-
Adjusted (non-GAAP) 2015 full year earnings were $1.28 per diluted
share from continuing operations compared to adjusted earnings of
$1.37 per diluted share in 2014. On a GAAP basis, the 2015 loss was
$0.22 per diluted share from continuing operations compared to a loss
of $0.88 per diluted share in 2014.
-
Adjusted (non-GAAP) 2015 fourth quarter earnings per diluted share
from continuing operations were $0.36 compared to adjusted earnings of
$0.48 per diluted share in the fourth quarter of 2014. On a GAAP
basis, the fourth quarter 2015 loss was $0.91 per diluted share
compared to a loss of $0.90 per diluted share in the prior year
quarter.
-
Consolidated cash and cash equivalents at December 31, 2015 were a
record $211.7 million, a $36.7 million increase from December 31,
2014. Cash flow from operating activities for the year ended December
31, 2015 was $132.0 million, a $51.2 million increase over the prior
year.
-
Consolidated contract backlog at December 31, 2015 was $776.6 million,
a 2.4 percent increase from December 31, 2014.
-
Strengthening of the Unites States dollar against various
international currencies caused a negative reporting translation,
which impacted consolidated revenues by $51.8 million and after-tax
operating income by $4.2 million, or $0.12 per diluted share, compared
to 2014.
Aegion Corporation (Nasdaq Global Select Market: AEGN) today reported
financial results from continuing operations for the full year and
fourth quarter 2015. For the full year 2015, GAAP loss from continuing
operations was $8.1 million, or $0.22 per diluted share, compared to a
loss of $33.3 million, or $0.88 per diluted share in 2014. The losses in
2014 and 2015 were the result of expenses and charges associated with
Aegion’s strategic realignment and restructuring plan announced in
October 2014 (the “2014 Restructuring”) and the restructuring plan
announced in January 2016 (the “2016 Restructuring”). 2015 adjusted
earnings were $47.2 million, or $1.28 per diluted share, compared to
$52.2 million, or $1.37 per diluted share, in 2014.
For the fourth quarter of 2015, the reported GAAP loss was $32.9
million, or $0.91 per diluted share, compared to loss of $33.7 million,
or $0.90 per diluted share, in the prior year. Adjusted earnings from
continuing operations were $13.2 million, or $0.36 per diluted share,
compared to $18.2 million, or $0.48 per diluted share, for the fourth
quarter of 2014.
Adjusted full year and fourth quarter earnings in 2015 and 2014 are
defined as GAAP results excluding (where appropriate) restructuring
charges, impact from losses on divestitures, long-lived asset and
goodwill impairment, acquisition-related expenses, credit facility fees,
litigation settlement, reserves for long-dated accounts receivable, and
an escrow settlement related to the July 1, 2013 Brinderson acquisition.
Charles R. Gordon, Aegion’s President and Chief Executive Officer,
commented, “Aegion successfully managed through the impact from a steep
decline in oil prices and a sharp rise of the U.S. dollar in 2015 to
deliver solid earnings, a strong balance sheet and record operating cash
flows. We took advantage of favorable end markets within Infrastructure
Solutions, Energy Services’ downstream business and portions of the
midstream pipeline market for Corrosion Protection while realizing the
benefits from the 2014 Restructuring.
“In 2016, we expect to benefit from another year of stable market
conditions across many of the Company’s end markets. In addition, given
our estimation for a prolonged and challenging energy market, we have
reduced our exposure in certain North American high cost extraction oil
regions and are lowering annual operating costs by approximately $15
million. Despite the difficult energy environment, we expect 2016
adjusted earnings per share to be in line with the result achieved in
2015. Our outlook includes an anticipated contribution in the fourth
quarter from a significant multi-year pipe coating and insulation
contract.
“Looking forward, we are pursuing strategic initiatives to expand our
presence in the rehabilitation of pressure pipelines, invest in new
tools and process to expand our capabilities in midstream pipelines and
add higher margin services to broaden our portfolio of solutions for
customers. The recently completed acquisition of Underground Solutions
underscores our progress in the pressure pipe market. In 2016, we also
are launching a company-wide continuous improvement initiative to
enhance productivity and are investing to further enhance our sales
efforts to accelerate organic growth. We remain confident these are the
right actions to achieve long term and sustainable growth.”
|
|
|
|
CONTRACT BACKLOG
|
(Unaudited, in millions)
|
|
The following table sets forth consolidated backlog by segment (in
millions):
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
Infrastructure Solutions (1)
|
|
|
$
|
311.2
|
|
|
|
$
|
337.5
|
|
|
|
$
|
329.9
|
Corrosion Protection
|
|
|
272.5
|
|
|
|
176.0
|
|
|
|
160.8
|
Energy Services (2) (3)
|
|
|
192.8
|
|
|
|
244.5
|
|
|
|
268.3
|
Total backlog
|
|
|
$
|
776.5
|
|
|
|
$
|
758.0
|
|
|
|
$
|
759.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
December 31, 2015, 2014 and 2013 included backlog from restructured
entities of $0.8 million, $3.7 million and $19.2 million,
respectively.
|
|
(2)
|
December 31, 2015, 2014 and 2013 included upstream-related backlog
of $41.1 million, $96.5 million and $109.1 million, respectively.
|
|
(3)
|
Represents expected unrecognized revenues to be realized under
long-term Master Service Agreements and other signed contracts. If
the remaining term of these arrangements exceeds 12 months, the
unrecognized revenues attributable to such arrangements included
in backlog are limited to only the next 12 months of expected
revenues.
|
|
|
Consolidated contract backlog at December 31, 2015 increased 2.4 percent
to $776.5 million compared to December 31, 2014. The backlog comparison
includes an $11.1 million adverse impact from currency translation as a
result of the strength of the United States dollar in 2015 and a
significant reduction in upstream backlog for Energy Services and
Corrosion Protection related to the current oil and gas market
environment and the Company’s response through the previously announced
strategic actions.
Infrastructure Solutions’ backlog declined 7.8 percent to $311.2 million
at December 31, 2015 compared to December 31, 2014 as a result of three
primary factors. The combination of adverse currency translation
effects, coupled with the exit from certain international markets,
accounted for $9.9 million, or 38 percent of the decline. In addition, a
large pressure pipe rehabilitation project for the nuclear industry was
in contract backlog at December 31, 2014 and was fully performed in
2015, which accounted for the remainder of the decrease year-over-year.
Corrosion Protection backlog increased 54.8 percent to $272.5 million at
December 31, 2015 compared to December 31, 2014 because of the Company's
execution of an offshore, deepwater pipe coating and insulation
contract, which is valued at over $130 million, during the fourth
quarter of 2015. The Company’s sale of its 51 percent stake in Bayou
Perma-Pipe Canada, Ltd, further reductions in capital and maintenance
expenditures by upstream customers and, to a lessor extent, for certain
midstream customers, partially offset the increase in reported backlog.
There was a $4.9 million adverse currency translation impact due to the
strength of the United States dollar.
Energy Services backlog declined 21.1 percent to $192.8 million at
December 31, 2015 compared to December 31, 2014 as a result of a
significant decline in upstream backlog associated with the non-renewal
in late 2015 of two long-term upstream maintenance contracts in Central
California. Downstream backlog increased low single digits to remain at
record levels as market conditions continue to be favorable.
Aegion Realignment and Restructuring
2016 Restructuring
On January 4, 2016, Aegion announced a restructuring plan to reposition
Energy Services’ upstream operations in California, right-size the
Corrosion Protection platform to compete more effectively in the energy
markets and reduce corporate and other operating expenses. These actions
were in response to the dramatic decline in oil prices and the Company’s
assessment that the current low price environment would persist for the
foreseeable future. Management intends to complete the cost reductions
and record the majority of the estimated $7 to $9 million in pre-tax
charges, most of which are cash charges, during the first quarter of
2016. The pre-tax charges relate to employee severance, extension of
benefits, employment assistance programs, early lease termination and
other non-cash costs associated with the restructuring. In addition to
the actions taken to mitigate the upstream exposure, the restructuring
initiative is expected to reduce consolidated annual operating expenses
by approximately $15 million, most of which is to be realized in 2016.
2014 Restructuring
On October 6, 2014, Aegion announced a realignment and restructuring
plan to exit low-return CIPP contracting markets within Infrastructure
Solutions, right-size Corrosion Protection’s Bayou pipe coating facility
in Louisiana and reduce the size of the Company’s overhead structure for
the purpose of improving gross margins and profitability over the long
term. In 2014, pre-tax charges were $49.5 million ($36.2 million
after-tax, or $0.95 per diluted share). On a pre-tax basis, non-cash and
cash charges were $43.8 million and $5.7 million, respectively. In 2015,
the Company recorded pre-tax charges of $11.0 million ($8.7 million
after-tax), or $0.24 per diluted share, related to the loss on the sale
of Insituform’s contracting businesses in France and Switzerland,
severance, retention and other cash items related to the shutdown of
contracting operations in Hong Kong, Singapore and Malaysia and the
combination of the Fyfe/Fibrwrap business with Insituform. There was a
modest pre-tax charge of $0.3 million in the fourth quarter of 2015
related to trailing costs primarily associated with the shutdown of
Insituform’s contracting operation in Hong Kong. On a pre-tax basis,
non-cash and cash charges in 2015 were $4.7 million and $6.3 million,
respectively. The 2014 Restructuring achieved its objective of
generating pre-tax savings of $10.8 million, or $0.20 per diluted share,
which was fully realized in 2015.
Consolidated Highlights
Fourth Quarter 2015 versus Fourth Quarter 2014
The
Company reports its results on a GAAP and adjusted (non-GAAP) basis.
Adjusted measures exclude certain pre-tax charges and are reconciled to
the most directly comparable GAAP measures in this release.
Consolidated revenues declined $21.5 million, or 6.1 percent, to $330.7
million. The strength of the United States dollar resulted in a $14.9
million negative impact to consolidated revenues. Additionally, the
Company’s October 2014 decision to exit several international contract
installation markets in Infrastructure Solutions accounted for $6.3
million of the negative variance. The 2014 Restructuring and the
negative currency translation impact were the primary reasons for the
$9.9 million, or 6.8 percent, revenue decline to $135.1 million for
Infrastructure Solutions. Excluding the currency translation impact, the
North America water and wastewater business benefited from favorable
weather and a healthy backlog position to match the equally strong
performance in the prior year quarter. Revenues for Fyfe/Fibrwrap were
primarily due to the completion of several larger projects in the prior
year quarter. Revenues for Corrosion Protection declined $18.6 million,
or 14.6 percent, to $108.8 million. Currency translation accounted for
$9.8 million of the variance with the remainder the result of market
challenges in the upstream market and deferral of certain projects in
the North America midstream market. Energy Services grew revenues $7.0
million, or 8.8 percent, to $86.9 million because of continued strong
performance in the West Coast downstream refining market, which more
than offset the expected revenue decline in the challenging Central
California upstream market.
Consolidated adjusted gross profit decreased $16.3 million, or 19.5
percent, to $67.5 million. Infrastructure Solutions’ adjusted gross
profit declined 16.5 percent to $33.9 million and adjusted gross margins
declined 290 basis points to 25.1 percent. Gross margins for the North
American water and wastewater business were 24.8 percent, in line with
the strong results in the prior year. The reasons for the margin
percentage decline were weak economic conditions in the European
contracting business, the exit of certain international contracting
markets in 2015 and the successful close out of several large,
high-margin, projects for Fyfe/Fibrwrap in the prior year. Corrosion
Protection adjusted gross profit declined 29.0 percent to $22.9 million
and adjusted gross margins contracted 430 basis points to 21.1 percent.
Two factors accounted for the decline in adjusted gross profit. First,
there was a significant reduction in higher margin activity because of
the dramatic drop in oil prices, which resulted in, among other things,
a mix shift to lower margin construction activity for the cathodic
protection business in the midstream market. Second, we experienced
project deferrals across the platform. Gross profit for Energy Services
declined 2.4 percent to $10.7 million and gross margins declined 140
basis points to 12.3 percent as strong performance in the downstream
market was offset by the impact of low oil prices on the North America
upstream market. Foreign currency translation adversely impacted
Infrastructure Solutions and Corrosion Protection gross profit by
approximately $0.9 million and $1.8 million, respectively.
Consolidated adjusted operating expenses declined $9.4 million, or 17.0
percent, to $45.7 million. As a percent of revenues, the consolidated
operating expense ratio declined 180 basis points to 13.8 percent.
Adjusted operating expenses for Infrastructure Solutions decreased 24.8
percent to $18.6 million as a result of savings from the 2014
Restructuring and further cost containment efforts, primarily in North
America. Adjusted operating expenses for Corrosion Protection declined
9.3 percent to $20.2 million because of cost reduction efforts to
address current market conditions. Energy Services’ adjusted operating
expense decreased 14.9 percent to $6.9 million because of similar cost
reduction efforts in light of the challenging upstream market
environment.
Consolidated adjusted operating income declined 24.1 percent to $21.8
million. Infrastructure Solutions’ adjusted operating income declined
3.5 percent to $15.3 million despite continued strong performance in the
North American water and wastewater business. Excluding the exit from
certain international water and wastewater contract installation
markets, adjusted operating income increased by 1.0 percent due to
strong performance in the North American water and wastewater business
and cost containment efforts. Corrosion Protection’s adjusted operating
income declined $7.3 million to $2.7 million because of challenging
conditions in the North American upstream market as well as some project
deferrals and a mix shift to lower margin construction services in the
North American midstream market. Based on strong downstream performance
and reduction in operating expenses, adjusted operating income for
Energy Services increased $0.9 million to $3.8 million. Adjusted
operating margins for Infrastructure Solutions, Corrosion Protection and
Energy Services were 11.3 percent, 2.5 percent and 4.4 percent,
respectively. Foreign currency translation negatively impacted adjusted
operating income by $1.7 million, which mostly affected Corrosion
Protection and to a lessor extent Infrastructure Solutions.
The adjusted effective tax rate increased by 400 basis points to 28.3
percent because of a higher proportion of earnings in higher tax
jurisdictions, primarily the United States. On a GAAP basis, the
effective tax rate was 6.8 percent compared to 19.8 percent in 2014. The
effective tax rate in 2015 was unfavorably impacted by significant
pre-tax charges, primarily related to goodwill impairment, which are not
deductible for tax purposes, United States income and foreign
withholding taxes on the repatriation of foreign earnings, and the
impact of establishing valuation allowances on deferred tax assets in
jurisdictions where we are unlikely to recognize these benefits.
Cash Flow
Net cash flow provided by continuing operations was $132.0 million in
2015 compared to $81.9 million provided in 2014. Net changes in working
capital was a $35.5 million source of cash compared to a $17.9 million
use of cash in the prior year. There was an increase in accounts payable
from strong business volume, while receivables were down significantly
as a result of a concerted effort to instill greater billing and
collection discipline across the Company. Days sales outstanding on
receivables decreased approximately 15 days from the prior year period.
Additionally, several large deposits related to pipe coating projects
were received during 2015, which accounted for a portion of the decrease
in days sales outstanding.
Net cash flow used by investing activities was $39.1 million in 2015
compared to $23.2 million used in 2014. The Company used $6.7 million,
net of cash acquired, for the acquisition of Schultz Mechanical
Contractors, Inc. in early 2015. Capital expenditures were $29.5 million
in 2015 compared to $32.9 million in the prior year. Capital
expenditures were lower in 2015 as a result of management efforts to
control spending in response to challenging market conditions in the
energy sector. In the first quarter 2014, the Company received proceeds
of $9.1 million for the sale of the Company’s 49 percent interest in
Bayou Coating, L.L.C., following the majority partner’s exercise of its
buy-out right.
Net cash flows from financing activities used $50.2 million in 2015
compared to $34.6 million used in the prior year. During 2015, the
Company used cash of $25.3 million to repurchase approximately 1.5
million shares of Company common stock through open market purchases and
in connection with the Company’s equity compensation programs. The
Company also made net payments of $24.0 million related to long-term
debt, including $4.4 million in fees associated with the refinancing of
its $650 million credit facility in October 2015. During 2014, the
Company used net cash of $22.5 million to repurchase stock and $11.5
million to pay down the principal balance on its long-term debt.
Net cash flow for 2015 was an inflow of $36.7 million, which included a
$6.0 million negative impact from currency exchange rate changes. This
compares to a cash inflow of $16.9 million in 2014.
Other Items Affecting Fourth Quarter 2015
Earnings
In the fourth quarter of 2015, the Company conducted its annual review
of goodwill and determined an impairment charge was required for
Corrosion Protection’s CRTS business due to expectations for reduced
shallow water offshore pipeline installation activity for its interior
pipe weld inspection and coating services. As a result of contract
losses in the Central California upstream energy market and the
Company’s decision to reduce Aegion’s exposure in the upstream market,
the Company conducted a separate review of goodwill for the Energy
Services reporting unit and concluded an impairment was also necessary.
Pre-tax, non-cash charges of $43.5 million ($35.7 million post-tax)
related to the impairment of goodwill for these two businesses was
recorded during the fourth quarter of 2015.
The Company recently reached a tentative settlement with an
Infrastructure Solutions’ customer to forgo its accounts receivable
claim and pay $2.8 million (inclusive of legal fees) to settle a
long-term legal dispute. The $2.8 million litigation settlement amount
was recorded in Infrastructure Solutions’ fourth quarter operating
expense.
The Company recorded a $2.9 million pre-tax reserve related to certain
long-dated accounts receivable related to its Mexican operation, which
has been deemed uncollectible due primarily to multiple reorganizations
by the customer. The reserve was included in the reported fourth quarter
operating expense for Corrosion Protection.
The Company recognized in “Other Income (expense)” a loss totaling $0.8
million on the February 2016 sale of its 51 percent stake in Bayou
Perma-Pipe Canada, Ltd. (“BPPC”) and the sale of the Fyfe Peru business
entity. There was a USD $0.6 million loss on the sale of BPPC as a
result of the foreign currency translation of Company’s share of
recorded book value in the joint venture compared to the sale price of
USD $9.6 million.
In October 2015, the Company refinanced its $650 million credit
facility, which resulted in a $3.4 million charge to interest expense
for third-party arranging fees, up-front lending fees and acceleration
of unamortized fees from the prior credit facility.
The Company incurred acquisition-related expenses of $1.1 million within
Infrastructure Solutions, primarily with respect to the purchase of
Underground Solutions, Inc. and the pending acquisition of Fyfe Europe’s
operations.
About Aegion
Aegion Corporation is a global leader in infrastructure protection
and maintenance, providing proprietary technologies and services: (i) to
protect against the corrosion of industrial pipelines; (ii) to
rehabilitate and strengthen water, wastewater, energy and mining piping
systems and buildings, bridges, tunnels and waterfront structures; and
(iii) to utilize integrated professional services in engineering,
procurement, construction, maintenance and turnaround services for a
broad range of energy related industries. Aegion’s business
activities include manufacturing, distribution, maintenance,
construction, installation, coating and insulation, cathodic protection,
research and development and licensing. More information about
Aegion can be found on our internet site at www.aegion.com.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe
harbor” for forward-looking statements. Aegion’s forward-looking
statements in this news release represent its beliefs or expectations
about future events or financial performance. These forward-looking
statements are based on information currently available to Aegion and on
management’s beliefs, assumptions, estimates or projections and are not
guarantees of future events or results. When used in this document, the
words “anticipate,” “estimate,” “believe,” “plan,” “intend, “may,”
“will” and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying such
statements. Such statements are subject to known and unknown risks,
uncertainties and assumptions, including those referred to in the “Risk
Factors” section of Aegion’s Annual Report on Form 10-K for the year
ended December 31, 2015, as filed with the Securities and Exchange
Commission on February 29, 2016, and in subsequently filed documents. In
light of these risks, uncertainties and assumptions, the forward-looking
events may not occur. In addition, Aegion’s actual results may vary
materially from those anticipated, estimated, suggested or projected.
Except as required by law, Aegion does not assume a duty to update
forward-looking statements, whether as a result of new information,
future events or otherwise. Investors should, however, review additional
disclosures made by Aegion from time to time in Aegion’s filings with
the Securities and Exchange Commission. Please use caution and do not
place reliance on forward-looking statements. All forward-looking
statements made by Aegion in this news release are qualified by these
cautionary statements.
About Non-GAAP Financial Measures
Aegion has presented certain information in this release excluding
certain items that impacted income, expense and earnings per share from
continuing operations. The adjusted earnings per share in the fourth
quarter and year ended December 31, 2015 exclude certain charges related
to the 2014 Restructuring, the impairment of goodwill, refinancing
costs, litigation settlement, acquisition-related expenses and reserves
for certain long-dated accounts receivable. The adjusted earnings per
share in the fourth quarter and year ended December 31, 2014 exclude
certain charges related to the 2014 Restructuring Plan, the impairment
of goodwill, the write-down of long-lived assets, the impairment of
definite-lived intangible assets, acquisition-related expenses, reserves
for certain long-dated accounts receivable, the Brinderson escrow
settlement and the loss on sale of the Company’s 49 percent interest in
Bayou Coating, L.L.C. and losses from discontinued operations.
Aegion management uses such non-GAAP information internally to evaluate
financial performance for Aegion’s operations because Aegion’s
management believes such non-GAAP information allows management to more
accurately compare Aegion’s ongoing performance across periods. As such,
Aegion’s management believes that providing non-GAAP financial
information to Aegion’s investors is useful because it allows investors
to evaluate Aegion’s performance using the same methodology and
information used by Aegion management.
Aegion®, the Aegion® logo, Insituform®,
Fibrwrap®, Fyfe®, Brinderson® and
Underground Solutions® are registered trademarks of Aegion
Corporation and its affiliates.
(AEGN-ER)
|
|
|
|
|
|
|
AEGION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except share and per share information)
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended
December 31,
|
|
|
For the Years Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
|
|
2015
|
|
|
2014
|
Revenues
|
|
|
$
|
330,713
|
|
|
|
$
|
352,181
|
|
|
|
$
|
1,333,570
|
|
|
|
$
|
1,331,421
|
|
Cost of revenues
|
|
|
263,290
|
|
|
|
269,118
|
|
|
|
1,057,783
|
|
|
|
1,051,438
|
|
Gross profit
|
|
|
67,423
|
|
|
|
83,063
|
|
|
|
275,787
|
|
|
|
279,983
|
|
Operating expenses
|
|
|
51,513
|
|
|
|
64,439
|
|
|
|
209,477
|
|
|
|
234,105
|
|
Goodwill impairment
|
|
|
43,484
|
|
|
|
51,512
|
|
|
|
43,484
|
|
|
|
51,512
|
|
Definite-lived intangible asset impairment
|
|
|
—
|
|
|
|
1,220
|
|
|
|
—
|
|
|
|
12,116
|
|
Acquisition-related expenses
|
|
|
1,132
|
|
|
|
836
|
|
|
|
1,912
|
|
|
|
1,375
|
|
Restructuring charges
|
|
|
(66
|
)
|
|
|
687
|
|
|
|
968
|
|
|
|
687
|
|
Operating income (loss)
|
|
|
(28,640
|
)
|
|
|
(35,631
|
)
|
|
|
19,946
|
|
|
|
(19,812
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(6,679
|
)
|
|
|
(3,250
|
)
|
|
|
(16,044
|
)
|
|
|
(12,943
|
)
|
Interest income
|
|
|
(11
|
)
|
|
|
154
|
|
|
|
218
|
|
|
|
633
|
|
Other
|
|
|
(545
|
)
|
|
|
(2,023
|
)
|
|
|
(2,905
|
)
|
|
|
(3,853
|
)
|
Total other expense
|
|
|
(7,235
|
)
|
|
|
(5,119
|
)
|
|
|
(18,731
|
)
|
|
|
(16,163
|
)
|
Income (loss) before taxes on income
|
|
|
(35,875
|
)
|
|
|
(40,750
|
)
|
|
|
1,215
|
|
|
|
(35,975
|
)
|
Taxes (benefit) on income (loss)
|
|
|
(2,442
|
)
|
|
|
(8,057
|
)
|
|
|
9,205
|
|
|
|
(3,840
|
)
|
Loss before equity in earnings of affiliated companies
|
|
|
(33,433
|
)
|
|
|
(32,693
|
)
|
|
|
(7,990
|
)
|
|
|
(32,135
|
)
|
Equity (loss) in earnings of affiliated companies
|
|
|
—
|
|
|
|
(107
|
)
|
|
|
—
|
|
|
|
570
|
|
Loss from continuing operations
|
|
|
(33,433
|
)
|
|
|
(32,800
|
)
|
|
|
(7,990
|
)
|
|
|
(31,565
|
)
|
Loss from discontinued operations
|
|
|
—
|
|
|
|
(3,221
|
)
|
|
|
—
|
|
|
|
(3,847
|
)
|
Net loss
|
|
|
(33,433
|
)
|
|
|
(36,021
|
)
|
|
|
(7,990
|
)
|
|
|
(35,412
|
)
|
Non-controlling interests
|
|
|
573
|
|
|
|
(875
|
)
|
|
|
(77
|
)
|
|
|
(1,755
|
)
|
Net loss attributable to Aegion Corporation
|
|
|
$
|
(32,860
|
)
|
|
|
$
|
(36,896
|
)
|
|
|
$
|
(8,067
|
)
|
|
|
$
|
(37,167
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share attributable to Aegion Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
$
|
(0.91
|
)
|
|
|
$
|
(0.90
|
)
|
|
|
$
|
(0.22
|
)
|
|
|
$
|
(0.88
|
)
|
Loss from discontinued operations
|
|
|
—
|
|
|
|
(0.09
|
)
|
|
|
—
|
|
|
|
(0.10
|
)
|
Net loss
|
|
|
$
|
(0.91
|
)
|
|
|
$
|
(0.99
|
)
|
|
|
$
|
(0.22
|
)
|
|
|
$
|
(0.98
|
)
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
$
|
(0.91
|
)
|
|
|
$
|
(0.90
|
)
|
|
|
$
|
(0.22
|
)
|
|
|
$
|
(0.88
|
)
|
Loss from discontinued operations
|
|
|
—
|
|
|
|
(0.09
|
)
|
|
|
—
|
|
|
|
(0.10
|
)
|
Net loss
|
|
|
$
|
(0.91
|
)
|
|
|
$
|
(0.99
|
)
|
|
|
$
|
(0.22
|
)
|
|
|
$
|
(0.98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - Basic
|
|
|
36,209,836
|
|
|
|
37,351,846
|
|
|
|
36,554,437
|
|
|
|
37,651,492
|
|
Weighted average shares outstanding - Diluted
|
|
|
36,209,836
|
|
|
|
37,351,846
|
|
|
|
36,554,437
|
|
|
|
37,651,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AEGION CORPORATION AND SUBSIDIARIES
STATEMENT OF OPERATIONS RECONCILIATION
(Unaudited) (Non-GAAP)
(in thousands, except share and per share information)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported (GAAP)
|
|
2014 Restructuring
|
|
Goodwill
Impairment
|
|
Credit Facility Fees
|
|
Acquisition-
Related
Expenses
|
|
Divestiture
Activity
|
|
Litigation Settlement
|
|
Reserves for
Long-Dated
Accounts
Receivable
|
|
As Adjusted (Non- GAAP)
|
|
|
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
(6)
|
|
(7)
|
|
Affected Line Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
$
|
263,290
|
|
|
$
|
(74
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
263,216
|
|
Gross profit
|
|
|
67,423
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,497
|
|
Operating expenses
|
|
|
51,513
|
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,771
|
)
|
|
(2,883
|
)
|
|
45,662
|
|
Goodwill impairment
|
|
|
43,484
|
|
|
—
|
|
|
(43,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquisition-related expenses
|
|
|
1,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,132
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Restructuring charges
|
|
|
(66
|
)
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating income (loss)
|
|
|
(28,640
|
)
|
|
205
|
|
|
43,484
|
|
|
—
|
|
|
1,132
|
|
|
—
|
|
|
2,771
|
|
|
2,883
|
|
|
21,835
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(6,679
|
)
|
|
14
|
|
|
—
|
|
|
3,377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,288
|
)
|
Other
|
|
|
(545
|
)
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
801
|
|
|
—
|
|
|
—
|
|
|
288
|
|
Income (loss) before taxes on income
|
|
|
(35,875
|
)
|
|
251
|
|
|
43,484
|
|
|
3,377
|
|
|
1,132
|
|
|
801
|
|
|
2,771
|
|
|
2,883
|
|
|
18,824
|
|
Taxes (benefit) on income (loss)
|
|
|
(2,442
|
)
|
|
351
|
|
|
7,773
|
|
|
1,354
|
|
|
(3,058
|
)
|
|
(626
|
)
|
|
1,111
|
|
|
865
|
|
|
5,328
|
|
Net income (loss)
|
|
|
(33,433
|
)
|
|
(100
|
)
|
|
35,711
|
|
|
2,023
|
|
|
4,190
|
|
|
1,427
|
|
|
1,660
|
|
|
2,018
|
|
|
13,496
|
|
Non-controlling interests
|
|
|
573
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(908
|
)
|
|
(335
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to Aegion Corporation (8)
|
|
|
(32,860
|
)
|
|
(100
|
)
|
|
35,711
|
|
|
2,023
|
|
|
4,190
|
|
|
1,427
|
|
|
1,660
|
|
|
1,110
|
|
|
13,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to Aegion Corporation (8)
|
|
|
$
|
(0.91
|
)
|
|
$
|
—
|
|
|
$
|
0.98
|
|
|
$
|
0.06
|
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.05
|
|
|
$
|
0.03
|
|
|
$
|
0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes the following non-GAAP adjustments: (i) pre-tax
restructuring charges for cost of revenues of $74 related to the
write-off of certain other assets; (ii) pre-tax restructuring
charges for operating expenses of $197 related to early lease
termination costs and other restructuring charges; (iii) pre-tax
restructuring charges of $66 related to severance and benefit
related costs in accordance with ASC 420, Exit or Disposal Cost
Obligations, and recorded as “Restructuring charges” in the
Consolidated Statements of Operations; and (iv) pre-tax
restructuring charges of $46 related to the write-off of certain
other assets.
|
|
|
(2)
|
Includes non-GAAP adjustments related to pre-tax charges recorded
for goodwill impairment totaling $43,484 for the CRTS ($9,957) and
Energy Services ($33,527) reporting units.
|
|
|
(3)
|
Includes non-GAAP adjustments related to certain out-of-pocket
expenses and acceleration of certain unamortized fees associated
with the refinancing of the Company’s credit facility during the
period.
|
|
|
(4)
|
Includes non-GAAP adjustments related to expenses incurred in
connection with: (i) the Company’s acquisition of Underground
Solutions, Inc.; and (ii) other potential acquisition activity
pursued by the Company during the period.
|
|
|
(5)
|
Includes non-GAAP adjustments for losses on the sale of Bayou
Perma-Pipe Canada, Ltd. and Fibrwrap Construction Peru S.A.C.
|
|
|
(6)
|
Includes non-GAAP adjustments related to reserves for the tentative
settlement of a disputed matter within the Infrastructure Solutions
segment.
|
|
|
(7)
|
Includes non-GAAP adjustments related to reserves for accounts
receivable associated with long-dated receivables within the
Corrosion Protection segment.
|
|
|
(8)
|
Includes non-controlling interests.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AEGION CORPORATION AND SUBSIDIARIES
STATEMENT OF OPERATIONS RECONCILIATION
(Unaudited) (Non-GAAP)
(in thousands, except share and per share information)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported
(GAAP)
|
|
2014 Restructuring
|
|
Long-Lived Asset and Goodwill Impairments
|
|
Acquisition- Related Expenses
|
|
Reserves for Long-Dated Accounts Receivable
|
|
Brinderson Escrow Settlement
|
|
As Adjusted
(Non-GAAP)
|
|
|
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
Affected Line Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
$
|
269,118
|
|
|
$
|
(754
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
268,364
|
|
Gross profit
|
|
|
83,063
|
|
|
754
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,817
|
|
Operating expenses
|
|
|
64,439
|
|
|
(6,430
|
)
|
|
—
|
|
|
—
|
|
|
(7,465
|
)
|
|
4,500
|
|
|
55,044
|
|
Goodwill impairment
|
|
|
51,512
|
|
|
—
|
|
|
(51,512
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Definite-lived intangible asset impairment
|
|
|
1,220
|
|
|
—
|
|
|
(1,220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquisition-related expenses
|
|
|
836
|
|
|
—
|
|
|
—
|
|
|
(836
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Restructuring charges
|
|
|
687
|
|
|
(687
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating income (loss)
|
|
|
(35,631
|
)
|
|
7,871
|
|
|
52,732
|
|
|
836
|
|
|
7,465
|
|
|
(4,500
|
)
|
|
28,773
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(3,250
|
)
|
|
199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,051
|
)
|
Other
|
|
|
(2,023
|
)
|
|
1,495
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(528
|
)
|
Income (loss) before taxes on income
|
|
|
(40,750
|
)
|
|
9,565
|
|
|
52,732
|
|
|
836
|
|
|
7,465
|
|
|
(4,500
|
)
|
|
25,348
|
|
Taxes (benefit) on income (loss)
|
|
|
(8,057
|
)
|
|
6,448
|
|
|
6,119
|
|
|
333
|
|
|
2,971
|
|
|
(1,656
|
)
|
|
6,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing
operations attributable to Aegion
Corporation (6)
|
|
|
(33,675
|
)
|
|
3,117
|
|
|
46,613
|
|
|
503
|
|
|
4,494
|
|
|
(2,844
|
)
|
|
18,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations attributable to Aegion
Corporation (6)
|
|
|
$
|
(0.90
|
)
|
|
$
|
0.08
|
|
|
$
|
1.25
|
|
|
$
|
0.01
|
|
|
$
|
0.12
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes the following non-GAAP adjustments: (i) pre-tax
restructuring charges for cost of revenues of $754 related to
impairment of fixed assets, inventory obsolescence and write-off of
certain other assets; (ii) pre-tax restructuring charges for
operating expenses of $6,430 related to bad debt expenses,
impairment of fixed assets, write-off of certain other assets and
accrued expenses, and other restructuring charges; (iii) pre-tax
restructuring charges of $687 related to severance and benefit
related costs in accordance with ASC 420, Exit or Disposal Cost
Obligations, and recorded as “Restructuring charges” in the
Consolidated Statements of Operations (GAAP); and (iv) pre-tax
restructuring charges of $1,694 related to the write-off of certain
other assets, including the loss on the sale of the CIPP contracting
operation in Switzerland.
|
|
|
(2)
|
Includes non-GAAP adjustments related to pre-tax charges related to:
(i) goodwill impairment totaling $51,512 for the following reporting
units: $29,735 for Bayou, $16,069 for Fyfe and $5,708 for CRTS; and
(ii) definite-lived intangible asset impairment totaling $1,220 for
Fyfe Latin America.
|
|
|
(3)
|
Includes non-GAAP adjustments related to expenses incurred in
connection with acquisition activity pursued by the Company during
the period.
|
|
|
(4)
|
Includes non-GAAP adjustments related to reserves for accounts
receivable associated with long-dated receivables, some of which
were in litigation or dispute, within the Infrastructure Solutions
segment.
|
|
|
(5)
|
Represents non-GAAP adjustments related to proceeds received in
connection with the settlement of escrow claims related to the
purchase of Brinderson. The total amount of the proceeds was $5,500,
of which $1,000 relates to working capital and was recorded as a
purchase price adjustment and the remaining $4,500 was recorded as
an offset to Operating expenses in the Consolidated Statements of
Operations.
|
|
|
(6)
|
Includes non-controlling interests.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AEGION CORPORATION AND SUBSIDIARIES
STATEMENT OF OPERATIONS RECONCILIATION
(Unaudited) (Non-GAAP)
(in thousands, except share and per share information)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported
(GAAP)
|
|
2014 Restructuring
|
|
Goodwill Impairment
|
|
Credit Facility Fees
|
|
Acquisition- Related Expenses
|
|
Divestiture Activity
|
|
Litigation Settlement
|
|
Reserves for Long- Dated Accounts Receivable
|
|
As Adjusted (Non-GAAP)
|
|
|
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
(6)
|
|
(7)
|
|
Affected Line Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
$
|
1,057,783
|
|
|
$
|
(2,717
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,055,066
|
|
Gross profit
|
|
|
275,787
|
|
|
2,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
278,504
|
|
Operating expenses
|
|
|
209,477
|
|
|
(4,387
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,771
|
)
|
|
(2,883
|
)
|
|
199,436
|
|
Goodwill impairment
|
|
|
43,484
|
|
|
—
|
|
|
(43,484
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquisition-related expenses
|
|
|
1,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,912
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Restructuring charges
|
|
|
968
|
|
|
(968
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating income
|
|
|
19,946
|
|
|
8,072
|
|
|
43,484
|
|
|
—
|
|
|
1,912
|
|
|
—
|
|
|
2,771
|
|
|
2,883
|
|
|
79,068
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(16,044
|
)
|
|
140
|
|
|
—
|
|
|
3,377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,527
|
)
|
Other
|
|
|
(2,905
|
)
|
|
2,768
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
801
|
|
|
—
|
|
|
—
|
|
|
664
|
|
Income before taxes on income
|
|
|
1,215
|
|
|
10,980
|
|
|
43,484
|
|
|
3,377
|
|
|
1,912
|
|
|
801
|
|
|
2,771
|
|
|
2,883
|
|
|
67,423
|
|
Taxes on income
|
|
|
9,205
|
|
|
2,268
|
|
|
7,773
|
|
|
1,354
|
|
|
(2,745
|
)
|
|
(626
|
)
|
|
1,111
|
|
|
865
|
|
|
19,205
|
|
Net income (loss)
|
|
|
(7,990
|
)
|
|
8,712
|
|
|
35,711
|
|
|
2,023
|
|
|
4,657
|
|
|
1,427
|
|
|
1,660
|
|
|
2,018
|
|
|
48,218
|
|
Non-controlling interests
|
|
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(908
|
)
|
|
(985
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to Aegion Corporation (8)
|
|
|
(8,067
|
)
|
|
8,712
|
|
|
35,711
|
|
|
2,023
|
|
|
4,657
|
|
|
1,427
|
|
|
1,660
|
|
|
1,110
|
|
|
47,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to Aegion Corporation (8)
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.24
|
|
|
$
|
0.97
|
|
|
$
|
0.05
|
|
|
$
|
0.13
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
$
|
1.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes the following non-GAAP adjustments: (i) pre-tax
restructuring charges for cost of revenues of $2,717 related to the
write-off of certain other assets; (ii) pre-tax restructuring
charges for operating expenses of $4,387 related to reserves for
potentially uncollectable receivables, early lease termination
costs, and other restructuring charges; (iii) pre-tax restructuring
charges of $968 related to severance and benefit related costs in
accordance with ASC 420, Exit or Disposal Cost Obligations, and
recorded as “Restructuring charges” in the Consolidated Statements
of Operations; and (iv) pre-tax restructuring charges of $2,908
related to the write-off of certain other assets, including the loss
on the sale of the CIPP contracting operation in France.
|
|
|
(2)
|
Includes non-GAAP adjustments related to pre-tax charges recorded
for goodwill impairment totaling $43,484 for the CRTS ($9,957) and
Energy Services ($33,527) reporting units.
|
|
|
(3)
|
Includes non-GAAP adjustments related to certain out-of-pocket
expenses and acceleration of certain unamortized fees associated
with the refinancing of the Company’s credit facility during the
year.
|
|
|
(4)
|
Includes non-GAAP adjustments related to expenses incurred in
connection with: (i) the Company’s acquisition of Schultz Mechanical
Contractors, Inc.; (ii) the Company’s acquisition of Underground
Solutions, Inc.; and (iii) other potential acquisition activity
pursued by the Company during the year.
|
|
|
(5)
|
Includes non-GAAP adjustments for losses on the sale of Bayou
Perma-Pipe Canada, Ltd. and Fibrwrap Construction Peru S.A.C.
|
|
|
(6)
|
Includes non-GAAP adjustments related to reserves for the tentative
settlement of a disputed matter within the Infrastructure Solutions
segment.
|
|
|
(7)
|
Includes non-GAAP adjustments related to reserves for accounts
receivable associated with long-dated receivables within the
Corrosion Protection segment.
|
|
|
(8)
|
Includes non-controlling interests.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AEGION CORPORATION AND SUBSIDIARIES
STATEMENT OF OPERATIONS RECONCILIATION
(Unaudited) (Non-GAAP)
(in thousands, except share and per share information)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported
(GAAP)
|
|
2014
Restructuring
|
|
Long-Lived Asset and Goodwill Impairments
|
|
Acquisition- Related Expenses
|
|
Divestiture Activity
|
|
Reserves for Long-Dated Accounts Receivable
|
|
Brinderson Escrow Settlement
|
|
As Adjusted (Non-GAAP)
|
|
|
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
(6)
|
|
Affected Line Items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
$
|
1,051,438
|
|
|
$
|
(15,694
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,035,744
|
|
Gross profit
|
|
|
279,983
|
|
|
15,694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295,677
|
|
Operating expenses
|
|
|
234,105
|
|
|
(20,547
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,465
|
)
|
|
4,500
|
|
|
210,593
|
|
Goodwill impairment
|
|
|
51,512
|
|
|
—
|
|
|
(51,512
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Definite-lived intangible asset impairment
|
|
|
12,116
|
|
|
(10,896
|
)
|
|
(1,220
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquisition-related expenses
|
|
|
1,375
|
|
|
—
|
|
|
—
|
|
|
(1,375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Restructuring charges
|
|
|
687
|
|
|
(687
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Operating income (loss)
|
|
|
(19,812
|
)
|
|
47,824
|
|
|
52,732
|
|
|
1,375
|
|
|
—
|
|
|
7,465
|
|
|
(4,500
|
)
|
|
85,084
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(12,943
|
)
|
|
199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,744
|
)
|
Other
|
|
|
(3,853
|
)
|
|
1,495
|
|
|
—
|
|
|
—
|
|
|
472
|
|
|
—
|
|
|
|
|
(1,886
|
)
|
Income (loss) before taxes on income
|
|
|
(35,975
|
)
|
|
49,518
|
|
|
52,732
|
|
|
1,375
|
|
|
472
|
|
|
7,465
|
|
|
(4,500
|
)
|
|
71,087
|
|
Taxes (benefit) on income (loss)
|
|
|
(3,840
|
)
|
|
13,365
|
|
|
6,119
|
|
|
547
|
|
|
194
|
|
|
2,971
|
|
|
(1,656
|
)
|
|
17,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations attributable to Aegion
Corporation (4)
|
|
|
(33,320
|
)
|
|
36,153
|
|
|
46,613
|
|
|
828
|
|
|
278
|
|
|
4,494
|
|
|
(2,844
|
)
|
|
52,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations attributable to Aegion
Corporation (4)
|
|
|
$
|
(0.88
|
)
|
|
$
|
0.95
|
|
|
$
|
1.23
|
|
|
$
|
0.02
|
|
|
$
|
0.01
|
|
|
$
|
0.11
|
|
|
$
|
(0.07
|
)
|
|
$
|
1.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes the following non-GAAP adjustments: (i) pre-tax
restructuring charges for cost of revenues of $15,694 associated
with the write-down of long-lived assets, impairment of fixed
assets, inventory obsolescence and write-off of certain other
assets; (ii) pre-tax restructuring charges for operating expenses of
$20,547 related to the write-down of long-lived assets, bad debt
expenses, impairment of fixed assets, write-off of certain other
assets and accrued expenses, and other restructuring charges; (iii)
pre-tax restructuring charges for the impairment of definite-lived
intangible assets of $10,896 related to Bayou’s reporting unit; (iv)
pre-tax restructuring charges of $687 related to severance and
benefit related costs in accordance with ASC 420, Exit or Disposal
Cost Obligations, and recorded as “Restructuring charges” in the
Consolidated Statements of Operations; and (v) pre-tax restructuring
charges of $1,694 related to the write-off of certain other assets,
including the loss on the sale of the CIPP contracting operation in
Switzerland.
|
|
|
(2)
|
Includes non-GAAP adjustments related to pre-tax charges related to:
(i) goodwill impairment totaling $51,512 for the following reporting
units: $29,735 for Bayou, $16,069 for Fyfe and $5,708 for CRTS; and
(ii) definite-lived intangible asset impairment totaling $1,220 for
Fyfe Latin America.
|
|
|
(3)
|
Includes non-GAAP adjustments related to expenses incurred in
connection with (i) the Company’s 2012 acquisition of Fyfe Group
LLC’s Asian operations; (ii) the Company’s 2013 acquisition of
Brinderson, L.P.; and (iii) other potential acquisition activity
pursued by the Company during the year.
|
|
|
(4)
|
Includes non-GAAP adjustments relating to a loss on the sale of the
Company’s 49 percent interest in Bayou Coating, L.L.C. The
difference between the Company’s recorded gross equity in earnings
of affiliated companies of approximately $1,200 and the final equity
distribution settlement of $700 resulted in a loss of approximately
$500.
|
|
|
(5)
|
Includes non-GAAP adjustments related to reserves for accounts
receivable associated with long-dated receivables, some of which
were in litigation or dispute, within the Infrastructure Solutions
segment.
|
|
|
(6)
|
Represents proceeds received in connection with the settlement of
escrow claims related to the purchase of Brinderson. The total
amount of the proceeds was $5,500, of which $1,000 relates to
working capital and was recorded as a purchase price adjustment and
the remaining $4,500 was recorded as an offset to Operating expenses
in the Consolidated Statements of Operations.
|
|
|
(7)
|
Includes non-controlling interests and equity in earnings of
affiliated companies.
|
|
|
|
|
|
|
|
|
|
Segment Reporting
|
|
Infrastructure Solutions
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
Quarter Ended December 31, 2015
|
|
|
Quarter Ended December 31, 2014
|
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(1)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(2)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$
|
135,064
|
|
|
$
|
—
|
|
|
$
|
135,064
|
|
|
|
$
|
144,994
|
|
|
$
|
—
|
|
|
$
|
144,994
|
|
Cost of revenues
|
|
|
101,243
|
|
|
(74
|
)
|
|
101,169
|
|
|
|
105,175
|
|
|
(754
|
)
|
|
104,421
|
|
Gross profit
|
|
|
33,821
|
|
|
74
|
|
|
33,895
|
|
|
|
39,819
|
|
|
754
|
|
|
40,573
|
|
Gross profit margin
|
|
|
25.0
|
%
|
|
|
|
25.1
|
%
|
|
|
27.5
|
%
|
|
|
|
28.0
|
%
|
Operating expenses
|
|
|
21,590
|
|
|
(2,968
|
)
|
|
18,622
|
|
|
|
38,642
|
|
|
(13,895
|
)
|
|
24,747
|
|
Goodwill impairment
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
16,069
|
|
|
(16,069
|
)
|
|
—
|
|
Definite-lived intangible asset impairment
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,220
|
|
|
(1,220
|
)
|
|
—
|
|
Acquisition-related expenses
|
|
|
1,132
|
|
|
(1,132
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Restructuring charges
|
|
|
(66
|
)
|
|
66
|
|
|
—
|
|
|
|
687
|
|
|
(687
|
)
|
|
—
|
|
Operating income (loss)
|
|
|
11,165
|
|
|
4,108
|
|
|
15,273
|
|
|
|
(16,799
|
)
|
|
32,625
|
|
|
15,826
|
|
Operating margin
|
|
|
8.3
|
%
|
|
|
|
11.3
|
%
|
|
|
(11.6
|
)%
|
|
|
|
10.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes non-GAAP adjustments related to: (i) pre-tax restructuring
charges associated with the write-off of certain other assets, early
lease termination costs, severance and benefit related costs, and
other restructuring charges; (ii) reserves for the tentative
settlement of a disputed matter; and (iii) acquisition expenses
incurred primarily in connection with the Company’s acquisition of
Underground Solutions, Inc.
|
|
|
(2)
|
Includes non-GAAP adjustments related to: (i) pre-tax restructuring
charges associated with inventory obsolescence, reserves for
potentially uncollectable receivables, write-off of certain other
assets and accrued expenses, and other restructuring charges; (ii)
impairment of goodwill for the Fyfe reporting unit; and (iii)
impairment of definite-lived intangible assets for Fyfe Latin
America.
|
|
|
|
|
|
|
|
|
|
Corrosion Protection
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
Quarter Ended December 31, 2015
|
|
|
Quarter Ended December 31, 2014
|
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(1)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(2)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$
|
108,764
|
|
|
$
|
—
|
|
|
$
|
108,764
|
|
|
|
$
|
127,320
|
|
|
$
|
—
|
|
|
$
|
127,320
|
|
Cost of revenues
|
|
|
85,855
|
|
|
—
|
|
|
85,855
|
|
|
|
95,033
|
|
|
—
|
|
|
95,033
|
|
Gross profit
|
|
|
22,909
|
|
|
—
|
|
|
22,909
|
|
|
|
32,287
|
|
|
—
|
|
|
32,287
|
|
Gross profit margin
|
|
|
21.1
|
%
|
|
|
|
21.1
|
%
|
|
|
25.4
|
%
|
|
|
|
25.4
|
%
|
Operating expenses
|
|
|
23,045
|
|
|
(2,883
|
)
|
|
20,162
|
|
|
|
22,218
|
|
|
—
|
|
|
22,218
|
|
Goodwill impairment
|
|
|
9,957
|
|
|
(9,957
|
)
|
|
—
|
|
|
|
35,443
|
|
|
(35,443
|
)
|
|
—
|
|
Acquisition-related expenses
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
522
|
|
|
(522
|
)
|
|
—
|
|
Operating income (loss)
|
|
|
(10,093
|
)
|
|
12,840
|
|
|
2,747
|
|
|
|
(25,896
|
)
|
|
35,965
|
|
|
10,069
|
|
Operating margin
|
|
|
(9.3
|
)%
|
|
|
|
2.5
|
%
|
|
|
(20.3
|
)%
|
|
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes non-GAAP adjustments related to: (i) reserves for accounts
receivable associated with long-dated receivables; and (ii)
impairment of goodwill for the CRTS reporting unit.
|
|
(2)
|
Includes non-GAAP adjustments related to: (i) impairment of goodwill
for the Bayou and CRTS reporting units; and (ii) expenses incurred
in conjunction with potential acquisition activity pursued by the
Company during the quarter.
|
|
|
|
|
|
|
|
|
|
Energy Services
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
Quarter Ended December 31, 2015
|
|
|
Quarter Ended December 31, 2014
|
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(1)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(2)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$
|
86,885
|
|
|
$
|
—
|
|
|
$
|
86,885
|
|
|
|
$
|
79,867
|
|
|
$
|
—
|
|
|
$
|
79,867
|
|
Cost of revenues
|
|
|
76,192
|
|
|
—
|
|
|
76,192
|
|
|
|
68,910
|
|
|
—
|
|
|
68,910
|
|
Gross profit
|
|
|
10,693
|
|
|
—
|
|
|
10,693
|
|
|
|
10,957
|
|
|
—
|
|
|
10,957
|
|
Gross profit margin
|
|
|
12.3
|
%
|
|
|
|
12.3
|
%
|
|
|
13.7
|
%
|
|
|
|
13.7
|
%
|
Operating expenses
|
|
|
6,878
|
|
|
—
|
|
|
6,878
|
|
|
|
3,579
|
|
|
4,500
|
|
|
8,079
|
|
Goodwill impairment
|
|
|
33,527
|
|
|
(33,527
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquisition-related expenses
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
314
|
|
|
(314
|
)
|
|
—
|
|
Operating income (loss)
|
|
|
(29,712
|
)
|
|
33,527
|
|
|
3,815
|
|
|
|
7,064
|
|
|
(4,186
|
)
|
|
2,878
|
|
Operating margin
|
|
|
(34.2
|
)%
|
|
|
|
4.4
|
%
|
|
|
8.8
|
%
|
|
|
|
3.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes non-GAAP adjustments related to impairment of goodwill for
the Energy Services reporting unit.
|
|
|
(2)
|
Includes non-GAAP adjustments related to: (i) proceeds received in
connection with the settlement of escrow claims related to the
purchase of Brinderson; and (ii) expenses incurred in conjunction
with the Company’s acquisition of Schultz Mechanical Contractors,
Inc. in March 2015.
|
|
|
|
|
|
|
|
|
|
Infrastructure Solutions
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
Year Ended December 31, 2015
|
|
|
Year Ended December 31, 2014
|
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(1)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(2)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$
|
556,234
|
|
|
$
|
—
|
|
|
$
|
556,234
|
|
|
|
$
|
567,205
|
|
|
$
|
—
|
|
|
$
|
567,205
|
|
Cost of revenues
|
|
|
416,339
|
|
|
(2,717
|
)
|
|
413,622
|
|
|
|
431,322
|
|
|
(4,356
|
)
|
|
426,966
|
|
Gross profit
|
|
|
139,895
|
|
|
2,717
|
|
|
142,612
|
|
|
|
135,883
|
|
|
4,356
|
|
|
140,239
|
|
Gross profit margin
|
|
|
25.2
|
%
|
|
|
|
25.6
|
%
|
|
|
24.0
|
%
|
|
|
|
24.7
|
%
|
Operating expenses
|
|
|
90,928
|
|
|
(7,158
|
)
|
|
83,770
|
|
|
|
124,101
|
|
|
(28,012
|
)
|
|
96,089
|
|
Goodwill impairment
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
16,069
|
|
|
(16,069
|
)
|
|
—
|
|
Definite-lived intangible asset impairment
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,220
|
|
|
(1,220
|
)
|
|
—
|
|
Acquisition-related expenses
|
|
|
1,132
|
|
|
(1,132
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Restructuring charges
|
|
|
968
|
|
|
(968
|
)
|
|
—
|
|
|
|
687
|
|
|
(687
|
)
|
|
—
|
|
Operating income (loss)
|
|
|
46,867
|
|
|
11,975
|
|
|
58,842
|
|
|
|
(6,194
|
)
|
|
50,344
|
|
|
44,150
|
|
Operating margin
|
|
|
8.4
|
%
|
|
|
|
10.6
|
%
|
|
|
(1.1
|
)%
|
|
|
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes non-GAAP adjustments related to: (i) pre-tax restructuring
charges associated with the write-off of certain other assets,
reserves for potentially uncollectable receivables, early lease
termination costs, severance and benefit related costs, and other
restructuring charges; (ii) reserves for the tentative settlement of
a disputed matter; and (iii) acquisition expenses incurred primarily
in connection with the Company’s acquisition of Underground
Solutions, Inc.
|
|
(2)
|
Includes non-GAAP adjustments related to: (i) pre-tax restructuring
charges associated with inventory obsolescence, reserves for
potentially uncollectable receivables, write-down of long-lived
assets, impairment of fixed assets, write-off of certain other
assets and accrued expenses, and other restructuring charges; (ii)
impairment of goodwill for the Fyfe reporting unit; and (iii)
impairment of definite-lived intangible assets for Fyfe Latin
America.
|
|
|
|
|
|
|
|
|
|
Corrosion Protection
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
Year Ended December 31, 2015
|
|
|
Year Ended December 31, 2014
|
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(1)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(2)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$
|
437,921
|
|
|
$
|
—
|
|
|
$
|
437,921
|
|
|
|
$
|
458,409
|
|
|
$
|
—
|
|
|
$
|
458,409
|
|
Cost of revenues
|
|
|
344,701
|
|
|
—
|
|
|
344,701
|
|
|
|
359,105
|
|
|
(11,338
|
)
|
|
347,767
|
|
Gross profit
|
|
|
93,220
|
|
|
—
|
|
|
93,220
|
|
|
|
99,304
|
|
|
11,338
|
|
|
110,642
|
|
Gross profit margin
|
|
|
21.3
|
%
|
|
|
|
21.3
|
%
|
|
|
21.7
|
%
|
|
|
|
24.1
|
%
|
Operating expenses
|
|
|
84,577
|
|
|
(2,883
|
)
|
|
81,694
|
|
|
|
83,256
|
|
|
—
|
|
|
83,256
|
|
Goodwill impairment
|
|
|
9,957
|
|
|
(9,957
|
)
|
|
—
|
|
|
|
35,443
|
|
|
(35,443
|
)
|
|
—
|
|
Definite-lived intangible asset impairment
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10,896
|
|
|
(10,896
|
)
|
|
—
|
|
Acquisition-related expenses
|
|
|
457
|
|
|
(457
|
)
|
|
—
|
|
|
|
719
|
|
|
(719
|
)
|
|
—
|
|
Operating income (loss)
|
|
|
(1,771
|
)
|
|
13,297
|
|
|
11,526
|
|
|
|
(31,010
|
)
|
|
58,396
|
|
|
27,386
|
|
Operating margin
|
|
|
(0.4
|
)%
|
|
|
|
2.6
|
%
|
|
|
(6.8
|
)%
|
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes non-GAAP adjustments related to: (i) reserves for accounts
receivable associated with long-dated receivables; (ii) impairment
of goodwill for the CRTS reporting unit; and (iii) expenses incurred
in conjunction with potential acquisition activity pursued by the
Company during the year.
|
|
(2)
|
Includes non-GAAP adjustments related to: (i) pre-tax restructuring
and impairment-related charges for Bayou’s operation for the
write-down of long-lived assets and the impairment of definite-lived
intangible assets; (ii) impairment of goodwill for the Bayou and
CRTS reporting units; and (iii) expenses incurred in conjunction
with potential acquisition activity pursued by the Company during
the year.
|
|
|
|
|
|
|
|
|
|
Energy Services
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
Year Ended December 31, 2015
|
|
|
Year Ended December 31, 2014
|
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(1)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
As
Reported
(GAAP)
|
|
Adjustments
(2)
|
|
As
Adjusted
(Non-GAAP)
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$
|
339,415
|
|
|
$
|
—
|
|
|
$
|
339,415
|
|
|
|
$
|
305,807
|
|
|
$
|
—
|
|
|
$
|
305,807
|
|
Cost of revenues
|
|
|
296,743
|
|
|
—
|
|
|
296,743
|
|
|
|
261,011
|
|
|
—
|
|
|
261,011
|
|
Gross profit
|
|
|
42,672
|
|
|
—
|
|
|
42,672
|
|
|
|
44,796
|
|
|
—
|
|
|
44,796
|
|
Gross profit margin
|
|
|
12.6
|
%
|
|
|
|
12.6
|
%
|
|
|
14.6
|
%
|
|
|
|
14.6
|
%
|
Operating expenses
|
|
|
33,972
|
|
|
—
|
|
|
33,972
|
|
|
|
26,748
|
|
|
4,500
|
|
|
31,248
|
|
Goodwill impairment
|
|
|
33,527
|
|
|
(33,527
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Acquisition-related expenses
|
|
|
323
|
|
|
(323
|
)
|
|
—
|
|
|
|
656
|
|
|
(656
|
)
|
|
—
|
|
Operating income (loss)
|
|
|
(25,150
|
)
|
|
33,850
|
|
|
8,700
|
|
|
|
17,392
|
|
|
(3,844
|
)
|
|
13,548
|
|
Operating margin
|
|
|
(7.4
|
)%
|
|
|
|
2.6
|
%
|
|
|
5.7
|
%
|
|
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
(1)
|
Includes non-GAAP adjustments related to: (i) impairment of
goodwill for the Energy Services reporting unit; and (ii) expenses
incurred in conjunction with the Company’s acquisition of Schultz
Mechanical Contractors, Inc. during the year.
|
|
(2)
|
Includes non-GAAP adjustments related to: (i) proceeds received in
connection with the settlement of escrow claims related to the
purchase of Brinderson; and (ii) expenses incurred in conjunction
with the Company’s acquisitions of Brinderson, L.P. and Schultz
Mechanical Contractors, Inc.
|
|
|
|
|
|
|
AEGION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share amounts)
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2015
|
|
|
2014
|
Assets
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
209,253
|
|
|
|
$
|
174,965
|
|
Restricted cash
|
|
|
5,796
|
|
|
|
2,075
|
|
Receivables, net of allowances of $14,524 and $19,307, respectively
|
|
|
200,883
|
|
|
|
227,481
|
|
Retainage
|
|
|
37,285
|
|
|
|
38,318
|
|
Costs and estimated earnings in excess of billings
|
|
|
89,141
|
|
|
|
94,045
|
|
Inventories
|
|
|
47,779
|
|
|
|
59,192
|
|
Prepaid expenses and other current assets
|
|
|
66,999
|
|
|
|
42,046
|
|
Assets held for sale
|
|
|
21,060
|
|
|
|
—
|
|
Total current assets
|
|
|
678,196
|
|
|
|
638,122
|
|
Property, plant & equipment, less accumulated depreciation
|
|
|
144,833
|
|
|
|
168,213
|
|
Other assets
|
|
|
|
|
|
|
Goodwill
|
|
|
249,120
|
|
|
|
293,023
|
|
Identified intangible assets, less accumulated amortization
|
|
|
174,118
|
|
|
|
182,273
|
|
Deferred income tax assets
|
|
|
2,130
|
|
|
|
3,334
|
|
Other assets
|
|
|
9,910
|
|
|
|
10,708
|
|
Total other assets
|
|
|
435,278
|
|
|
|
489,338
|
|
Total Assets
|
|
|
$
|
1,258,307
|
|
|
|
$
|
1,295,673
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
72,732
|
|
|
|
$
|
83,285
|
|
Accrued expenses
|
|
|
112,951
|
|
|
|
111,617
|
|
Billings in excess of costs and estimated earnings
|
|
|
87,475
|
|
|
|
43,022
|
|
Current maturities of long-term debt and line of credit
|
|
|
17,648
|
|
|
|
26,399
|
|
Liabilities held for sale
|
|
|
6,961
|
|
|
|
—
|
|
Total current liabilities
|
|
|
297,767
|
|
|
|
264,323
|
|
Long-term debt, less current maturities
|
|
|
337,774
|
|
|
|
351,076
|
|
Deferred income tax liabilities
|
|
|
19,386
|
|
|
|
22,913
|
|
Other non-current liabilities
|
|
|
8,824
|
|
|
|
12,276
|
|
Total liabilities
|
|
|
663,751
|
|
|
|
650,588
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Preferred stock, undesignated, $.10 par – shares authorized
2,000,000; none outstanding
|
|
|
—
|
|
|
|
—
|
|
Common stock, $.01 par – shares authorized 125,000,000; shares
issued and outstanding 36,053,499 and 37,360,515, respectively
|
|
|
361
|
|
|
|
374
|
|
Additional paid-in capital
|
|
|
199,951
|
|
|
|
217,289
|
|
Retained earnings
|
|
|
425,574
|
|
|
|
433,641
|
|
Accumulated other comprehensive loss
|
|
|
(47,861
|
)
|
|
|
(24,669
|
)
|
Total stockholders’ equity
|
|
|
578,025
|
|
|
|
626,635
|
|
Non-controlling interests
|
|
|
16,531
|
|
|
|
18,450
|
|
Total equity
|
|
|
594,556
|
|
|
|
645,085
|
|
Total Liabilities and Equity
|
|
|
$
|
1,258,307
|
|
|
|
$
|
1,295,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AEGION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in thousands)
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2015
|
|
|
2014
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net loss
|
|
|
$
|
(7,990
|
)
|
|
|
$
|
(35,412
|
)
|
Loss from discontinued operations
|
|
|
—
|
|
|
|
3,847
|
|
|
|
|
(7,990
|
)
|
|
|
(31,565
|
)
|
Adjustments to reconcile to net cash provided by operating
activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
43,791
|
|
|
|
44,312
|
|
Gain on sale of fixed assets
|
|
|
(929
|
)
|
|
|
(310
|
)
|
Equity-based compensation expense
|
|
|
7,987
|
|
|
|
5,073
|
|
Deferred income taxes
|
|
|
924
|
|
|
|
(16,816
|
)
|
Equity in earnings of affiliated companies
|
|
|
—
|
|
|
|
(570
|
)
|
Non-cash restructuring charges
|
|
|
1,816
|
|
|
|
20,592
|
|
Fixed asset impairment
|
|
|
—
|
|
|
|
11,870
|
|
Definite-lived intangible asset impairment
|
|
|
—
|
|
|
|
12,116
|
|
Goodwill impairment
|
|
|
43,484
|
|
|
|
51,512
|
|
(Gain) loss on sale of businesses
|
|
|
3,414
|
|
|
|
988
|
|
Debt issuance costs
|
|
|
3,377
|
|
|
|
157
|
|
Loss on foreign currency transactions
|
|
|
80
|
|
|
|
627
|
|
Other
|
|
|
(168
|
)
|
|
|
1,279
|
|
Changes in operating assets and liabilities (net of acquisitions):
|
|
|
|
|
|
|
Restricted cash related to operating activities
|
|
|
(382
|
)
|
|
|
(454
|
)
|
Return on equity of affiliated companies
|
|
|
—
|
|
|
|
590
|
|
Receivables net, retainage and costs and estimated earnings in
excess of billings
|
|
|
12,283
|
|
|
|
(41,211
|
)
|
Inventories
|
|
|
6,984
|
|
|
|
(5,286
|
)
|
Prepaid expenses and other assets
|
|
|
(28,895
|
)
|
|
|
3,465
|
|
Accounts payable and accrued expenses
|
|
|
(582
|
)
|
|
|
5,997
|
|
Billings in excess of costs and estimated earnings
|
|
|
45,700
|
|
|
|
19,100
|
|
Other operating
|
|
|
1,129
|
|
|
|
402
|
|
Net cash provided by operating activities of continuing operations
|
|
|
132,023
|
|
|
|
81,868
|
|
Net cash used in operating activities of discontinued operations
|
|
|
—
|
|
|
|
(1,045
|
)
|
Net cash provided by operating activities
|
|
|
132,023
|
|
|
|
80,823
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(29,454
|
)
|
|
|
(32,899
|
)
|
Proceeds from sale of fixed assets
|
|
|
3,173
|
|
|
|
1,547
|
|
Patent expenditures
|
|
|
(1,503
|
)
|
|
|
(1,923
|
)
|
Restricted cash related to investing activities
|
|
|
(3,538
|
)
|
|
|
(1,153
|
)
|
Purchase of Schultz Mechanical Contractors, Inc.
|
|
|
(6,662
|
)
|
|
|
—
|
|
Purchase of Fyfe Asia, net of cash acquired
|
|
|
(1,098
|
)
|
|
|
—
|
|
Purchase of Brinderson, net of cash acquired
|
|
|
—
|
|
|
|
1,000
|
|
Proceeds from sale of interests in Bayou Coating, L.L.C.
|
|
|
—
|
|
|
|
9,065
|
|
Proceeds from sale of Ka-te Insituform AG
|
|
|
—
|
|
|
|
1,123
|
|
Net cash used in investing activities of continuing operations
|
|
|
(39,082
|
)
|
|
|
(23,240
|
)
|
Net cash provided by investing activities of discontinued
operations
|
|
|
—
|
|
|
|
1,045
|
|
Net cash used in investing activities
|
|
|
(39,082
|
)
|
|
|
(22,195
|
)
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Proceeds from issuance of common stock upon stock option exercises,
including tax effects
|
|
|
2,466
|
|
|
|
8,615
|
|
Repurchase of common stock
|
|
|
(27,804
|
)
|
|
|
(31,085
|
)
|
Sale of non-controlling interest
|
|
|
239
|
|
|
|
—
|
|
Purchase of or distributions to non-controlling interest
|
|
|
(472
|
)
|
|
|
(617
|
)
|
Payment of earnout related to acquisition of CRTS, Inc.
|
|
|
(684
|
)
|
|
|
—
|
|
Credit facility financing fees
|
|
|
(4,360
|
)
|
|
|
(783
|
)
|
Proceeds from notes payable
|
|
|
1,505
|
|
|
|
1,284
|
|
Principal payments on notes payable
|
|
|
(1,875
|
)
|
|
|
—
|
|
Proceeds from line of credit
|
|
|
26,000
|
|
|
|
18,000
|
|
Payments on line of credit
|
|
|
(71,500
|
)
|
|
|
(8,000
|
)
|
Proceeds from long-term debt
|
|
|
350,000
|
|
|
|
—
|
|
Principal payments on long-term debt
|
|
|
(323,750
|
)
|
|
|
(22,039
|
)
|
Net cash used in financing activities
|
|
|
(50,235
|
)
|
|
|
(34,625
|
)
|
Effect of exchange rate changes on cash
|
|
|
(5,975
|
)
|
|
|
(7,083
|
)
|
Net increase in cash and cash equivalents for the year
|
|
|
36,731
|
|
|
|
16,920
|
|
Cash and cash equivalents, beginning of year
|
|
|
174,965
|
|
|
|
158,045
|
|
Cash and cash equivalents, end of year
|
|
|
211,696
|
|
|
|
174,965
|
|
Cash and cash equivalents associated with assets held for sale,
end of year
|
|
|
(2,443
|
)
|
|
|
—
|
|
Cash and cash equivalents from continuing operations, end of year
|
|
|
$
|
209,253
|
|
|
|
$
|
174,965
|
|
|
|
|
|
|
|
|
|
|
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20160229006956/en/
Copyright Business Wire 2016