RESTRUCTURING

2016 Restructuring

On January 4, 2016, the Company’s board of directors approved the 2016 Restructuring to reduce its exposure to the upstream oil markets and to reduce consolidated expenses. During the year, the Company completed its 2016 Restructuring, which included repositioning Energy Services’ upstream operations in California, reducing Corrosion Protection’s upstream exposure by divesting its interest in a Canadian pipe coating joint venture, right-sizing Corrosion Protection to compete more effectively and reducing corporate and other operating costs. The 2016 Restructuring reduced consolidated annual expenses by approximately $17.4 million, of which approximately $1.2 million, $6.6 million and $5.6 million related to recognized savings within Infrastructure Solutions, Corrosion Protection and Energy Services, respectively, and $4.0 million related to reduced corporate costs. Cost savings were achieved primarily through office closures and reducing headcount by approximately 964 employees, or 15.5% of the Company’s total workforce as of December 31, 2015.

The Company recorded total pre-tax charges, most of which were cash charges, of $16.1 million ($10.3 million after tax) in connection with the 2016 Restructuring. These charges included employee severance, retention, extension of benefits, employment assistance programs and other restructuring costs associated with the restructuring efforts described above.

During 2016, the Company recorded pre-tax expense related to the 2016 Restructuring as follows (in thousands):



	Year Ended December 31, 2016
	Infrastructure Solutions		Corrosion Protection		Energy Services		Total
Severance and benefit related costs	$	2,249	$	3,588	$	1,559	$	7,396
Lease termination costs	—		154		983		1,137
Relocation and other moving costs	307		62		193		562
Other restructuring costs ⁽¹⁾	808		761		5,436		7,005
Total pre-tax restructuring charges ⁽²⁾	$	3,364	$	4,565	$	8,171	$	16,100

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⁽¹⁾	For Energy Services, includes charges primarily related to downsizing the Company’s upstream operations in California, inclusive of wind-down costs, professional fees, fixed asset disposals and certain other restructuring charges.


⁽²⁾	Includes $1.4 million of corporate-related restructuring charges that have been allocated to the reportable segments.

2016 Restructuring costs related to severance, other termination benefit costs and early lease termination costs for the year ended December 31, 2016 were $9.1 million, and reported, along with similar charges for the 2014 Restructuring, on a separate line in the Consolidated Statements of Operations in accordance with FASB ASC 420, Exit or Disposal Cost Obligations.

The following tables summarize all charges related to the 2016 Restructuring recognized in 2016 as presented in their affected line in the Consolidated Statements of Operations (in thousands):



	Year Ended December 31, 2016
	Non-Cash Restructuring Charges		Cash Restructuring Charges ⁽¹⁾		Total
	Non-Cash Restructuring Charges		Cash Restructuring Charges ⁽¹⁾		Total
Cost of revenues ⁽²⁾	$	—	$	278	$	278
Operating expenses ⁽³⁾	516		5,962		6,478
Restructuring charges ⁽⁴⁾	—		9,095		9,095
Other expense ⁽⁵⁾	249		—		249
Total pre-tax restructuring charges	$	765	$	15,335	$	16,100

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⁽¹⁾	Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods.


⁽²⁾	All charges relate to Corrosion Protection.


⁽³⁾	Operating expense charges mainly include wind-down and legal fees associated with the restructuring. Includes charges of $0.6 million related to Infrastructure Solutions, $0.5 million related to Corrosion Protection and $5.4 million related to Energy Services.


⁽⁴⁾	Restructuring costs relate to severance, other termination benefit costs and early lease termination costs. Includes charges of $2.6 million related to Infrastructure Solutions, $3.8 million related to Corrosion Protection and $2.7 million related to Energy Services.


⁽⁵⁾	All charges relate to the release of cumulative currency translation adjustments in Infrastructure Solutions.

The following tables summarize the 2016 Restructuring activity during 2016 (in thousands):



	2016 Charge to Income		Utilized in 2016				Reserves at December 31, 2016
	2016 Charge to Income		Cash ⁽¹⁾		Non-Cash		Reserves at December 31, 2016
Severance and benefit related costs	$	7,396	$	6,751	$	—	$	645
Lease termination costs	1,137		1,012		—		125
Relocation and other moving costs	562		552		—		10
Other restructuring costs	7,005		6,120		765		120
Total pre-tax restructuring charges	$	16,100	$	14,435	$	765	$	900

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⁽¹⁾	Refers to cash utilized to settle charges during 2016.

2014 Restructuring

On October 6, 2014, the Company’s board of directors approved the 2014 Restructuring to improve gross margins and profitability over the long term by exiting low-return businesses and reducing the size and cost of the Company’s overhead structure.

The 2014 Restructuring generated annual operating cost savings of approximately $10.8 million, which was in-line with the Company’s estimate, and consisted of approximately $8.4 million and $2.4 million of recognized savings within Infrastructure Solutions and Corrosion Protection, respectively. The Company achieved these cost savings by (i) exiting certain unprofitable international locations for the Company’s CIPP business and consolidating the Company’s worldwide FRP business with the Company’s global CIPP business, all of which is in Infrastructure Solutions; and (ii) eliminating certain idle facilities in the Company’s pipe coating and insulation operation in Louisiana, which is in Corrosion Protection.

The Company has completed substantially all of the aforementioned objectives related to the 2014 Restructuring. Headcount reductions associated with the 2014 Restructuring totaled 86 as of December 31, 2016.

Total pre-tax 2014 Restructuring charges since inception were $60.3 million ($44.8 million after tax) and consisted of non-cash charges totaling $48.3 million and cash charges totaling $12.0 million. The non-cash charges of $48.3 million included (i) $22.2 million related to the impairment of certain long-lived assets and definite-lived intangible assets for Bayou’s pipe coating operation in Louisiana; and (ii) $26.1 million related to impairment of definite-lived intangible assets, allowances for accounts receivable, write-off of certain other current assets and long-lived assets, inventory obsolescence, as well as losses related to the sales of the Company’s CIPP contracting operations in France and Switzerland, which are reported in Infrastructure Solutions. Cash charges totaling $12.0 million included employee severance, retention, extension of benefits, employment assistance programs and other costs associated with the restructuring of Insituform’s European and Asia-Pacific operations and Fyfe’s worldwide business.

While estimated remaining cash costs to be incurred in 2017 for the 2014 Restructuring are not expected to be material, the Company expects to incur additional non-cash charges in 2017, primarily related to the potential release of cumulative currency translation adjustments resulting from the disposal of certain entities as well as the foreign currency impact from settlement of inter-company loans.

The Company recorded pre-tax expenses of $(0.2) million, $11.0 million and $49.5 million in 2016, 2015 and 2014, respectively, related to the 2014 Restructuring as follows (in thousands):



	Years Ended December 31,
	2016 ⁽¹⁾			2015 ⁽¹⁾		2014
	Total			Total		Infrastructure Solutions		Corrosion Protection		Total
Severance and benefit related costs	$	73		$	801	$	687	$	—	$	687
Lease termination costs	—			167		—		—		—
Allowances for doubtful accounts	(585		)	1,186		11,947		—		11,947
Inventory obsolescence	—			—		2,746		—		2,746
Fixed asset impairment	—			—		533		11,338		11,871
Other asset write-offs	—			1,880		5,013		10,896		15,909
Other restructuring costs ⁽²⁾	340			6,946		6,358		—		6,358
Total pre-tax restructuring charges	$	(172	)	$	10,980	$	27,284	$	22,234	$	49,518

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⁽¹⁾	All charges relate to Infrastructure Solutions.


⁽²⁾	Includes charges related to the losses on the sales of the CIPP contracting operations in France in February 2015 and Switzerland in December 2014, including the release of cumulative currency translation adjustments resulting from those sales. Also includes the write-off of certain other current assets and long-lived assets, professional fees and certain other restructuring charges.

Restructuring costs related to severance, other termination benefit costs and early lease termination costs for the years ended 2016, 2015 and 2014 were $0.1 million, $1.0 million and $0.7 million, respectively, and reported, along with similar charges for the 2016 Restructuring, on a separate line in the Consolidated Statements of Operations in accordance with FASB ASC 420, Exit or Disposal Cost Obligations.

The following table summarizes all 2014 Restructuring charges recognized in 2016, 2015 and 2014, as presented in their affected line in the Consolidated Statements of Operations:



	Year Ended December 31, 2016
	Other Non-Cash Restructuring Charges ⁽¹⁾			Cash Restructuring Charges (Reversals)⁽¹⁾		Total
Cost of revenues	$	—		$	55	$	55
Operating expenses	(465		)	165		(300		)
Restructuring charges	—			73		73
Total pre-tax restructuring charges ⁽²⁾	$	(465	)	$	293	$	(172	)

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⁽¹⁾	Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods.


⁽²⁾	All charges relate to Infrastructure Solutions.



	Year Ended December 31, 2015
	Other Non-Cash Restructuring Charges		Cash Restructuring Charges⁽¹⁾			Total
Cost of revenues	$	1,620	$	1,097		$	2,717
Operating expenses	25		4,362			4,387
Restructuring charges	—		968			968
Other expense ⁽²⁾	3,035		(127		)	2,908
Total pre-tax restructuring charges ⁽³⁾	$	4,680	$	6,300		$	10,980

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⁽¹⁾	Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods.


⁽²⁾	Non-cash charges are comprised solely of charges related to the loss on sale of the CIPP contracting operation in France, including the release of cumulative currency translation adjustments, write-off of certain other current assets and long-lived assets as well as the reversal of a legal accrual.


⁽³⁾	All charges relate to Infrastructure Solutions.



	Year Ended December 31, 2014
	Other Non-Cash Restructuring Charges ⁽²⁾		Cash Restructuring Charges⁽¹⁾		Total
Cost of revenues	$	14,610	$	1,076	$	15,686
Operating expenses	17,579		2,976		20,555
Definite-lived intangible asset impairment	10,896		—		10,896
Restructuring charges	—		687		687
Other expense ⁽³⁾	790		904		1,694
Total pre-tax restructuring charges	$	43,875	$	5,643	$	49,518

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⁽¹⁾	Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods.

⁽²⁾

Non-cash charges are comprised of Corrosion Protection charges of $10.9 million related to definite lived intangible asset impairment and $11.3 million related to fixed asset impairment; and Infrastructure Solutions charges of $21.7 million related to inventory obsolescence, impairment definite-lived intangible assets, allowances for accounts receivable, write-off of certain other current assets and long-lived assets, loss on the sale of the CIPP contracting operation in Switzerland, including the release of cumulative currency translation adjustments, as well as a legal accrual related to disputed work performed by our European and Asia-Pacific operations.

The following tables summarize the 2014 Restructuring activity during 2016 and 2015 (in thousands):



	Reserves at December 31, 2015		2016 Charge to Income			Foreign Currency Translation			Utilized in 2016				Reserves at December 31, 2016
	Reserves at December 31, 2015		2016 Charge to Income			Foreign Currency Translation			Cash⁽¹⁾		Non-Cash		Reserves at December 31, 2016
Severance and benefit related costs	$	—	$	73		$	—		$	73	$	—	$	—
Reserves for customer receivables ⁽²⁾	6,605		(585		)	(47		)	—		3,739		2,234
Other restructuring costs	968		340			(9		)	519		307		473
Total pre-tax restructuring charges	$	7,573	$	(172	)	$	(56	)	$	592	$	4,046	$	2,707

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⁽¹⁾	Refers to cash utilized to settle charges, either those reserved at December 31, 2015 or charged to income during 2016.


⁽²⁾	During the third quarter of 2016, the Company received payment on certain accounts receivable that were previously reserved. Additionally, the Company wrote off certain balances in costs and estimated earnings in excess of billings, along with the corresponding reserves, that were deemed fully uncollectible.



	Reserves at December 31, 2014		2015 Charge to Income		Foreign Currency Translation			Utilized in 2015				Reserves at December 31, 2015
	Reserves at December 31, 2014		2015 Charge to Income		Foreign Currency Translation			Cash⁽¹⁾		Non-Cash		Reserves at December 31, 2015
Severance and benefit related costs	$	466	$	801	$	(7	)	$	1,260	$	—	$	—
Lease termination expenses	—		167		(2		)	165		—		—
Reserves for customer receivables	11,464		1,186		(401		)	—		5,644		6,605
Other asset write-offs	—		1,880		—			—		1,880		—
Other restructuring costs	2,496		6,946		(87		)	4,828		3,559		968
Total pre-tax restructuring charges	$	14,426	$	10,980	$	(497	)	$	6,253	$	11,083	$	7,573

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⁽¹⁾	Refers to cash utilized to settle charges, either those reserved at December 31, 2014 or charged to income during 2015.