NOTE 17 — RESTRUCTURING

During the third quarter of 2011, the Company conducted a review of its business strategies and product plans based on the outlook for the economy at large, the forecast for the industries it serves, and its business environment. The Company concluded that its manufacturing footprint and fixed cost base were too large and expensive for its medium-term needs and has begun restructuring its facility capacity and its management structure to consolidate and increase the efficiencies of its operations.

The Company is executing a plan to reduce its facility footprint by approximately 40% through the sale and/or closure through the end of 2014 of facilities comprising a total of approximately 600,000 square feet. As part of this plan, in the third quarter of 2011, the Company determined that the Brandon Facility should be sold, and as a result the Company reclassified the Brandon Facility property and equipment to Assets Held for Sale and the related indebtedness to Liabilities Held for Sale. As discussed in more detail in Note 18, “Subsequent Event” of these condensed consolidated financial statements, in April 2013 the Company completed the sale of the Brandon Facility, generating approximately $8,000 in net proceeds after closing costs and the repayment of the mortgage on the Brandon Facility. Including the sale of the Brandon Facility, the Company has so far closed or reached agreement to close or reduce its leased presence at six facilities and achieved an eventual reduction of approximately 400,000 square feet. The most significant remaining reduction relates to the Cicero Avenue Facility. The Company believes the remaining locations will be sufficient to support its Towers and Weldments, Gearing, Services and general corporate and administrative activities, while allowing for growth for the next several years.

In the third quarter of 2012, the Company identified a $352 liability associated with the planned sale of the Cicero Avenue Facility. The liability is associated with environmental remediation costs that were identified while preparing the site for sale. The expenses associated with this liability have been recorded as a restructuring charge.

Additional restructuring plans were approved in the fourth quarter of 2011. To date, the Company has incurred approximately $7,900 of costs in conjunction with its restructuring plan. Including costs incurred to date, the Company expects that a total of approximately $12,800 of net costs will be incurred to implement this restructuring plan. Of the total projected expenses, the Company anticipates that a total of approximately $5,000 will consist of non-cash charges. The table below details the Company’s total net restructuring charges incurred to date and the total net expected restructuring charges as of March 31, 2013:

	2011		2012		Q1 ‘13			Total		Total
	Actual		Actual		Actual			Incurred		Projected
Capital expenditures:
Gearing	$	5	$	2,072	$	359		$	2,436	$	5,059
Corp.	—		524		277			801		801
Total capital expenditures	5		2,596		636			3,237		5,860

Cash expenses:
Cost of sales:
Gearing	131		308		157			596		3,120
Services	—		225		119			344		444
Total cost of sales	131		533		276			940		3,564

Selling, general, and administrative expenses:
Towers	—		130		78			208		208
Gearing	35		520		65			620		620
Services	—		40		—			40		40
Corporate	406		49		458			913		913
Total selling, general and administrative expenses	441		739		601			1,781		1,781

Other - Towers expected gain on Brandon Facility:	—		—		—			—		(3,400		)
Non-cash expenses:
Towers	—		—		290			290		290
Gearing	247		1,166		179			1,592		4,652
Services	—		58		(15		)	43		43
Corporate	50		—		—			50		50
Total non-cash expenses	297		1,224		454			1,975		5,035
Grand total	$	874	$	5,092	$	1,967		$	7,933	$	12,840