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 began 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. 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 reduced its leased presence at six facilities and achieved a reduction of approximately 400,000 square feet. During 2013, the Company determined that its Clintonville, Wisconsin was no longer required in its operations and reclassified the property and equipment associated with this facility, as well as certain Gearing equipment, to Assets Held for Sale. The most significant remaining reduction relates to the anticipated closure and disposition of the Cicero Avenue Facility. The Company believes its 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, and as of September 30, 2013 the accrual balance remaining is $242.

Additional restructuring plans were approved in the fourth quarter of 2011. Including costs incurred to date, the Company expects that a total of approximately $13,300 of net costs will be incurred to implement this restructuring initiative. To date, the Company has incurred approximately $8,500, or 64% of the total expected restructuring costs. Of the total projected costs, the Company anticipates that a total of approximately $5,400 will consist of non-cash charges. Restructuring costs incurred to date include $900 of involuntary terminations and $1,500 of accelerated depreciation of the Cicero Avenue Facility. The table below details the Company’s total net restructuring charges incurred to date and the total net expected restructuring charges as of September 30, 2013:

	2011		2012		Q1 ‘13			Q2 ‘13			Q3 ‘13		Total			Total
	Actual		Actual		Actual			Actual			Actual		Incurred			Projected
Capital expenditures:
Gearing	$	5	$	2,072	$	359		$	817		$	514	$	3,767		$	5,007
Corporate	—		524		277			—			—		801			801
Total capital expenditures	5		2,596		636			817			514		4,568			5,808

Cash expenses:
Cost of sales:
Gearing	131		308		157			886			840		2,322			3,295
Services	—		225		119			115			—		459			459
Total cost of sales	131		533		276			1,001			840		2,781			3,754

Selling, general, and administrative expenses:
Towers	—		130		78			37			50		295			295
Gearing	35		520		65			67			28		715			715
Services	—		40		—			—			—		40			40
Corporate	406		49		458			3			1		917			917
Total selling, general and administrative expenses	441		739		601			107			79		1,967			1,967

Other - Towers and Weldments gain on Brandon Facility:	—		—		—			(3,586		)	1		(3,585		)	(3,585		)
Non-cash expenses:
Towers	—		—		290			—			—		290			290
Gearing	247		1,166		179			550			257		2,399			4,989
Services	—		58		(15		)	—			—		43			43
Corporate	50		—		—			—			—		50			50
Total non-cash expenses	297		1,224		454			550			257		2,782			5,372
Grand total	$	874	$	5,092	$	1,967		$	(1,111	)	$	1,691	$	8,513		$	13,316