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Note 4 - Restructuring
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Restructuring, Impairment, and Other Activities Disclosure [Text Block]

4.    RESTRUCTURING

 

On July 28, 2017, the Company’s board of directors approved the Restructuring. As part of the 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 and 2019, the Company’s board of directors approved additional actions with respect to the 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, the Netherlands, Spain and Northern Ireland.

 

The Company completed the divestitures of Bayou and the Denmark CIPP business in 2018. The Company also completed the divestitures of the Netherlands CIPP business and its Tite Liner® joint venture in Mexico in 2019, as well as the shutdown of activities for the CIPP business in England. The Company completed the divestitures of CIPP operations in Australia and Spain in early 2020 (see Note 17). Remaining divestiture and shutdown activities include the sale of the Northern Ireland contracting operation and minor final dissolution activities in South America and South Africa, all of which is expected to be completed in the first half of 2020. Additionally, the exit of the Company’s cathodic protection installation activities in the Middle East is substantially complete, though management expects minimal wind-down activities will extend through the second quarter of 2020 related to a small number of projects remaining in backlog.

 

As part of efforts to optimize the cathodic protection operations in North America, management initiated plans during the fourth quarter of 2019 to further downsize operations in the U.S., including the closure of three branch offices and the exit of capital intensive drilling activities at four branch offices. These actions included a reduction of approximately 20% of the cathodic protection domestic workforce and an exit of drilling activities that contributed approximately 20% to our cathodic protection domestic revenues in 2019. Management expects these actions to improve our cathodic protection cost structure in the U.S., eliminate unprofitable results in certain parts of the business and reduce consolidated annual expenses for the business overall. Also during the fourth quarter of 2019, the Company reduced corporate headcount and took other actions to reduce corporate costs.

 

Total pre-tax restructuring and related impairment charges since the Restructuring’s inception were $171.9 million ($155.7 million post-tax) and consisted of cash charges totaling $45.3 million and non-cash charges totaling $126.6 million. Cash charges included employee severance, retention, extension of benefits, employment assistance programs, early lease and contract termination costs and other restructuring charges 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) $40.2 million related to allowances for accounts receivable, write-offs of inventory and long-lived assets, impairment of definite-lived intangible assets, release of cumulative currency translation adjustments as well as net losses on the disposal of both domestic and international entities. The Company reduced headcount by approximately 650 employees as a result of these actions.

 

The Company is substantially complete with respect to its restructuring efforts and expects to incur additional cash charges of between $2 million and $4 million. Also, the Company could incur additional non-cash charges primarily associated with the release of cumulative currency translation adjustments and losses on the closure or liquidation of international entities. 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 and Corporate to a lesser extent.

 

During 2019, 2018 and 2017, the Company recorded pre-tax restructuring charges as follows (in thousands):

 

   

Year Ended December 31, 2019

 
   

Infrastructure Solutions

   

Corrosion Protection

   

Energy Services

   

Corporate

   

Total

 

Severance and benefit related costs

  $ 938     $ 3,179     $ 553     $ 1,685     $ 6,355  

Contract termination costs

    601       1,089       234       98       2,022  

Relocation and other moving costs

    190       408       55             653  

Other restructuring costs (1)

    13,642       4,592       819       4,258       23,311  

Total pre-tax restructuring charges

  $ 15,371     $ 9,268     $ 1,661     $ 6,041     $ 32,341  

 

(1)

Includes charges primarily related to certain wind-down costs, inventory obsolescence, fixed asset disposals, release of cumulative currency translation adjustments and other restructuring-related costs in connection with exiting or divesting the CIPP operations in Europe and Australia, exiting the cathodic protection operations in the Middle East and right-sizing the cathodic protection services operation in North America.

 

   

Year Ended December 31, 2018

 
   

Infrastructure Solutions

   

Corrosion Protection

   

Energy Services

   

Corporate

   

Total

 

Severance and benefit related costs

  $ 3,038     $ 1,094     $ 234     $ 170     $ 4,536  

Contract termination costs

    1,999       25             150       2,174  

Relocation and other moving costs

    184                         184  

Other restructuring costs (1)

    13,311       7,936       28       1,317       22,592  
Total pre-tax restructuring charges   $ 18,532     $ 9,055     $ 262     $ 1,637     $ 29,486  

 

(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.

 

 
   

Year Ended December 31, 2017

 
   

Infrastructure Solutions

   

Corrosion Protection

   

Corporate

   

Total

 

Severance and benefit related costs

  $ 4,274     $ 2,442     $ 629     $ 7,345  

Contract termination costs

    4,545       775             5,320  

Relocation and other moving costs

    26       121             147  

Other restructuring costs (1)

    8,434       1,522       975       10,931  

Total pre-tax restructuring charges

  $ 17,279     $ 4,860     $ 1,604     $ 23,743  

 

(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.

 

Restructuring costs related to severance, other termination benefit costs and early lease and contract termination costs were $9.0 million, $6.9 million and $12.8 million in 2019, 2018 and 2017, respectively, and are reported on a separate line in the Consolidated Statements of Operations.

 

The following tables summarize restructuring charges recognized in 2019, 2018 and 2017 as presented in their affected line in the Consolidated Statements of Operations (in thousands):

 

   

Year Ended December 31, 2019

 
   

Infrastructure Solutions

   

Corrosion Protection

   

Energy Services

   

Corporate

   

Total (1)

 

Cost of revenues

  $ 469     $ 1,869     $     $     $ 2,338  

Operating expenses

    5,349       1,131       819       3,444       10,743  
Restructuring and related charges     1,729       4,676       842       1,783       9,030  

Other expense (2)

    7,824       1,592             814       10,230  

Total pre-tax restructuring charges

  $ 15,371     $ 9,268     $ 1,661     $ 6,041     $ 32,341  

 

(1)

Total pre-tax restructuring charges include cash charges of $19.5 million and non-cash charges of $12.8 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, 2018

 
   

Infrastructure Solutions

   

Corrosion Protection

   

Energy Services

   

Corporate

   

Total (1)

 

Cost of revenues

  $ 1,281     $ 600     $     $     $ 1,881  

Operating expenses

    7,291       4,547       28       1,317       13,183  

Goodwill impairment

    1,389                         1,389  

Definite-lived intangible asset impairment

    870       1,299                   2,169  

Restructuring and related charges

    5,221       1,119       234       320       6,894  

Other expense (2)

    2,480       1,490                   3,970  

Total pre-tax restructuring charges

  $ 18,532     $ 9,055     $ 262     $ 1,637     $ 29,486  

 

(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

   

Corporate

   

Total (1)

 

Cost of revenues

  $ 30     $ 15     $     $ 45  

Operating expenses

    8,404       1,507       973       10,884  

Restructuring and related charges

    8,845       3,338       631       12,814  

Total pre-tax restructuring charges

  $ 17,279     $ 4,860     $ 1,604     $ 23,743  

 

(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 restructuring activity during 2019, 2018 and 2017 (in thousands):

 

                           

Utilized in 2019

         
   

Reserves at December 31, 2018

   

2019 Charge to Income

   

Foreign Currency Translation

   

Cash(1)

   

Non-Cash

   

Reserves at December 31, 2019

 

Severance and benefit related costs

  $ 1,742     $ 6,355     $ (11 )   $ 3,697     $     $ 4,389  

Contract termination costs

    359       2,022       (20 )     1,408             953  

Relocation and other moving costs

          653       (3 )     283             367  

Other restructuring costs

    311       23,311       (4 )     8,457       12,782       2,379  

Total pre-tax restructuring charges

  $ 2,412     $ 32,341     $ (38 )   $ 13,845     $ 12,782     $ 8,088  

 

 

                           

Utilized in 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  

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  

 

 

           

Utilized in 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  

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  

 

(1)

Refers to cash utilized to settle charges during the year.