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.

During 2018, the Company’s board of directors approved additional actions with respect to the 2017 Restructuring, which included the decisions to: (i) divest the Australia and Denmark CIPP businesses; (ii) take actions to further optimize operations within North America, including measures to reduce consolidated operating costs; and (iii) divest or otherwise exit multiple additional international businesses, including: (a) the Company’s cathodic protection installation activities in the Middle East, including Corrpower International Limited, the Company’s cathodic protection materials manufacturing and production joint venture in Saudi Arabia; (b) United Pipeline de Mexico S.A. de C.V., the Company’s Tite Liner^® joint venture in Mexico; (c) the Company’s Tite Liner^® businesses in Brazil and Argentina; (d) Aegion South Africa Proprietary Limited, the Company’s Tite Liner^® and CIPP joint venture in the Republic of South Africa; and (e) the Company’s CIPP contract installation operations in England.

Total pre-tax 2017 Restructuring and related impairment charges since inception were $139.7 million ($125.9 million post-tax) and consisted of cash charges totaling $25.8 million and non-cash charges totaling $113.9 million. Cash charges included employee severance, retention, extension of benefits, employment assistance programs and other restructuring costs associated with the restructuring efforts described above. Non-cash charges included (i) $86.4 million related to goodwill and long-lived asset impairment charges recorded in 2017 as part of exiting the non-pipe FRP contracting market in North America, and (ii) $27.5 million related to allowances for accounts receivable, write-offs of inventory and long-lived assets, impairment of definite-lived intangible assets, as well as net losses on the disposal of both domestic and international entities. The Company reduced headcount by approximately 360 employees as a result of these actions.

The Company expects to incur additional cash and non-cash charges of $15 million to $19 million during 2019. The identified charges are primarily focused in the international operations of both Infrastructure Solutions and Corrosion Protection, but will also include certain charges in Energy Services to a lesser extent. The Company expects to reduce headcount by an additional 100 employees as a result of these further actions.

During 2018 and 2017, the Company recorded pre-tax expenses related to the 2017 Restructuring as follows (in thousands):



	Year Ended December 31, 2018
	Infrastructure Solutions		Corrosion Protection		Energy Services		Total
Severance and benefit related costs	$	3,124	$	1,178	$	234	$	4,536
Lease and contract termination costs	1,999		175		—		2,174
Relocation and other moving costs	184		—		—		184
Other restructuring costs ⁽¹⁾	14,036		8,400		156		22,592
Total pre-tax restructuring charges ⁽²⁾	$	19,343	$	9,753	$	390	$	29,486

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⁽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, divesting the CIPP operations in Australia and Denmark, and exiting the cathodic protection operations in the Middle East. Amounts also include goodwill and definite-lived intangible asset impairments related to Denmark and definite-lived intangible asset impairments related to the cathodic protection operations in the Middle East.


⁽²⁾	Includes $1.6 million of corporate-related restructuring charges that have been allocated to the reportable segments.



	Year Ended December 31, 2017
	Infrastructure Solutions		Corrosion Protection		Total
Severance and benefit related costs	$	4,587	$	2,758	$	7,345
Lease and contract termination costs	4,545		775		5,320
Relocation and other moving costs	26		121		147
Other restructuring costs ⁽¹⁾	8,668		2,263		10,931
Total pre-tax restructuring charges ⁽²⁾	$	17,826	$	5,917	$	23,743

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⁽¹⁾	Includes charges primarily related to exiting non-pipe-related applications for the Tyfo^® system in North America and right-sizing the cathodic protection services operation in Canada, inclusive of wind-down costs, professional fees, patent write offs, fixed asset disposals and certain other restructuring and related charges.


⁽²⁾	Includes $1.3 million of corporate-related restructuring charges 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 $6.9 million and $12.8 million in 2018 and 2017, respectively, and are reported on a separate line in the Consolidated Statements of Operations.

The following tables summarize charges related to the 2017 Restructuring recognized in 2018 and 2017 as presented in their affected line in the Consolidated Statements of Operations (in thousands):



	Year Ended December 31, 2018
	Infrastructure Solutions		Corrosion Protection		Energy Services		Total ⁽¹⁾
Cost of revenues	$	1,282	$	599	$	—	$	1,881
Operating expenses	7,976		5,187		156		13,319
Goodwill impairment	1,389		—		—		1,389
Definite-lived intangible asset impairment	910		1,124		—		2,034
Restructuring and related charges	5,306		1,354		234		6,894
Other expense ⁽²⁾	2,480		1,489		—		3,969
Total pre-tax restructuring charges	$	19,343	$	9,753	$	390	$	29,486

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⁽¹⁾	Total pre-tax restructuring charges include cash charges of $12.1 million and non-cash charges of $17.4 million. Cash charges consist of charges incurred during the year that will be settled in cash, either during the current period or future periods.


⁽²⁾	Includes charges related to the loss on disposal of restructured entities, including the release of cumulative currency translation adjustments resulting from those disposals.



	Year Ended December 31, 2017
	Infrastructure Solutions		Corrosion Protection		Total ⁽¹⁾
Cost of revenues	$	30	$	15	$	45
Operating expenses	8,636		2,248		10,884
Restructuring and related charges	9,160		3,654		12,814
Total pre-tax restructuring charges	$	17,826	$	5,917	$	23,743

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⁽¹⁾	Total pre-tax restructuring charges include cash charges of $13.6 million and non-cash charges of $10.1 million. Cash charges consist of charges incurred during the year that will be settled in cash, either during the current period or future periods.

The following tables summarize the 2017 Restructuring activity during 2018 and 2017 (in thousands):



	Reserves at December 31, 2017		2018 Charge to Income		Foreign Currency Translation			Utilized in 2018				Reserves at December 31, 2018
	Reserves at December 31, 2017		2018 Charge to Income		Foreign Currency Translation			Cash⁽¹⁾		Non-Cash		Reserves at December 31, 2018
Severance and benefit related costs	$	3,864	$	4,536	$	(69	)	$	6,589	$	—	$	1,742
Lease and contract termination costs	650		2,174		(19		)	2,446		—		359
Relocation and other moving costs	—		184		—			184		—		—
Other restructuring costs	675		22,592		(3		)	5,581		17,372		311
Total pre-tax restructuring charges	$	5,189	$	29,486	$	(91	)	$	14,800	$	17,372	$	2,412

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⁽¹⁾	Refers to cash utilized to settle charges during 2018.



	2017 Charge to Income		Utilized in 2017				Reserves at December 31, 2017
	2017 Charge to Income		Cash⁽¹⁾		Non-Cash		Reserves at December 31, 2017
Severance and benefit related costs	$	7,345	$	3,481	$	—	$	3,864
Lease and contract termination costs	5,320		2,706		1,964		650
Relocation and other moving costs	147		147		—		—
Other restructuring costs	10,931		2,140		8,116		675
Total pre-tax restructuring charges	$	23,743	$	8,474	$	10,080	$	5,189

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⁽¹⁾	Refers to cash utilized to settle charges during 2017.

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 2016, the Company completed its 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 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 post-tax) in connection with the 2016 Restructuring. These charges included employee severance, retention, extension of benefits, early lease termination 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 Infrastructure Solutions, Corrosion Protection and Energy Services reportable segments.

2016 Restructuring costs related to severance, other termination benefit costs and early lease termination costs were $9.1 million in 2016 and reported on a separate line in the Consolidated Statements of Operations.

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
	Infrastructure Solutions		Corrosion Protection		Energy Services		Total ⁽¹⁾
Cost of revenues	$	—	$	278	$	—	$	278
Operating expenses	559		483		5,436		6,478
Restructuring and related charges	2,557		3,803		2,735		9,095
Other expense	249		—		—		249
Total pre-tax charges	$	3,365	$	4,564	$	8,171	$	16,100

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⁽¹⁾	Total pre-tax restructuring charges include cash charges of $15.3 million and non-cash charges of $0.8 million for in 2016. Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods.

The following tables summarize the 2016 Restructuring activity during 2017 and 2016 (in thousands):



	Reserves at December 31, 2016		2017 Charge to Income		Utilized in 2017				Reserves at December 31, 2017
	Reserves at December 31, 2016		2017 Charge to Income		Cash ⁽¹⁾		Non-Cash		Reserves at December 31, 2017
Severance and benefit related costs	$	645	$	—	$	645	$	—	$	—
Lease termination costs	125		—		125		—		—
Relocation and other moving costs	10		—		10		—		—
Other restructuring costs	120		—		120		—		—
Total pre-tax restructuring charges	$	900	$	—	$	900	$	—	$	—

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⁽¹⁾	Refers to cash utilized to settle charges during 2017.



	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.