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Restructuring
9 Months Ended
Sep. 30, 2018
Restructuring and Related Activities [Abstract]  
Restructuring
RESTRUCTURING
2017 Restructuring
On July 28, 2017, the Company’s board of directors approved the 2017 Restructuring. As part of the 2017 Restructuring, the Company announced plans to: (i) divest Bayou; (ii) exit all non-pipe related contract applications for the Tyfo® system in North America; (iii) right-size the cathodic protection services operation in Canada and the CIPP businesses in Australia and Denmark; and (iv) reduce corporate and other operating costs. These decisions reflected the Company’s: (a) desire to reduce further its exposure in the North American upstream oil and gas markets; (b) assessment of its ability to drive sustainable, profitable growth in the non-pipe FRP contracting market in North America; and (c) assessment of continuing weak conditions in the Canadian oil and gas markets.
In May 2018 and July 2018, the Company’s board of directors approved subsequent actions to divest the Australia CIPP business and divest assets, where possible, from the Denmark CIPP business, respectively (see Note 5).
During the first nine months of 2018, total pre-tax 2017 Restructuring charges recorded were $15.6 million ($14.0 million post-tax) and consisted of employee severance, retention, extension of benefits, employment assistance programs, early lease and contract termination and other restructuring costs associated with the restructuring efforts described above. Total pre-tax 2017 Restructuring and related impairment charges since inception were $125.7 million ($115.6 million post-tax), including cash charges of $21.1 million and non-cash charges of $104.6 million, of which $86.4 million relates to goodwill and long-lived asset impairment charges recorded in 2017 as part of exiting the non-pipe FRP contracting market in North America. The Company reduced headcount by approximately 320 employees as a result of these actions.
Management expects total restructuring and impairment charges for actions approved on July 28, 2017, and including the subsequent actions for Australia and Denmark, to be approximately $130 million.
See Note 13 for additional restructuring activities approved by the Company’s board of directors on October 26, 2018.
During the quarter and nine months ended September 30, 2018 and 2017, the Company recorded pre-tax expenses related to the 2017 Restructuring as follows (in thousands):
 
Quarter Ended September 30, 2018
 
Quarter Ended September 30, 2017
 
Infrastructure
Solutions
 
Corrosion
Protection
 
Total
 
Infrastructure
Solutions
 
Corrosion
Protection
 
Total
Severance and benefit related costs
$
914

 
$
35

 
$
949

 
$
3,140

 
$
1,930

 
$
5,070

Lease and contract termination costs
215

 

 
215

 
250

 
90

 
340

Relocation and other moving costs
55

 

 
55

 

 
29

 
29

Other restructuring costs (1)
5,085

 
1,119

 
6,204

 
1,183

 
115

 
1,298

Total pre-tax restructuring charges (2)
$
6,269

 
$
1,154

 
$
7,423

 
$
4,573

 
$
2,164

 
$
6,737

__________________________
(1) 
Includes charges primarily related to certain wind-down costs, allowances for accounts receivable, fixed asset disposals and other restructuring-related costs in connection with exiting non-pipe-related contract applications for the Tyfo® system in North America and right-sizing the CIPP operations in Australia and Denmark. Amounts also include goodwill and definite-lived intangible asset impairments related to Denmark.
(2) 
Includes $0.3 million and $0.8 million of corporate-related restructuring charges in the third quarter of 2018 and 2017, respectively, that have been allocated to the Infrastructure Solutions and Corrosion Protection reportable segments.
 
Nine Months Ended September 30, 2018
 
Nine Months Ended September 30, 2017
 
Infrastructure
Solutions
 
Corrosion
Protection
 
Total
 
Infrastructure
Solutions
 
Corrosion
Protection
 
Total
Severance and benefit related costs
$
2,780

 
$
437

 
$
3,217

 
$
3,140

 
$
1,930

 
$
5,070

Lease and contract termination costs
1,052

 
150

 
1,202

 
250

 
90

 
340

Relocation and other moving costs
129

 

 
129

 

 
29

 
29

Other restructuring costs (1)
8,395

 
2,637

 
11,032

 
1,183

 
115

 
1,298

Total pre-tax restructuring charges (2)
$
12,356

 
$
3,224

 
$
15,580

 
$
4,573

 
$
2,164

 
$
6,737

__________________________
(1) 
Includes charges primarily related to certain wind-down costs, allowances for accounts receivable, fixed asset disposals and other restructuring-related costs in connection with exiting non-pipe-related contract applications for the Tyfo® system in North America and right-sizing the CIPP operations in Australia and Denmark. Amounts also include goodwill and definite-lived intangible asset impairments related to Denmark.
(2) 
Includes $0.9 million and $0.8 million of corporate-related restructuring charges in the first nine months of 2018 and 2017, respectively, that have been allocated to the Infrastructure Solutions and Corrosion Protection reportable segments.
2017 Restructuring costs related to severance, other termination benefit costs and early lease and contract termination costs were $1.2 million and $5.4 million for the quarters ended September 30, 2018 and 2017, respectively, and $4.5 million and $5.4 million for the nine months ended September 30, 2018 and 2017, respectively, and are reported on a separate line in the Consolidated Statements of Operations.
The following tables summarize all charges related to the 2017 Restructuring recognized in the quarter and nine month periods ended September 30, 2018 and 2017 as presented in their affected line in the Consolidated Statements of Operations (in thousands):
 
Quarter Ended September 30, 2018
 
Quarter Ended September 30, 2017
 
Infrastructure
Solutions
 
Corrosion
Protection
 
  Total (1)
 
Infrastructure
Solutions
 
Corrosion
Protection
 
  Total (2)
Cost of Revenues
$
138

 
$
567

 
$
705

 
$
30

 
$
15

 
$
45

Operating expenses
2,466

 
552

 
3,018

 
1,153

 
100

 
1,253

Goodwill impairment
1,389

 

 
1,389

 

 

 

Definite-lived intangible asset impairment
870

 

 
870

 

 

 

Restructuring and related charges
1,184

 
35

 
1,219

 
3,390

 
2,049

 
5,439

Other expense
222

 

 
222

 

 

 

Total pre-tax restructuring charges
$
6,269

 
$
1,154

 
$
7,423

 
$
4,573

 
$
2,164

 
$
6,737

__________________________
(1) 
Total pre-tax restructuring charges include cash charges of $2.3 million and non-cash charges of $5.1 million. Cash charges consist of charges incurred during the quarter that will be settled in cash, either during the current period or future periods.
(2) 
Total pre-tax restructuring charges include cash charges of $6.6 million and non-cash charges of $0.1 million. Cash charges consist of charges incurred during the quarter that will be settled in cash, either during the current period or future periods.

 
Nine Months Ended September 30, 2018
 
Nine Months Ended September 30, 2017
 
Infrastructure
Solutions
 
Corrosion
Protection
 
  Total (1)
 
Infrastructure
Solutions
 
Corrosion
Protection
 
  Total (2)
Cost of Revenues
$
138

 
$
567

 
$
705

 
$
30

 
$
15

 
$
45

Operating expenses
5,776

 
2,070

 
7,846

 
1,153

 
100

 
1,253

Goodwill impairment
1,389

 

 
1,389

 

 

 

Definite-lived intangible asset impairment
870

 

 
870

 

 

 

Restructuring and related charges
3,961

 
587

 
4,548

 
3,390

 
2,049

 
5,439

Other expense
222

 

 
222

 

 

 

Total pre-tax restructuring charges
$
12,356

 
$
3,224

 
$
15,580

 
$
4,573

 
$
2,164

 
$
6,737

__________________________
(1) 
Total pre-tax restructuring charges include cash charges of $7.4 million and non-cash charges of $8.2 million. Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods.
(2) 
Total pre-tax restructuring charges include cash charges of $6.6 million and non-cash charges of $0.1 million. Cash charges consist of charges incurred during the quarter that will be settled in cash, either during the current period or future periods.

The following tables summarize the 2017 Restructuring activity during the first nine months of 2018 and 2017 (in thousands):
 
Reserves at
December 31,
2017
 
2018
Charge to
Income
 
Foreign Currency Translation
 
Utilized in 2018
 
Reserves at
September 30,
2018
 
 
 
 
Cash(1)
 
Non-Cash
 
Severance and benefit related costs
$
3,864

 
$
3,217

 
$
(30
)
 
$
4,754

 
$

 
$
2,297

Lease and contract termination costs
650

 
1,202

 
(4
)
 
1,337

 

 
511

Relocation and other moving costs

 
129

 

 
129

 

 

Other restructuring costs
675

 
11,032

 

 
3,204

 
8,150

 
353

Total pre-tax restructuring charges
$
5,189

 
$
15,580

 
$
(34
)
 
$
9,424

 
$
8,150

 
$
3,161

__________________________
(1) 
Refers to cash utilized to settle charges during the first nine months of 2018.
 
2017
Charge to
Income
 
Utilized in 2017
 
Reserves at
September 30,
2017
 
 
Cash(1)
 
Non-Cash
 
Severance and benefit related costs
$
5,070

 
$
1,639

 
$

 
$
3,431

Lease and contract termination costs
340

 
264

 

 
76

Relocation and other moving costs
29

 
29

 

 

Other restructuring costs
1,298

 
521

 
77

 
700

Total pre-tax restructuring charges
$
6,737

 
$
2,453

 
$
77

 
$
4,207

__________________________
(1) 
Refers to cash utilized to settle charges during the first nine months of 2017.