related costs | ' | |||||||
The following table presents the components of restatement, investigation and related costs: | ||||||||
Year Ended | ||||||||
(in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Incremental audit fees | $ | 2,871 | $ | — | ||||
Other professional services | 5,949 | — | ||||||
Restatement, investigation and related costs | $ | 8,820 | $ | — | ||||
Restructuring_Tables
Restructuring (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Schedule of changes in accrued restructuring costs | ' | |||||||||||
The following table presents changes in accrued restructuring costs: | ||||||||||||
(in thousands) | One-Time Termination Benefits | Other | Total | |||||||||
Balance at December 31, 2011 | $ | — | $ | — | $ | — | ||||||
Restructuring charges | 6,356 | 1,936 | 8,292 | |||||||||
Amounts paid | (3,544 | ) | (1,936 | ) | (5,480 | ) | ||||||
Balance at December 31, 2012 | $ | 2,812 | $ | — | $ | 2,812 | ||||||
Restructuring charges | 1,071 | — | 1,071 | |||||||||
Amounts paid | (3,100 | ) | — | (3,100 | ) | |||||||
Balance at December 31, 2013 | $ | 783 | $ | — | $ | 783 | ||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||||||
Schedule of selected segment financial information | ' | |||||||||||||||||||||||
The following table presents selected segment financial information: | ||||||||||||||||||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | |||||||||||||||||||||||
(in thousands) | Fulfillment | Engineering & Construction | Total | Fulfillment | Engineering & Construction | Total | ||||||||||||||||||
Revenues | $ | 316,882 | $ | 155,051 | $ | 471,933 | $ | 305,307 | $ | 132,289 | $ | 437,596 | ||||||||||||
Cost of revenues | 252,988 | 134,388 | 387,376 | 243,503 | 113,291 | 356,794 | ||||||||||||||||||
Gross profit | 63,894 | 20,663 | 84,557 | 61,804 | 18,998 | 80,802 | ||||||||||||||||||
Selling, general and administrative expenses | 25,313 | 16,910 | 42,223 | 27,276 | 19,081 | 46,357 | ||||||||||||||||||
(Income) expense related to contingent consideration | (114 | ) | — | (114 | ) | (381 | ) | 10,477 | 10,096 | |||||||||||||||
Restructuring charges | 709 | 362 | 1,071 | 5,222 | 2,791 | 8,013 | ||||||||||||||||||
Restatement, investigation and related costs | 5,851 | 2,969 | 8,820 | — | — | — | ||||||||||||||||||
Impairment charges | 12,700 | 11,674 | 24,374 | — | 14,900 | 14,900 | ||||||||||||||||||
Depreciation and amortization | 13,390 | 6,868 | 20,258 | 19,615 | 6,854 | 26,469 | ||||||||||||||||||
Operating income (loss) | $ | 6,045 | $ | (18,120 | ) | $ | (12,075 | ) | $ | 10,072 | $ | (35,105 | ) | $ | (25,033 | ) | ||||||||
Acquisition of property and equipment | $ | 459 | $ | 1,901 | $ | 2,360 | $ | 2,269 | $ | 3,373 | $ | 5,642 | ||||||||||||
Business_Details
Business (Details) (Revenues [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Fulfillment Segment [Member] | ' |
Product Information [Line Items] | ' |
Concentration risk percentage | 67.00% |
Engineering and Construction Segment [Member] | ' |
Product Information [Line Items] | ' |
Concentration risk percentage | 33.00% |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 12 Months Ended | |||||||||
Share data in Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 17, 2014 |
Convertible Debt [Member] | Convertible Debt [Member] | Warrant [Member] | Warrant [Member] | Stock-based Compensation Instruments [Member] | Stock-based Compensation Instruments [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Subsequent Event [Member] | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ($52,073,000) | ($77,730,000) | ' | ' | ' | ' | ' | ' | ' | ' |
Availability under revolving loan facility | ' | ' | ' | ' | ' | ' | ' | ' | 8,200,000 | 8,200,000 |
Additional amount available under revolving loan facility if underlying receivables increase | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive shares excluded from computation of income or loss per share | ' | ' | 3.7 | 3.7 | 3.9 | 3.9 | 0.4 | 0.4 | ' | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' |
Standard duration period before unbilled contract revenues are billed | '3 months |
Minimum [Member] | Coverage Period [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Service maintenance contract duration | '1 year |
Minimum [Member] | Coverage Period [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Service maintenance contract duration | '1 year |
Maximum [Member] | Coverage Period [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Service maintenance contract duration | '10 years |
Maximum [Member] | Coverage Period [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Service maintenance contract duration | '2 years |
Vehicles [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated life | '3 years |
Vehicles [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated life | '5 years |
Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated life | '18 months |
Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated life | '7 years |
Software [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated life | '3 years |
Software [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated life | '5 years |
Business_Combinations_Calculat
Business Combinations - Calculation and Allocation of Purchase Price (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Skylink [Member] | Skylink [Member] | Cable Acquisitions [Member] | |||
Calculation of purchase price: | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | $14,000 | $14,000 | $2,858 |
Fair value of equity consideration | ' | ' | ' | ' | 4,018 | ' |
Fair value of contingent consideration | ' | ' | ' | ' | 5,332 | 484 |
Purchase price | ' | ' | ' | ' | 23,350 | 3,342 |
Allocation of purchase price: | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | 1,789 | 0 |
Inventories | ' | ' | ' | ' | 1,548 | 0 |
Property and equipment | ' | ' | ' | ' | 1,115 | 599 |
Amortizable intangible assets | ' | ' | ' | ' | 17,490 | 690 |
Goodwill | 98,579 | 121,920 | 163,797 | ' | 3,752 | 2,257 |
Accounts payable and other current liabilities | ' | ' | ' | ' | -2,344 | 0 |
Capital lease obligations | ' | ' | ' | ' | 0 | -204 |
Purchase price | ' | ' | ' | ' | $23,350 | $3,342 |
Business_Combinations_Acquired
Business Combinations - Acquired Amortizable Intangible Assets (Details) (USD $) | 24 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Skylink [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired intangible assets | $17,490 |
Weighted average amortization period | '6 years 10 months 24 days |
Skylink [Member] | Customer Relationships [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired intangible assets | 17,000 |
Weighted average amortization period | '7 years |
Skylink [Member] | Other [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired intangible assets | 490 |
Weighted average amortization period | '3 years |
Cable Acquisitions [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired intangible assets | 690 |
Weighted average amortization period | '1 year 9 months 18 days |
Cable Acquisitions [Member] | Customer Relationships [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired intangible assets | 560 |
Weighted average amortization period | '2 years |
Cable Acquisitions [Member] | Other [Member] | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' |
Acquired intangible assets | $130 |
Weighted average amortization period | '1 year |
Business_Combinations_Narrativ
Business Combinations - Narrative (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 24 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Sep. 14, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 14, 2012 | Sep. 14, 2012 | Sep. 14, 2012 | Sep. 14, 2012 | Sep. 14, 2012 | Sep. 14, 2012 | Sep. 14, 2012 | Dec. 31, 2013 | Mar. 02, 2012 | Dec. 31, 2012 | Mar. 02, 2012 | Mar. 02, 2012 | Jan. 03, 2012 | |
Skylink [Member] | Skylink [Member] | Skylink [Member] | Skylink [Member] | Skylink [Member] | Skylink [Member] | Skylink [Member] | Skylink [Member] | Skylink [Member] | Skylink [Member] | Skylink [Member] | Cableview [Member] | Cableview [Member] | Cableview [Member] | Cableview [Member] | Streamline [Member] | |||
Maximum [Member] | Earn-out Two [Member] | Deferred Consideration [Member] | Deferred Consideration [Member] | Contingent Consideration [Member] | Contingent Consideration [Member] | Contingent Consideration [Member] | Customer Relationships [Member] | Earn-out One [Member] | Earn-out Two [Member] | |||||||||
Earn-out Two [Member] | Maximum [Member] | Earn-out One [Member] | Earn-out Two [Member] | Maximum [Member] | Maximum [Member] | |||||||||||||
Maximum [Member] | ||||||||||||||||||
Additional information about calculation of purchase price: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | $23,350,000 | $23,500,000 | ' | ' | ' | ' | ' | ' | ' | $2,900,000 | ' | ' | ' | $500,000 |
Purchase price, cash | ' | ' | 14,000,000 | ' | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price, liabilities assumed | ' | ' | ' | ' | 5,332,000 | ' | 6,000,000 | 4,000,000 | 4,000,000 | 5,500,000 | 3,500,000 | 2,000,000 | ' | ' | ' | 400,000 | 1,400,000 | ' |
Fair value of contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' |
Additional information about assets and liabilities acquired: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining contractual term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' |
Additional information about statement of comprehensive income or loss: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | 471,933,000 | 437,596,000 | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating income | -12,075,000 | -25,033,000 | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition related costs | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unaudited supplemental pro forma information: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | 456,898,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss from continuing operations | ' | ' | ' | -37,862,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of income related to contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | ' | ' |
Accounts_Receivable_Net_of_All2
Accounts Receivable, Net of Allowances (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Components of accounts receivable, net of allowances: | ' | ' |
Trade accounts receivable | $16,308 | $22,954 |
Contract billings | 30,928 | 37,246 |
Unbilled contract revenues | 26,915 | 42,287 |
Other unbilled revenues | 1,376 | 3,686 |
Retainage | 2,698 | 2,657 |
Accounts receivable, gross | 78,225 | 108,830 |
Allowance for doubtful accounts | -4,867 | -6,340 |
Accounts receivable, net of allowances | 73,358 | 102,490 |
Components of unbilled contract revenues, net of billings in excess of costs and estimated earnings: | ' | ' |
Costs of in-process contracts | 80,407 | 85,842 |
Estimated earnings, net of estimated losses | 22,158 | 30,822 |
Less: progress billings | -81,799 | -79,023 |
Net costs and estimated earnings in excess of billings | 20,766 | 37,641 |
Unbilled contract revenues | 26,915 | 42,287 |
Billings in excess of costs and estimated earnings | ($6,149) | ($4,646) |
Concentration_Risks_Details
Concentration Risks (Details) (Customer Concentration Risk [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Customer | |
Concentration of credit risk | ' |
Number of largest customers | 3 |
Revenues [Member] | Customer One [Member] | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 44.00% |
Revenues [Member] | Customer Two [Member] | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 18.00% |
Revenues [Member] | Customer Three [Member] | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 12.00% |
Accounts Receivable [Member] | Customer One [Member] | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 39.00% |
Accounts Receivable [Member] | Customer Two [Member] | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 13.00% |
Accounts Receivable [Member] | Customer Three [Member] | ' |
Concentration of credit risk | ' |
Concentration risk percentage | 11.00% |
Restricted_Cash_Details
Restricted Cash (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 13, 2014 | Jul. 31, 2013 | Jul. 31, 2013 | |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Collateral For Letters Of Credit [Member] | Application Of Fees [Member] | |||||
Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | $16,800,000 | ' | $16,800,000 | ' | ' | ' | ' | ' |
Standby letters of credit outstanding | 16,200,000 | ' | 16,200,000 | ' | 7,800,000 | ' | ' | ' |
Repayment of prior long-term debt | ' | 24,700,000 | ' | ' | ' | ' | 24,000,000 | 700,000 |
Release of cash restriction on collateralized letters of credit | 7,900,000 | ' | 7,949,000 | 0 | ' | 3,700,000 | ' | ' |
Standby letters of credit transferred | $7,800,000 | ' | ' | ' | ' | ' | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $64,101,000 | $68,346,000 |
Accumulated depreciation | -49,189,000 | -41,953,000 |
Property and equipment, net | 14,912,000 | 26,393,000 |
Depreciation expense | 13,300,000 | 15,900,000 |
Capital lease assets, gross | 30,300,000 | 33,200,000 |
Capital lease assets, accumulated depreciation | 22,300,000 | 18,100,000 |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 32,456,000 | 36,343,000 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 23,025,000 | 23,051,000 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 4,942,000 | 4,401,000 |
Other [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $3,678,000 | $4,551,000 |
Goodwill_and_Amortizable_Intan2
Goodwill and Amortizable Intangible Assets - Changes in Goodwill by Segment (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Line Items] | ' | ' |
Beginning balance | $121,920 | $163,797 |
Acquisitions | ' | 6,009 |
Impairment charges | -23,284 | -47,905 |
Foreign currency translation | -57 | 19 |
Ending balance | 98,579 | 121,920 |
Fulfillment Segment [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Beginning balance | 111,336 | 105,308 |
Acquisitions | ' | 6,009 |
Impairment charges | ' | 0 |
Foreign currency translation | -57 | 19 |
Ending balance | 98,579 | 111,336 |
Engineering and Construction Segment [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Beginning balance | 10,584 | 58,489 |
Acquisitions | ' | 0 |
Impairment charges | -10,584 | -47,905 |
Foreign currency translation | 0 | 0 |
Ending balance | $0 | $10,584 |
Goodwill_and_Amortizable_Intan3
Goodwill and Amortizable Intangible Assets - Components of Goodwill by Segment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Goodwill [Line Items] | ' | ' | ' |
Gross Amount | $136,763,000 | $136,820,000 | ' |
Accumulated Impairment Losses | -38,184,000 | -14,900,000 | ' |
Net Amount | 98,579,000 | 121,920,000 | 163,797,000 |
Fulfillment Segment [Member] | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Amount | 111,279,000 | 111,336,000 | ' |
Accumulated Impairment Losses | -12,700,000 | 0 | ' |
Net Amount | 98,579,000 | 111,336,000 | 105,308,000 |
Amount of goodwill denominated in Canadian Dollars included in the fulfillment segment | 900,000 | ' | ' |
Engineering and Construction Segment [Member] | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' |
Gross Amount | 25,484,000 | 25,484,000 | ' |
Accumulated Impairment Losses | -25,484,000 | -14,900,000 | ' |
Net Amount | $0 | $10,584,000 | $58,489,000 |
Goodwill_and_Amortizable_Intan4
Goodwill and Amortizable Intangible Assets - Components of Amortizable Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Customer Relationships [Member] | Customer Relationships [Member] | Other [Member] | Other [Member] | Engineering and Construction Segment [Member] | ||
Acquired Technology Assets [Member] | |||||||
Components of amortizable intangible assets, net | ' | ' | ' | ' | ' | ' | ' |
Amortizable intangible assets | $100,967 | $123,581 | $96,449 | $116,222 | $4,518 | $7,359 | ' |
Accumulated amortization | 67,004 | 81,568 | 64,186 | 78,132 | 2,818 | 3,436 | ' |
Amortizable intangible assets, net | 33,963 | 42,013 | 32,263 | 38,090 | 1,700 | 3,923 | ' |
Impairment of intangible assets | ' | ' | ' | ' | ' | ' | $1,100 |
Goodwill_and_Amortizable_Intan5
Goodwill and Amortizable Intangible Assets - Estimated Future Amortization Expense (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Amortization of intangible assets | $7,000,000 | $10,600,000 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' | ' |
2014 | 5,960,000 | ' |
2015 | 5,802,000 | ' |
2016 | 4,961,000 | ' |
2017 | 4,588,000 | ' |
2018 | 4,554,000 | ' |
Thereafter | 8,098,000 | ' |
Amortizable intangible assets, net | $33,963,000 | $42,013,000 |
LongTerm_Debt_Components_and_F
Long-Term Debt - Components and Future Maturities of Long-Term Debt (Details) (USD $) | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | $181,546 | ' | $156,464 |
Current portion of long-term debt | 7,502 | ' | 3,450 |
Long-term debt, net of current portion | 174,044 | ' | 153,014 |
Maturities of Long-term Debt | ' | ' | ' |
Year ending December 31, 2014 | 7,502 | ' | ' |
Year ending December 31, 2015 | 1,350 | ' | ' |
Year ending December 31, 2016 | 49,403 | ' | ' |
Year ending December 31, 2017 | 1,350 | ' | ' |
Year ending December 31, 2018 | 136,905 | ' | ' |
Thereafter | 0 | ' | ' |
Total | 196,510 | ' | ' |
Revolving Credit Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 45,040 | ' | 26,892 |
Discount on long-term debt | 3,013 | ' | ' |
Term Loan Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | 130,354 | ' | 129,572 |
Discount on long-term debt | 11,951 | ' | 3,401 |
Redeemable Obligation [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term debt | $6,152 | $6,200 | $0 |
LongTerm_Debt_Revolving_Credit
Long-Term Debt - Revolving Credit Facility (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 25, 2013 | Dec. 31, 2013 | Mar. 13, 2014 | Mar. 31, 2014 | Mar. 17, 2014 | Jul. 25, 2013 | Jul. 25, 2013 | Dec. 31, 2013 | Jul. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | Letter of Credit [Member] | Accounts Receivable [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||
variable_rate_option | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | LIBOR Based Rate [Member] | Alternative Base Rate [Member] | Total Receivables [Member] | Total Receivables [Member] | ||||||||||
Revolving Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum facility amount | ' | ' | ' | $75,000,000 | $75,000,000 | ' | ' | ' | ' | ' | ' | $35,000,000 | ' | ' | ' | ' | ' |
Variable interest rate basis | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Interest description | ' | ' | ' | ' | '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%. | ' | ' | ' | ' | ' | 'Letters of credit may be issued up to the maximum amount at an annual interest rate equal to 9.00%. | ' | ' | ' | ' | ' | ' |
Amounts Related To Interest Description [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, margin | ' | ' | ' | ' | ' | ' | ' | ' | 9.25% | 8.25% | ' | ' | ' | ' | ' | ' | ' |
Number of variable rate options | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate at period end | ' | ' | ' | ' | 10.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' |
Amounts related to availability description: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum facility amount | ' | ' | ' | 75,000,000 | 75,000,000 | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' |
Availability under revolving loan facility | ' | ' | ' | ' | 8,200,000 | ' | ' | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Availability description | ' | ' | ' | ' | 'Availability was calculated based upon (i) $64.1 million, which was determined as the lesser of (a) the $75.0 million amount of the facility and (b) a borrowing base of $64.1 million, calculated based upon eligible receivables of $44.1 million plus an additional amount of $20.0 million (the “Additional Amountâ€); less (ii) outstanding letters of credit under the New Revolving Loan of $7.8 million; less (iii) outstanding borrowings under the New Revolving Loan of $48.1 million. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current borrowing capacity | ' | ' | ' | ' | 64,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing base amount | ' | ' | ' | ' | 64,100,000 | ' | ' | ' | ' | ' | ' | ' | 44,100,000 | ' | 60,000,000 | ' | 80,000,000 |
Line of credit, additional computed amount | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 20,000,000 | ' |
Letters of credit outstanding | 16,200,000 | 16,200,000 | ' | ' | 7,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit canceled | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Release of cash restriction on collateralized letters of credit | 7,900,000 | 7,949,000 | 0 | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, determinate range for prorata collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | 80,000,000 |
Outstanding borrowings | ' | ' | ' | ' | 48,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from prior revolving credit facility, net | ' | 21,161,000 | 11,229,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Refinancing costs paid, deferred as other assets | ' | ' | ' | $3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Term_Loan_Facili
Long-Term Debt - Term Loan Facility (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Share data in Thousands, unless otherwise specified | Jul. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Amounts Related To Interest Description [Abstract] | ' | ' | ' |
Warrants, value | $13,100,000 | $13,066,000 | $0 |
Exercise price | 0.01 | ' | ' |
Warrant, shares | 3,800 | 3,882 | ' |
Term Loan Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Face amount | 135,000,000 | ' | ' |
Required annual repayments as a percentage of face amount | 1.00% | ' | ' |
Interest description | ' | '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. | ' |
Amounts Related To Interest Description [Abstract] | ' | ' | ' |
Number of variable rate options | 3 | ' | ' |
Interest rate, PIK payment | 4.00% | ' | ' |
Interest rate at end of period | ' | 15.00% | ' |
Warrants, value | 13,100,000 | ' | ' |
Refinancing costs paid, deferred as other assets | 1,700,000 | ' | ' |
Term Loan Facility [Member] | LIBOR Based Rate [Member] | ' | ' | ' |
Amounts Related To Interest Description [Abstract] | ' | ' | ' |
Variable interest rate basis | 1.50% | ' | ' |
Debt instrument, margin | 9.50% | ' | ' |
Term Loan Facility [Member] | Alternative Base Rate [Member] | ' | ' | ' |
Amounts Related To Interest Description [Abstract] | ' | ' | ' |
Debt instrument, margin | 8.50% | ' | ' |
Revolving Credit Facility [Member] | ' | ' | ' |
Amounts Related To Interest Description [Abstract] | ' | ' | ' |
Number of variable rate options | 3 | ' | ' |
Refinancing costs paid, deferred as other assets | $3,600,000 | ' | ' |
Revolving Credit Facility [Member] | LIBOR Based Rate [Member] | ' | ' | ' |
Amounts Related To Interest Description [Abstract] | ' | ' | ' |
Variable interest rate basis | 1.00% | ' | ' |
Debt instrument, margin | 9.25% | ' | ' |
Revolving Credit Facility [Member] | Alternative Base Rate [Member] | ' | ' | ' |
Amounts Related To Interest Description [Abstract] | ' | ' | ' |
Debt instrument, margin | 8.25% | ' | ' |
LongTerm_Debt_Convertible_Obli
Long-Term Debt - Convertible Obligation (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Jul. 25, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2012 | Sep. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Redeemable Obligation [Member] | Redeemable Obligation [Member] | Redeemable Obligation [Member] | Redeemable Obligation [Member] | Maximum [Member] | Common Stock [Member] | ||||
Maximum [Member] | |||||||||
Convertible obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | $181,546,000 | ' | $156,464,000 | $6,152,000 | $6,200,000 | $0 | ' | ' | ' |
Interest rate, stated | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' |
Equity conversion right, shares issuable | ' | ' | ' | 3,715,915 | ' | ' | ' | ' | 3,700,000 |
Equity conversion right, percentage of outstanding shares | ' | 19.90% | ' | ' | ' | ' | 19.90% | ' | ' |
Period over which stock price is calculated | ' | ' | ' | '20 days | ' | ' | ' | ' | ' |
Conversion price | $1.61 | ' | ' | ' | ' | ' | ' | ' | ' |
Amount convertible to cash for unpaid obligation | ' | ' | ' | ' | ' | ' | ' | 6,200,000 | ' |
Debt instrument cash component redeemable | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 |
Increase in conversion price that will decrease shares issuable by $100,000 and cash payable by $200,000 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' |
Result of 10 cent increase in conversion price, decrease in shares issuable | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Result of 10 cent increase in conversion price, decrease in cash payable | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in conversion price by which no additional shares issue and in increase in cash payable by $400,000 | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' |
Result of 10 cent decrease in conversion price, shares issued | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Result of 10 cent decrease in conversion price, increase in cash payable | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Security_Provisi
Long-Term Debt - Security Provisions and Covenants (Details) (Term Loan Facility [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Twelve months ended December 31, 2013 | Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.9 |
Twelve months ended December 31, 2013 | Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.32 |
Twelve months ended March 31, 2014 | Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.87 |
Twelve months ended March 31, 2014 | Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.25 |
Twelve months ended June 30, 2014 | Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.26 |
Twelve months ended June 30, 2014 | Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.31 |
Twelve months ended September 30, 2014 | Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 4.11 |
Twelve months ended September 30, 2014 | Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.32 |
Twelve months ended December 31, 2014 | Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 3.94 |
Twelve months ended December 31, 2014 | Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.38 |
Twelve months ended December 31, 2015 | Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 3.11 |
Twelve months ended December 31, 2015 | Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 1.76 |
Twelve months ended December 31, 2016 | Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 2.38 |
Twelve months ended December 31, 2016 | Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 2.22 |
Twelve months ended December 31, 2017 and thereafter | Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Consolidated Leverage Ratio | 1.65 |
Twelve months ended December 31, 2017 and thereafter | Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Fixed Charge Coverage Ratio | 2.82 |
LongTerm_Debt_July_2013_Refina
Long-Term Debt - July 2013 Refinancing (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||
In Thousands, unless otherwise specified | Jul. 25, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 10, 2013 | Jul. 25, 2013 | Jul. 25, 2013 |
Revolving Credit Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | |||||
Uses of Proceeds from Refinancing [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Repayment of prior credit facility | ' | $24,700 | ' | ' | $24,822 | ' | ' |
Repayment of prior long-term debt | ' | ' | 1,298 | 1,277 | ' | 137,720 | ' |
Collateralization of standby letters of credit | ' | ' | -24,716 | 0 | 24,716 | 0 | ' |
Payment of accrued interest and fees | ' | ' | 20,331 | 13,600 | 261 | 0 | ' |
Second amendment waiver and amendment fee (2.00%) | ' | ' | 8,204 | 0 | 0 | 2,765 | ' |
Additional borrowings for general business purposes | ' | ' | -1,994 | 3,303 | 15,201 | 0 | ' |
Proceeds from refinancing/credit facility | ' | ' | ' | ' | 65,000 | ' | ' |
Proceeds from term loan facilities | ' | ' | 0 | 33,750 | ' | 140,485 | ' |
Warrants issued | $13,100 | ' | $13,066 | $0 | ' | $13,100 | $13,100 |
Waiver and amendment fee percentage | ' | ' | ' | ' | ' | 2.00% | ' |
LongTerm_Debt_July_2013_Refina1
Long-Term Debt - July 2013 Refinancing - Refinancing Costs (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Jul. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Extinguishment of Debt [Line Items] | ' | ' | ' |
Warrants, value | $13,100 | $13,066 | $0 |
Components of loss on extinguishment of debt: | ' | ' | ' |
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 or payable to lenders | ' | 3,064 | ' |
Loss on extinguishment of debt | ' | 9,247 | 0 |
Components of refinancing costs deferred to future periods: | ' | ' | ' |
Deferred financing cost, gross | ' | 2,961 | ' |
Discount on long-term debt, gross | ' | 16,651 | ' |
Refinancing costs deferred to future periods | ' | 19,612 | ' |
Revolving Credit Facility [Member] | ' | ' | ' |
Components of loss on extinguishment of debt: | ' | ' | ' |
Unamortized costs of prior debt, deferred financing costs | ' | 465 | ' |
Unamortized costs of prior debt, discount on long-term debt | ' | 0 | ' |
Refinancing costs paid or payable to lenders | ' | 65 | ' |
Loss on extinguishment of debt | ' | 530 | ' |
Components of refinancing costs deferred to future periods: | ' | ' | ' |
Deferred financing cost, gross | ' | 1,195 | ' |
Discount on long-term debt, gross | ' | 3,551 | ' |
Refinancing costs deferred to future periods | ' | 4,746 | ' |
Term Loan Facility [Member] | ' | ' | ' |
Extinguishment of Debt [Line Items] | ' | ' | ' |
Warrants, value | 13,100 | ' | ' |
Components of loss on extinguishment of debt: | ' | ' | ' |
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 or payable to lenders | ' | 2,999 | ' |
Loss on extinguishment of debt | ' | 8,717 | ' |
Components of refinancing costs deferred to future periods: | ' | ' | ' |
Deferred financing cost, gross | ' | 1,766 | ' |
Discount on long-term debt, gross | ' | 13,100 | ' |
Refinancing costs deferred to future periods | ' | $14,866 | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Measurements with Significant Unobservable Inputs (Details) (Significant Unobservable Inputs (Level 3) [Member], Contingent Consideration [Member], USD $) | 12 Months Ended | 0 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 03, 2011 | Apr. 03, 2011 | Sep. 30, 2011 | Mar. 31, 2013 | Mar. 31, 2012 | Sep. 14, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Pinnacle [Member] | Pinnacle [Member] | Pinnacle [Member] | Pinnacle [Member] | Pinnacle [Member] | Pinnacle [Member] | Pinnacle [Member] | Skylink [Member] | Cash [Member] | Cash [Member] | Cash [Member] | Cash [Member] | Equity [Member] | Equity [Member] | ||
Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Pinnacle [Member] | Pinnacle [Member] | Skylink [Member] | Pinnacle [Member] | |||||||
Changes in assets and liabilities measured at fair value using significant unobservable inputs: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | $14,852,000 | ' | $14,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions | 5,816,000 | ' | ' | ' | ' | ' | ' | ' | 5,300,000 | ' | ' | ' | ' | ' | ' |
Settlements | ' | ' | ' | ' | ' | ' | ' | ' | ' | -23,040,000 | -19,500,000 | -2,400,000 | -3,500,000 | -5,789,000 | -5,800,000 |
Changes in fair value | 10,096,000 | ' | 10,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance | 1,935,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sensitivity analysis, quantitative disclosures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sensitivity analysis, description | ' | 'Utilizing the estimated peer group volatility and an estimated range of EBITDA outcomes between 80% and 120% of the estimated EBITDA, the estimated range of outcomes on an undiscounted basis was expected to be between $17.4 million and $30.0 million as of the purchase date on April 3, 2011. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated range of EBITDA outcomes, undiscounted basis | ' | ' | ' | $17,400,000 | $30,000,000 | $30,000,000 | $30,000,000 | $30,000,000 | ' | ' | ' | ' | ' | ' | ' |
Estimated range of EBITDA outcomes, percentage | ' | ' | ' | 80.00% | 120.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Nonrec
Fair Value Measurements - Nonrecurring Fair Value Measurements (Details) (USD $) | 12 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 28, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 29, 2012 | Sep. 30, 2012 | Sep. 29, 2012 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Wireless Business Unit [Member] | Wireless Business Unit [Member] | Wireless Business Unit [Member] | Wireless Business Unit [Member] | Wireless Business Unit [Member] | Wireless Business Unit [Member] | Wireless Business Unit [Member] | Broadband Cable Unit [Member] | Broadband Cable Unit [Member] | Broadband Cable Unit [Member] | Wireline Business Unit [Member] | Wireline Business Unit [Member] | Wireline Business Unit [Member] | Goodwill [Member] | Fulfillment Segment [Member] | Fulfillment Segment [Member] | Fulfillment Segment [Member] | Fulfillment Segment [Member] | Engineering and Construction Segment [Member] | Engineering and Construction Segment [Member] | Engineering and Construction Segment [Member] | ||||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Measurements, Nonrecurring [Member] | Wireless Business Unit [Member] | Broadband Cable Unit [Member] | |||||||||||||
Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Nonrecurring [Member] | |||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, fair value | ' | ' | ' | ' | ' | $10,600,000 | ' | $10,630,000 | $0 | $10,630,000 | ' | $13,279,000 | $13,279,000 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges, goodwill | 23,284,000 | 47,905,000 | ' | 10,585,000 | 14,900,000 | ' | ' | 14,900,000 | 10,585,000 | ' | 12,700,000 | 14,900,000 | ' | 33,005,000 | ' | ' | ' | 0 | ' | ' | 12,700,000 | 10,584,000 | 47,905,000 | ' |
Finite-lived Intangible Assets, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,094,000 | ' | 3,094,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges, amortizable intangible assets | ' | ' | ' | ' | ' | ' | 1,090,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges, property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,175,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, carrying value | $98,579,000 | $121,920,000 | $163,797,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,500,000 | $111,336,000 | $98,579,000 | $105,308,000 | ' | $0 | $10,584,000 | $58,489,000 |
Fair_Value_Measurements_Deriva
Fair Value Measurements - Derivative Instruments (Details) (Term Loan Facility [Member], Interest Rate Collar [Member], USD $) | Dec. 31, 2012 |
In Millions, unless otherwise specified | |
Term Loan Facility [Member] | Interest Rate Collar [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Face value of debt covered by derivative, percentage | 50.00% |
Face value of debt covered by derivative, amount | $67.50 |
Lease_Obligations_Details
Lease Obligations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Capital Leases | ' | ' |
Capital Leases, 2014 | $4,916,000 | ' |
Capital Leases, 2015 | 2,854,000 | ' |
Capital Leases, 2016 | 571,000 | ' |
Capital Leases, 2017 | 134,000 | ' |
Capital Leases, 2018 | 50,000 | ' |
Capital Leases, Thereafter | 0 | ' |
Capital Leases, Total minimum lease payments | 8,525,000 | ' |
Capital Leases, amounts representing interest | 167,000 | ' |
Capital lease obligations | 8,358,000 | ' |
Current portion of capital lease obligations | 4,849,000 | 7,688,000 |
Capital lease obligations, net of current portion | 3,509,000 | 8,040,000 |
Operating Leases | ' | ' |
Operating Leases, 2014 | 9,712,000 | ' |
Operating Leases, 2015 | 7,970,000 | ' |
Operating Leases, 2016 | 3,855,000 | ' |
Operating Leases, 2017 | 1,148,000 | ' |
Operating Leases, 2018 | 73,000 | ' |
Operating Leases, Thereafter | 0 | ' |
Operating Leases, Total minimum lease payments | 22,758,000 | ' |
Operating lease expense | $14,000,000 | $10,700,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Feb. 28, 2014 | Dec. 31, 2013 | 31-May-13 |
In Millions, unless otherwise specified | Surety Bond [Member] | Surety Bond [Member] | Securities Litigation, Civil Action NO. 13-2119 [Member] | Securities Litigation, Civil Action NO. 13-2119 [Member] | FLSA Collective Action [Member] | Skylink Complaint [Member] |
Subsequent Event [Member] | ||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Preliminary settlement amount | ' | ' | $1.60 | ' | ' | ' |
Loss contingency, estimated amount | 46.4 | 69 | ' | 0.3 | ' | 6 |
Potential loss exposure, minimum | ' | ' | ' | ' | 0 | ' |
Potential loss exposure, maximum | ' | ' | ' | ' | $3.80 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jul. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Stockholders' Equity | ' | ' | ' |
Preferred stock, number of shares authorized | ' | 20,000,000 | 20,000,000 |
Preferred 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, par value (in dollars per share) | ' | $0.00 | $0.00 |
Warrants: | ' | ' | ' |
Outstanding | 3,800,000 | 3,882,000 | ' |
Exercise price | 0.01 | ' | ' |
Percentage of outstanding shares | 19.90% | ' | ' |
Warrants, value | $13,100 | $13,066 | $0 |
Amended Term Loan Lenders [Member] | ' | ' | ' |
Warrants: | ' | ' | ' |
Outstanding | ' | 3,791,000 | ' |
Exercise price | ' | 0.01 | ' |
Former Employees or Former Owners [Member] | ' | ' | ' |
Warrants: | ' | ' | ' |
Outstanding | ' | 89,000 | ' |
Exercise price | ' | 140 | ' |
Former Owners of An Acquired Broadband Cable Business [Member] | ' | ' | ' |
Warrants: | ' | ' | ' |
Outstanding | ' | 2,000 | ' |
Exercise price | ' | 56 | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock options, restricted stock units and restricted shares | ' | ' |
Stock-based compensation | $2,176,000 | $4,905,000 |
Acceleration of RSU vesting terms | 94,000 | 2,580,000 |
Unrecognized stock-based compensation expense | 1,200,000 | ' |
Unrecognized stock-based compensation expense, period for recognition | '1 year 3 months 18 days | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' |
Stock-based compensation | 815,000 | 1,203,000 |
Acceleration of RSU vesting terms | 1,000,000 | 1,900,000 |
Non-Plan Inducement Grants [Member] | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' |
Stock-based compensation | 256,000 | 114,000 |
Stock Options [Member] | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' |
Stock-based compensation | 1,000,000 | 1,000,000 |
Amortization of deferred modification expense | 1,011,000 | 1,008,000 |
Unrecognized stock-based compensation expense | 3,500,000 | ' |
Unrecognized stock-based compensation expense, period for recognition | '3 years 6 months | ' |
Terminated Officers [Member] | Restricted Stock Units (RSUs) [Member] | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' |
Stock-based compensation | ' | $2,600,000 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Plans and Awards (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 05, 2013 | |
Plan | |||
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Number of sponsored stock-based compensation plans | 2 | ' | ' |
Shares of common stock authorized for issuance | ' | ' | 3,200,000 |
Shares of common stock available for grant | 2,800,000 | ' | ' |
Unrecognized stock-based compensation expense, period for recognition | '1 year 3 months 18 days | ' | ' |
Unrecognized stock-based compensation expense | $1,200,000 | ' | ' |
Stock-based compensation | 2,176,000 | 4,905,000 | ' |
RSUs [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Portion of overall award (as a percentage) | 50.00% | ' | ' |
Stock-based compensation | 815,000 | 1,203,000 | ' |
RSUs [Member] | Director [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Stock-based compensation | 124,000 | ' | ' |
RSUs [Member] | Terminated Officers [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Stock-based compensation | ' | 2,600,000 | ' |
Restricted shares [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Stock-based compensation | 256,000 | 114,000 | ' |
Restricted shares [Member] | Senior Executives [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Stock-based compensation | 32,000 | ' | ' |
Stock Options [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Unrecognized stock-based compensation expense, period for recognition | '3 years 6 months | ' | ' |
Unrecognized stock-based compensation expense | 3,500,000 | ' | ' |
Stock-based compensation | 1,000,000 | 1,000,000 | ' |
Performance Shares [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Portion of overall award (as a percentage) | 50.00% | ' | ' |
Award vesting period | '4 years | ' | ' |
Unrecognized stock-based compensation expense, period for recognition | '4 years | ' | ' |
2009 Plan | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Shares of common stock available for grant | 0 | ' | ' |
1999 Plan | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Stock-based compensation | $1,000,000 | $1,000,000 | ' |
Minimum [Member] | Achievement between 90% and 100% of Target [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Percentage of target award earned | 50.00% | ' | ' |
Maximum [Member] | Achievement between 90% and 100% of Target [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Percentage of target award earned | 100.00% | ' | ' |
Achievement Less than 90% [Member] | Minimum [Member] | Performance Shares [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Percent of targeted performance achieved | 90.00% | ' | ' |
Achievement between 90% and 100% of Target [Member] | Maximum [Member] | Performance Shares [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Percent of targeted performance achieved | 100.00% | ' | ' |
Achievement over 100% of Target [Member] | Maximum [Member] | Performance Shares [Member] | ' | ' | ' |
Stock options, restricted stock units and restricted shares | ' | ' | ' |
Percent of targeted performance achieved | 150.00% | ' | ' |
StockBased_Compensation_Stockb
Stock-Based Compensation - Stock-based Award Activity (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Weighted Average Grant Date Fair Value | ' | ' |
Stock-based compensation | $2,176 | $4,905 |
Grant date fair value | 94 | 2,580 |
RSUs [Member] | ' | ' |
Shares | ' | ' |
Beginning Balance (in shares) | 232 | ' |
Granted (in shares) | 393 | ' |
Vested (in shares) | -219 | ' |
Forfeited (in shares) | -176 | ' |
Ending balance (in shares) | 230 | 232 |
Weighted Average Grant Date Fair Value | ' | ' |
Beginning Balance (in dollars per share) | $6.12 | ' |
Granted (in dollars per share) | $3.40 | ' |
Vested (in dollars per share) | $4.59 | ' |
Forfeited (in dollars per share) | $5.26 | ' |
Ending balance (in dollars per share) | $3.58 | $6.12 |
Stock-based compensation | 815 | 1,203 |
Cancelled, forfeited or expired (in shares) | 47 | ' |
Weighted average grant date fair value | $3.40 | $3.80 |
Grant date fair value | 1,000 | 1,900 |
Non-Plan Inducement Grants [Member] | ' | ' |
Shares | ' | ' |
Beginning Balance (in shares) | 192 | ' |
Granted (in shares) | 32 | ' |
Vested (in shares) | -96 | ' |
Forfeited (in shares) | 0 | ' |
Ending balance (in shares) | 128 | 192 |
Weighted Average Grant Date Fair Value | ' | ' |
Beginning Balance (in dollars per share) | $2.60 | ' |
Granted (in dollars per share) | $1.64 | ' |
Vested (in dollars per share) | $2.60 | ' |
Forfeited (in dollars per share) | $0 | ' |
Ending balance (in dollars per share) | $2.36 | $2.60 |
Stock-based compensation | 256 | 114 |
Weighted average grant date fair value | $1.64 | $2.60 |
Senior Executives [Member] | RSUs [Member] | ' | ' |
Shares | ' | ' |
Granted (in shares) | 269 | ' |
Senior Executives [Member] | Non-Plan Inducement Grants [Member] | ' | ' |
Weighted Average Grant Date Fair Value | ' | ' |
Stock-based compensation | 32 | ' |
Director [Member] | RSUs [Member] | ' | ' |
Weighted Average Grant Date Fair Value | ' | ' |
Stock-based compensation | 124 | ' |
Former Member of Senior Management [Member] | RSUs [Member] | ' | ' |
Shares | ' | ' |
Vested (in shares) | -50 | ' |
Terminated Officers [Member] | RSUs [Member] | ' | ' |
Shares | ' | ' |
Forfeited (in shares) | -129 | ' |
Weighted Average Grant Date Fair Value | ' | ' |
Stock-based compensation | ' | $2,600 |
Senior Executives and Directors [Member] | RSUs [Member] | ' | ' |
Shares | ' | ' |
Vested (in shares) | -169 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Components of income or loss from continuing operations before income taxes | ' | ' |
United States | ($51,537,000) | ($39,058,000) |
Foreign | 494,000 | -60,000 |
Loss from continuing operations before income taxes | -51,043,000 | -39,118,000 |
Components of income tax expense or benefit | ' | ' |
Current income tax expense, Federal | 0 | 0 |
Current income tax expense, Foreign | -107,000 | 313,000 |
Current income tax expense, State | -41,000 | 160,000 |
Total current income tax expense | -148,000 | 473,000 |
Deferred income tax expense (benefit), Federal | -451,000 | 143,000 |
Deferred income tax expense (benefit), Foreign | 166,000 | -304,000 |
Deferred income tax expense (benefit), State | -119,000 | 41,000 |
Total deferred income tax expense (benefit) | -404,000 | -120,000 |
Income tax expense | -552,000 | 353,000 |
Components of deferred tax assets, net, and deferred tax liabilities | ' | ' |
Deferred tax assets, Net operating losses | 53,138,000 | 35,000,000 |
Deferred tax assets, depreciation and amortization | 19,637,000 | 21,616,000 |
Deferred tax assets, Accrued liabilities | 11,248,000 | 11,550,000 |
Deferred tax assets, Goodwill | 11,154,000 | 11,199,000 |
Deferred tax assets, Other | 3,005,000 | 1,655,000 |
Deferred tax assets, gross | 98,182,000 | 81,020,000 |
Deferred tax assets, Valuation allowance | -97,000,000 | -79,655,000 |
Deferred tax assets, net | 1,182,000 | 1,365,000 |
Deferred tax liabilities, Goodwill | 135,000 | 706,000 |
Deferred tax liabilities | 135,000 | 706,000 |
Increase (decrease) in valuation allowance | 18,000,000 | 26,100,000 |
Reconciliation of income tax expense or benefit as calculated using the U.S. statutory federal income tax rate of 35% to income tax expense or benefit | ' | ' |
Federal statutory tax rate | 35.00% | 35.00% |
Income tax benefit at U.S. statutory federal rate | -18,005,000 | -13,691,000 |
Shortfall of tax benefit on stock-based compensation | 158,000 | 953,000 |
Nondeductible expenses | 1,559,000 | 2,076,000 |
Change in blended state rate | 742,000 | -1,043,000 |
Change in valuation allowance | 16,760,000 | 15,106,000 |
Other | -1,766,000 | -3,048,000 |
Operating loss carryforwards | $138,000,000 | $86,600,000 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Dec. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 28, 2012 | Dec. 28, 2012 | Dec. 28, 2012 | |
Wireline Business Unit [Member] | Wireline Business Unit [Member] | Wireline Business Unit [Member] | Wireline Business Unit [Member] | Wireline Business Unit [Member] | ||
Installment | Stage | First Payment [Member] | Second Payment [Member] | |||
Discontinued operations | ' | ' | ' | ' | ' | ' |
Revenues | ' | $1,660,000 | $48,692,000 | ' | ' | ' |
Loss from discontinued operations before income taxes | ' | -1,565,000 | -43,739,000 | ' | ' | ' |
Income tax (benefit) expense from discontinued operations | ' | 17,000 | -5,480,000 | ' | ' | ' |
Loss from discontinued operations | ' | -1,582,000 | -38,259,000 | ' | ' | ' |
Net assets sold | 6,900,000 | ' | ' | ' | ' | ' |
Number of stages | ' | ' | ' | 2 | ' | ' |
Assets sold to NX Utilities | ' | ' | ' | 5,900,000 | 5,400,000 | 500,000 |
Number of installments | ' | 2 | ' | ' | ' | ' |
Net working capital retained after Wireline sale | ' | ' | ' | 4,100,000 | ' | ' |
Pre-tax impairment charges related to property and equipment and goodwill | ' | ' | 35,200,000 | ' | ' | ' |
Income (loss) from discontinued operations before income taxes | ' | $600,000 | $1,000,000 | ' | ' | ' |
Restatement_Investigation_and_2
Restatement, Investigation and Related Costs (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Restatement, Investigation and Related Costs [Abstract] | ' | ' |
Incremental audit fees | $2,871 | $0 |
Other professional services | 5,949 | 0 |
Restatement, investigation and related costs | $8,820 | $0 |
Restructuring_Details
Restructuring (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | $2,812 | $0 |
Restructuring charges | 1,071 | 8,292 |
Amounts paid | -3,100 | -5,480 |
Ending balance | 783 | 2,812 |
One-Time Termination Benefits [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | 2,812 | 0 |
Restructuring charges | 1,071 | 6,356 |
Amounts paid | -3,100 | -3,544 |
Ending balance | 783 | 2,812 |
Other [Member] | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' |
Beginning balance | 0 | 0 |
Restructuring charges | 0 | 1,936 |
Amounts paid | 0 | -1,936 |
Ending balance | $0 | $0 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | ||
Selected segment financial information | ' | ' |
Number of reportable segments | 2 | ' |
Revenues | $471,933 | $437,596 |
Cost of revenues | 387,376 | 356,794 |
Gross profit | 84,557 | 80,802 |
Selling, general and administrative expenses | 42,223 | 46,357 |
(Income) expense related to contingent consideration | -114 | 10,096 |
Restructuring charges | 1,071 | 8,013 |
Restatement, investigation and related costs | 8,820 | 0 |
Impairment charges | 24,374 | 14,900 |
Depreciation and amortization | 20,258 | 26,469 |
Operating loss | -12,075 | -25,033 |
Acquisition of property and equipment | 2,360 | 5,642 |
Assets | 270,548 | 326,403 |
Canada [Member] | ' | ' |
Selected segment financial information | ' | ' |
Revenues | 15,700 | 15,400 |
Assets | 4,900 | 5,300 |
Canada [Member] | Property, Plant and Equipment [Member] | ' | ' |
Selected segment financial information | ' | ' |
Assets | 2,200 | ' |
Fulfillment Segment [Member] | ' | ' |
Selected segment financial information | ' | ' |
Revenues | 316,882 | 305,307 |
Cost of revenues | 252,988 | 243,503 |
Gross profit | 63,894 | 61,804 |
Selling, general and administrative expenses | 25,313 | 27,276 |
(Income) expense related to contingent consideration | -114 | -381 |
Restructuring charges | 709 | 5,222 |
Restatement, investigation and related costs | 5,851 | 0 |
Impairment charges | 12,700 | 0 |
Depreciation and amortization | 13,390 | 19,615 |
Operating loss | 6,045 | 10,072 |
Acquisition of property and equipment | 459 | 2,269 |
Assets | 173,500 | 193,000 |
Engineering and Construction Segment [Member] | ' | ' |
Selected segment financial information | ' | ' |
Revenues | 155,051 | 132,289 |
Cost of revenues | 134,388 | 113,291 |
Gross profit | 20,663 | 18,998 |
Selling, general and administrative expenses | 16,910 | 19,081 |
(Income) expense related to contingent consideration | 0 | 10,477 |
Restructuring charges | 362 | 2,791 |
Restatement, investigation and related costs | 2,969 | 0 |
Impairment charges | 11,674 | 14,900 |
Depreciation and amortization | 6,868 | 6,854 |
Operating loss | -18,120 | -35,105 |
Acquisition of property and equipment | 1,901 | 3,373 |
Assets | $97,100 | $133,400 |
Subsequent_Events_Details
Subsequent Events (Details) | Dec. 05, 2013 | Feb. 03, 2014 | Feb. 19, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | ||
RSUs [Member] | RSUs [Member] | ||
Management [Member] | Director [Member] | ||
Subsequent Event [Line Items] | ' | ' | ' |
Shares of common stock authorized for issuance | 3,200,000 | 499,203 | 260,875 |