x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2013
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Aegion Corporation
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(Exact name of registrant as specified in its charter)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 4A.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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expanding our position in the growing and profitable energy and mining sector through organic growth, selective acquisitions of companies, formation of strategic alliances and by conducting complimentary product and technology acquisitions;
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•
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capitalizing on energy and mining opportunities afforded by “nested” customer relationships — fostering growth across our subsidiaries, increasing cross selling opportunities and generating a greater stream of recurring revenues, thereby reducing project volatility;
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•
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optimizing our water and wastewater rehabilitation operations by: (i) improving project execution, cost management practices, including the reduction of redundant fixed costs, and product mix; (ii) identifying opportunities to streamline key management functions and processes to improve our profitability; and (iii) strongly emphasizing higher return manufacturing operations;
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•
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growing market opportunities in the commercial and structural infrastructure sector through: (i) continued customer acceptance of current products and technologies; (ii) expansion of our product and service offerings with respect to protection, rehabilitation and restoration of a broader group of infrastructure assets; and (iii) leveraging our premier brand and experience of successfully innovating and delivering technologies and services through selective acquisitions of companies and technologies and through strategic alliances; and
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•
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expanding all of our businesses in key emerging markets such as Asia and the Middle East.
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December 31, 2013
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December 31, 2012
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December 31, 2011
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||||||
Energy and Mining
(1) (2)
|
$
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429.1
|
|
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$
|
240.8
|
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$
|
253.8
|
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North American Water and Wastewater
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241.9
|
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185.0
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130.0
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|||
International Water and Wastewater
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38.2
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56.6
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58.2
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|||
Commercial and Structural
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49.8
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50.8
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19.6
|
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|||
Total backlog
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$
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759.0
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$
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533.2
|
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$
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461.6
|
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(1)
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All periods presented exclude Bayou Welding Works (“BWW”) backlog, as this business was discontinued in the second quarter of 2013.
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(2)
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December 31, 2013 includes
$268.3 million
in backlog from Brinderson and represents expected revenues to be realized under long-term Master Service Agreements (“MSAs”) 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.
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•
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Diversion of management time and focus from operating our business to acquisition integration challenges.
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•
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Failure to successfully further develop the acquired business or technology.
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•
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Implementation or remediation of controls, procedures and policies at the acquired company.
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•
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Integration of the acquired company’s accounting, human resource and other administrative systems, and coordination of product, engineering and sales and marketing functions.
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•
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Transition of operations, users and customers onto our existing platforms.
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•
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Failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions placed upon approval, under competition and antitrust laws which could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of an acquisition.
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•
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In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries.
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•
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Cultural challenges associated with integrating employees from the acquired company into our organization, and retention of employees from the businesses we acquire.
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•
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Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities.
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•
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Litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders or other third parties.
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•
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market prices of mined minerals, oil and natural gas and expectations about future prices;
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•
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cost of producing mined minerals, oil and natural gas;
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•
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the level of mining, drilling and production activity;
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•
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the discovery rate of new oil and gas reserves;
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•
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mergers, consolidations and downsizing among our clients;
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•
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coordination by the Organization of Petroleum Exporting Countries (OPEC);
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•
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the impact of commodity prices on the expenditure levels of our clients;
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•
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financial condition of our client base and their ability to fund capital and maintenance expenditures;
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•
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adverse weather conditions;
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•
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civil unrest in oil-producing countries;
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•
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level of consumption of minerals, oil, natural gas and petrochemicals by consumers; and
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•
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availability of services and materials for our clients to grow their capital expenditures.
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•
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all subject workers must be paid the applicable prevailing wage rate;
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•
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all subject workers must be either “skilled journeymen” or “registered apprentices”; and
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•
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commencing January 1, 2014, at least 30% of skilled journeypersons on the project must be graduates of certified apprenticeship programs, which percentage increases to 45% on January 1, 2015 and 60% on January 1, 2016.
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•
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difficulties in enforcing agreements and collecting receivables through some foreign legal systems;
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•
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foreign customers with longer payment cycles than customers in the United States;
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•
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tax rates in certain foreign countries that exceed those in the United States and foreign earnings subject to withholding requirements;
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•
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tax laws that restrict our ability to use tax credits, offset gains or repatriate funds;
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•
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tariffs, exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country;
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•
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abrupt changes in foreign government policies and regulations;
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•
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unsettled political conditions;
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•
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difficulties in enforcing intellectual property rights or weaker intellectual property right protections in some countries;
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•
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hostility from local populations, particularly in the Middle East; and
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•
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difficulties associated with compliance with a variety of laws and regulations governing international trade, including the Foreign Corrupt Practices Act.
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•
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our estimate of the headcount requirements for various units based upon our forecast of the demand for our products and services;
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•
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our ability to maintain our talent base and manage attrition;
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•
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our ability to schedule our portfolio of projects to efficiently utilize our employees and minimize downtown between project assignments; and
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•
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our need to invest time and resources into functions such as training, business development, employee recruiting, and sales that are not chargeable to customer projects.
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•
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supervising the bidding process, including providing estimates of significant cost components, such as material and equipment needs, and the size, productivity and composition of the workforce;
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•
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negotiating contracts;
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•
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supervising project performance, including performance by our employees, subcontractors and other third-party suppliers and vendors
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•
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estimating costs for completion of contracts that is used to estimate amounts that can be reported as revenues and earnings on the contract under the percentage-of-completion method of accounting;
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•
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negotiating requests for change orders and the final terms of approved change orders; and
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•
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determining and documenting claims by us for increased costs incurred due to the failure of customers, subcontractors and other third- party suppliers of equipment and materials to perform on a timely basis and in accordance with contract terms.
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•
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actual or anticipated variations in quarterly operating results;
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•
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changes in financial estimates by securities analysts that cover our stock or our failure to meet these estimates;
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•
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conditions or trends in the U.S. sewer rehabilitation market;
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•
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conditions or trends in mined materials, oil and natural gas markets;
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•
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changes in municipal and corporate spending practices;
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•
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a downturn of the municipal bond market or lending markets generally;
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•
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changes in market valuations of other companies operating in our industries;
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•
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announcements by us or our competitors of a significant acquisition or divestiture; and
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•
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additions or departures of key personnel.
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J. Joseph Burgess
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55
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President and Chief Executive Officer
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David F. Morris
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52
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Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
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David A. Martin
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46
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Senior Vice President and Chief Financial Officer
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Brian J. Clarke
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54
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Senior Vice President – Business Integration
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Kenneth L. Young
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62
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Vice President and Treasurer
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Laura M. Villa
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44
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Vice President – Human Resources
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Period
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High
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Low
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||||
2013
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First Quarter
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$
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26.10
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$
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21.51
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Second Quarter
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24.03
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19.72
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Third Quarter
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25.00
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21.21
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Fourth Quarter
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24.09
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19.67
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2012
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First Quarter
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$
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20.25
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$
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15.75
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Second Quarter
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18.50
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14.49
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Third Quarter
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22.00
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16.96
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Fourth Quarter
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22.39
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17.32
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Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
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Weighted-average exercise price of outstanding options, warrants and rights
(b)
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in
column (a))
(c)
|
||||
Equity compensation plans approved by security holders
(1)
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1,859,907
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$
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20.18
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3,003,484
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Equity compensation plans not approved by security holders
(2)
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118,397
|
|
|
14.55
|
|
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—
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Total
|
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1,978,304
|
|
|
$
|
19.84
|
|
|
3,003,484
|
|
(1)
|
The number of securities to be issued upon exercise of granted/awarded options, warrants and rights includes
1,090,427
stock options,
555,025
stock awards and
214,455
deferred and restricted stock units outstanding at December 31, 2013.
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(2)
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On April 14, 2008, we granted J. Joseph Burgess 118,397 non-qualified stock options, a performance-based award of 52,784 shares of restricted stock and a one-time award of 103,092 shares of restricted stock in connection with his appointment as our President and Chief Executive Officer. These awards were issued as “inducement grants” under the rules of the Nasdaq Global Select Market and, as such, were not issued pursuant to our 2009 Employee Equity Incentive Plan. At December 31, 2013, 118,397 stock options were outstanding pursuant to these awards.
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Total Number of Shares (or Units) Purchased
|
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Average Price Paid per Share (or Unit)
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Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
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Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
||||||
January 2013
(1) (4)
|
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125,165
|
|
|
$
|
22.76
|
|
|
124,163
|
|
|
$
|
2,169,389
|
|
February 2013
(1) (4)
|
|
66,073
|
|
|
23.19
|
|
|
18,100
|
|
|
1,759,575
|
|
||
March 2013
(1)
|
|
8,800
|
|
|
22.87
|
|
|
8,800
|
|
|
1,558,081
|
|
||
April 2013
(2) (4)
|
|
71,713
|
|
|
22.03
|
|
|
70,869
|
|
|
—
|
|
||
May 2013
(2) (4)
|
|
267,559
|
|
|
22.77
|
|
|
266,800
|
|
|
4,310,286
|
|
||
June 2013
(2)
|
|
157,000
|
|
|
22.71
|
|
|
157,000
|
|
|
357,555
|
|
||
July 2013
(2) (4)
|
|
16,081
|
|
|
23.27
|
|
|
15,367
|
|
|
—
|
|
||
August 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
September 2013
(3)
|
|
121,161
|
|
|
23.27
|
|
|
121,161
|
|
|
7,180,115
|
|
||
October 2013
(3)(4)
|
|
311,608
|
|
|
22.81
|
|
|
247,200
|
|
|
1,520,638
|
|
||
November 2013
(3)
|
|
72,994
|
|
|
20.83
|
|
|
72,994
|
|
|
—
|
|
||
December 2013
(4)
|
|
231
|
|
|
21.05
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
1,218,385
|
|
|
$
|
22.69
|
|
|
1,102,454
|
|
|
$
|
—
|
|
(1)
|
In December 2012, our board of directors authorized the repurchase of up to $5.0 million of our common stock to be made during 2013. This amount constituted the then maximum open market repurchases currently authorized in any calendar year under the terms of our credit facility. Once repurchased, we immediately retired the shares.
|
(2)
|
In May 2013, our board of directors authorized the repurchase of up to $10.0 million of our common stock to be made during the balance of the 2013 calendar year. We simultaneously executed an amendment to our credit facility to allow for the repurchase. Once repurchased, we immediately retired the shares.
|
(3)
|
In September 2013, our board of directors authorized the repurchase of up to an additional $10.0 million of our common stock to be made during the balance of the 2013 calendar year. This amount represented half of the potential maximum open market repurchases authorized in any calendar year under the terms of the Credit Facility given the covenants currently applicable to the Company. Once repurchased, we immediately retire the shares.
|
(4)
|
In connection with approval of our old credit facility and new Credit Facility, our board of directors approved the purchase of up to $5.0 million and $10.0 million, respectively, of our common stock in each calendar year in connection with our equity compensation programs for employees and directors. The total number of shares purchased includes shares surrendered to us to pay the exercise price and/or to satisfy tax withholding obligations in connection with stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees and directors, totaling 115,931 shares for year ended
December 31, 2013
. The deemed price paid was the closing price of our common stock on the Nasdaq Global Select Market on the date that the restricted stock vested or the stock option was exercised. Once repurchased, we immediately retired the shares.
|
•
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Michael Baker Corporation
|
•
|
Layne Christensen Company
|
•
|
MYR Group, Inc.
|
•
|
Primoris Services Corporation
|
•
|
Robbins & Myers, Inc.
|
•
|
Valmont Industries, Inc.
|
•
|
Kennametal, Inc.
|
•
|
LB Foster Company
|
•
|
Tetra Tech, Inc.
|
•
|
Matrix Service Company
|
•
|
Dril-Quip, Inc.
|
•
|
Team, Inc.
|
•
|
Willbros Group, Inc.
|
•
|
Helix Energy Solutions Group
|
•
|
Newpark Resources
|
•
|
Tesco Corporation
|
•
|
Michael Baker Corporation
|
•
|
Layne Christensen Company
|
•
|
Granite Construction, Inc.
|
•
|
MasTec, Inc.
|
•
|
MYR Group, Inc.
|
•
|
Primoris Services Corporation
|
•
|
Robbins & Myers, Inc.
|
•
|
Valmont Industries, Inc.
|
•
|
Sterling Construction Company, Inc.
|
•
|
Dycom Industries, Inc.
|
•
|
Kennametal, Inc.
|
•
|
LB Foster Company
|
•
|
Tetra Tech, Inc.
|
•
|
Matrix Service Company
|
•
|
Dril-Quip, Inc.
|
•
|
Team, Inc.
|
•
|
Willbros Group, Inc.
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||||
Aegion Corporation
|
|
$
|
100.00
|
|
|
$
|
115.39
|
|
|
$
|
134.64
|
|
|
$
|
77.91
|
|
|
$
|
112.70
|
|
|
$
|
111.17
|
|
S&P 500 Total Returns
|
|
100.00
|
|
|
126.46
|
|
|
145.51
|
|
|
148.59
|
|
|
172.37
|
|
|
228.19
|
|
||||||
Old Peer Group
|
|
100.00
|
|
|
125.22
|
|
|
148.67
|
|
|
143.91
|
|
|
178.04
|
|
|
223.43
|
|
||||||
New Peer Group
|
|
100.00
|
|
|
139.84
|
|
|
169.64
|
|
|
166.76
|
|
|
200.42
|
|
|
253.45
|
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2013
(1)(2)
|
|
2012
(3)(4)
|
|
2011
(5)(6)
|
|
2010
|
|
2009
(7)(8)
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||
INCOME STATEMENT DATA
(10)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
1,091,420
|
|
|
$
|
1,016,831
|
|
|
$
|
925,766
|
|
|
$
|
905,259
|
|
|
$
|
720,405
|
|
Operating income
|
|
66,882
|
|
|
81,803
|
|
|
45,707
|
|
|
87,525
|
|
|
50,799
|
|
|||||
Income from continuing operations
(9)
|
|
50,812
|
|
|
54,374
|
|
|
27,134
|
|
|
60,973
|
|
|
31,977
|
|
|||||
Loss from discontinued operations
|
|
(6,461
|
)
|
|
(1,713
|
)
|
|
(587
|
)
|
|
(511
|
)
|
|
(5,806
|
)
|
|||||
Net income
(9)
|
|
44,351
|
|
|
52,661
|
|
|
26,547
|
|
|
60,462
|
|
|
26,171
|
|
|||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
(9)
|
|
1.31
|
|
|
1.38
|
|
|
0.68
|
|
|
1.55
|
|
|
0.86
|
|
|||||
Loss from discontinued operations
|
|
(0.17
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.16
|
)
|
|||||
Net income
(9)
|
|
1.14
|
|
|
1.34
|
|
|
0.67
|
|
|
1.54
|
|
|
0.70
|
|
|||||
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income from continuing operations
(9)
|
|
1.30
|
|
|
1.37
|
|
|
0.68
|
|
|
1.54
|
|
|
0.85
|
|
|||||
Loss from discontinued operations
|
|
(0.17
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.15
|
)
|
|||||
Net income
(9)
|
|
1.13
|
|
|
1.33
|
|
|
0.67
|
|
|
1.53
|
|
|
0.70
|
|
|||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
158,045
|
|
|
$
|
133,676
|
|
|
$
|
105,292
|
|
|
$
|
114,444
|
|
|
$
|
105,878
|
|
Working capital, net of cash
|
|
225,358
|
|
|
202,469
|
|
|
219,974
|
|
|
178,647
|
|
|
125,276
|
|
|||||
Current assets
(11)
|
|
603,858
|
|
|
560,661
|
|
|
517,985
|
|
|
466,586
|
|
|
405,006
|
|
|||||
Property, plant and equipment, net
|
|
182,303
|
|
|
183,163
|
|
|
166,614
|
|
|
162,167
|
|
|
148,381
|
|
|||||
Total assets
(11)
|
|
1,362,918
|
|
|
1,217,894
|
|
|
1,124,964
|
|
|
933,310
|
|
|
866,583
|
|
|||||
Current maturities of long-term debt and notes payable
|
|
22,024
|
|
|
33,775
|
|
|
26,541
|
|
|
13,028
|
|
|
12,742
|
|
|||||
Long-term debt, less current maturities
|
|
366,616
|
|
|
221,848
|
|
|
222,868
|
|
|
91,715
|
|
|
101,500
|
|
|||||
Total liabilities
(11)
|
|
635,997
|
|
|
501,774
|
|
|
475,975
|
|
|
306,603
|
|
|
312,772
|
|
|||||
Total stockholders’ equity
|
|
709,368
|
|
|
699,316
|
|
|
640,732
|
|
|
617,332
|
|
|
548,341
|
|
(1)
|
2013 results include expenses of $5.8 million related to our acquisition of Brinderson and other targets.
|
(2)
|
2013 results include amounts from our acquisition of Brinderson from its acquisition date of July 1, 2013.
|
(3)
|
2012 results include expenses of $3.1 million related to our acquisitions of Fyfe LA, Fyfe Asia and other targets.
|
(4)
|
2012 results include amounts from our acquisitions of Fyfe LA and Fyfe Asia from their acquisition dates of January 4, 2012 and April 5, 2012, respectively.
|
(5)
|
2011 results include expenses of $6.4 million related to our acquisitions of CRTS, Hockway and Fyfe NA and Fyfe LA, $2.2 million related to a company-wide restructuring program initiated in the third quarter of 2011 and $6.8 million recorded in the third quarter of 2011 in connection with the redemption of our Senior Notes due 2013 and our write-off of unamortized debt issuance costs from our prior credit facility.
|
(6)
|
2011 results include amounts from our acquisitions of CRTS, Hockway, Fyfe NA from their acquisition dates of June 30, 2011, August 2, 2011 and August 31, 2011, respectively.
|
(7)
|
2009 results include expenses of $8.5 million related to the acquisitions of Bayou and Corrpro and $5.2 million recorded in the fourth quarter of 2009 in connection with the restructuring of our European operations and the closure of the Corrpro paint team business ($4.0 million of which is classified on the restructuring line of the income statement and $1.2 million of which is classified in operating expenses on the income statement).
|
(8)
|
2009 results include amounts from our acquisitions of Bayou and Corrpro from their acquisition dates of February 20, 2009 and March 31, 2009, respectively.
|
(9)
|
All periods presented include amounts attributable to Aegion Corporation.
|
(10)
|
All amounts have been restated for the impact of discontinued operations.
|
(11)
|
Includes current assets, total assets and total liabilities of discontinued operations.
|
•
|
expanding our position in the growing and profitable energy and mining sector through organic growth, selective acquisitions of companies, formation of strategic alliances and by conducting complimentary product and technology acquisitions;
|
•
|
capitalizing on energy and mining opportunities afforded by “nested” customer relationships — fostering growth across our subsidiaries, increasing cross selling opportunities and generating a greater stream of recurring revenues, thereby reducing project volatility;
|
•
|
optimizing our water and wastewater rehabilitation operations by: (i) improving project execution, cost management practices, including the reduction of redundant fixed costs, and product mix; (ii) identifying opportunities to streamline key management functions and processes to improve our profitability; and (iii) strongly emphasizing higher return manufacturing operations;
|
•
|
growing market opportunities in the commercial and structural infrastructure sector through: (i) continued customer acceptance of current products and technologies; (ii) expansion of our product and service offerings with respect to protection, rehabilitation and restoration of a broader group of infrastructure assets; and (iii) leveraging our premier brand and experience of successfully innovating and delivering technologies and services through selective acquisitions of companies and technologies and through strategic alliances; and
|
•
|
expanding all of our businesses in key emerging markets such as Asia and the Middle East.
|
(dollars in thousands)
|
|
|
Increase (Decrease)
|
|||||||||||
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
1,091,420
|
|
|
$
|
1,016,831
|
|
|
$
|
74,589
|
|
|
7.3
|
%
|
Gross profit
|
247,021
|
|
|
243,754
|
|
|
3,267
|
|
|
1.3
|
|
|||
Gross profit margin
|
22.6
|
%
|
|
24.0
|
%
|
|
n/a
|
|
|
(140
|
)bp
|
|||
Operating expenses
|
178,483
|
|
|
168,846
|
|
|
9,637
|
|
|
5.7
|
|
|||
Earnout reversal
|
(4,175
|
)
|
|
(10,019
|
)
|
|
(5,844
|
)
|
|
(58.3
|
)
|
|||
Acquisition-related expenses
|
5,831
|
|
|
3,124
|
|
|
2,707
|
|
|
86.7
|
|
|||
Operating income
|
66,882
|
|
|
81,803
|
|
|
(14,921
|
)
|
|
(18.2
|
)
|
|||
Operating margin
|
6.1
|
%
|
|
8.0
|
%
|
|
n/a
|
|
|
(190
|
)bp
|
|||
Income from continuing operations
|
52,007
|
|
|
58,562
|
|
|
(6,555
|
)
|
|
(11.2
|
)
|
(dollars in thousands)
|
|
|
Increase (Decrease)
|
|||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
1,016,831
|
|
|
$
|
925,766
|
|
|
$
|
91,065
|
|
|
9.8
|
%
|
Gross profit
|
243,754
|
|
|
202,679
|
|
|
41,075
|
|
|
20.3
|
|
|||
Gross profit margin
|
24.0
|
%
|
|
21.9
|
%
|
|
n/a
|
|
|
210
|
bp
|
|||
Operating expenses
|
168,846
|
|
|
150,149
|
|
|
18,697
|
|
|
12.5
|
|
|||
Earnout reversal
|
(10,019
|
)
|
|
(1,700
|
)
|
|
8,319
|
|
|
489.4
|
|
|||
Acquisition-related expenses
|
3,124
|
|
|
6,372
|
|
|
(3,248
|
)
|
|
(51.0
|
)
|
|||
Restructuring changes
|
—
|
|
|
2,151
|
|
|
(2,151
|
)
|
|
(100.0
|
)
|
|||
Operating income
|
81,803
|
|
|
45,707
|
|
|
36,096
|
|
|
79.0
|
|
|||
Operating margin
|
8.0
|
%
|
|
4.9
|
%
|
|
n/a
|
|
|
310
|
bp
|
|||
Income from continuing operations
|
58,562
|
|
|
28,257
|
|
|
30,305
|
|
|
107.2
|
|
|
|
2013 vs 2012
|
|
|
|
2012 vs 2011
|
|||||||||||||||||||
(dollars in thousands)
|
|
|
Increase (Decrease)
|
|
|
|
Increase (Decrease)
|
||||||||||||||||||
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2011
|
|
$
|
|
%
|
||||||||||||
Revenues
|
$
|
562,119
|
|
|
$
|
513,975
|
|
|
$
|
48,144
|
|
|
9.4
|
%
|
|
$
|
420,411
|
|
|
$
|
93,564
|
|
|
22.3
|
%
|
Gross profit
|
127,563
|
|
|
127,605
|
|
|
(42
|
)
|
|
—
|
|
|
109,308
|
|
|
18,297
|
|
|
16.7
|
|
|||||
Gross profit margin
|
22.7
|
%
|
|
24.8
|
%
|
|
n/a
|
|
|
(210
|
)bp
|
|
26.0
|
%
|
|
n/a
|
|
|
(120
|
)bp
|
|||||
Operating expenses
|
87,226
|
|
|
77,265
|
|
|
9,961
|
|
|
12.9
|
|
|
71,367
|
|
|
5,898
|
|
|
8.3
|
|
|||||
Earnout reversal
|
(3,889
|
)
|
|
(9,654
|
)
|
|
(5,765
|
)
|
|
(59.7
|
)
|
|
(1,700
|
)
|
|
7,954
|
|
|
467.9
|
|
|||||
Acquisition-related expenses
|
5,831
|
|
|
—
|
|
|
5,831
|
|
|
n/m
|
|
2,682
|
|
|
(2,682
|
)
|
|
n/m
|
|||||||
Restructuring charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
778
|
|
|
(778
|
)
|
|
n/m
|
||||||
Operating income
|
38,395
|
|
|
59,994
|
|
|
(21,599
|
)
|
|
(36.0
|
)
|
|
36,181
|
|
|
23,813
|
|
|
65.8
|
|
|||||
Operating margin
|
6.8
|
%
|
|
11.7
|
%
|
|
n/a
|
|
|
(490
|
)bp
|
|
8.6
|
%
|
|
n/a
|
|
|
310
|
bp
|
|
|
2013 vs 2012
|
|
|
|
2012 vs 2011
|
|||||||||||||||||||
(dollars in thousands)
|
|
|
Increase (Decrease)
|
|
|
|
Increase (Decrease)
|
||||||||||||||||||
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2011
|
|
$
|
|
%
|
||||||||||||
Revenues
|
$
|
359,536
|
|
|
$
|
317,338
|
|
|
$
|
42,198
|
|
|
13.3
|
%
|
|
$
|
357,507
|
|
|
$
|
(40,169
|
)
|
|
(11.2
|
)%
|
Gross profit
|
76,697
|
|
|
65,294
|
|
|
11,403
|
|
|
17.5
|
|
|
55,443
|
|
|
9,851
|
|
|
17.8
|
|
|||||
Gross profit margin
|
21.3
|
%
|
|
20.6
|
%
|
|
n/a
|
|
|
70
|
bp
|
|
15.5
|
%
|
|
n/a
|
|
|
510
|
bp
|
|||||
Operating expenses
|
43,668
|
|
|
43,237
|
|
|
431
|
|
|
1.0
|
|
|
48,191
|
|
|
(4,954
|
)
|
|
(10.3
|
)
|
|||||
Restructuring charges
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
503
|
|
|
(503
|
)
|
|
(100.0
|
)
|
|||||
Operating income
|
33,029
|
|
|
22,057
|
|
|
10,972
|
|
|
49.7
|
|
|
6,749
|
|
|
15,308
|
|
|
226.8
|
|
|||||
Operating margin
|
9.2
|
%
|
|
7.0
|
%
|
|
n/a
|
|
|
220
|
bp
|
|
1.9
|
%
|
|
n/a
|
|
|
510
|
bp
|
|
|
2013 vs 2012
|
|
|
|
2012 vs 2011
|
|||||||||||||||||||
(dollars in thousands)
|
|
|
Increase (Decrease)
|
|
|
|
Increase (Decrease)
|
||||||||||||||||||
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2011
|
|
$
|
|
%
|
||||||||||||
Revenues
|
$
|
60,163
|
|
|
$
|
74,483
|
|
|
$
|
(14,320
|
)
|
|
(19.2
|
)%
|
|
$
|
17,114
|
|
|
$
|
57,369
|
|
|
335.2
|
%
|
Gross profit
|
20,478
|
|
|
36,530
|
|
|
(16,052
|
)
|
|
(43.9
|
)
|
|
8,319
|
|
|
28,211
|
|
|
339.1
|
|
|||||
Gross profit margin
|
34.0
|
%
|
|
49.0
|
%
|
|
n/a
|
|
|
(1,500
|
)bp
|
|
48.6
|
%
|
|
n/a
|
|
|
40
|
bp
|
|||||
Operating expenses
|
25,515
|
|
|
25,522
|
|
|
(7
|
)
|
|
—
|
|
|
5,340
|
|
|
20,182
|
|
|
377.9
|
|
|||||
Earnout reversal
|
(287
|
)
|
|
(365
|
)
|
|
(78
|
)
|
|
(21.4)
|
|
—
|
|
|
365
|
|
|
n/m
|
|||||||
Acquisition-related expenses
|
—
|
|
|
2,237
|
|
|
(2,237
|
)
|
|
n/m
|
|
3,690
|
|
|
(1,453
|
)
|
|
(39.4)
|
|||||||
Operating income (loss)
|
(4,750
|
)
|
|
9,136
|
|
|
(13,886
|
)
|
|
(152.0
|
)
|
|
(711
|
)
|
|
9,847
|
|
|
1,385.0
|
|
|||||
Operating margin
|
(7.9
|
)%
|
|
12.3
|
%
|
|
n/a
|
|
|
(2,020
|
)bp
|
|
(4.2
|
)%
|
|
n/a
|
|
|
1,650
|
bp
|
|
December 31, 2013
|
|
December 31,
2012
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
158,045
|
|
|
$
|
133,676
|
|
Restricted cash
|
483
|
|
|
382
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
Cash Obligations
(1) (2) (3) (4) (5)
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
Long-term debt and notes payable
|
$
|
388,640
|
|
|
$
|
22,024
|
|
|
$
|
31,131
|
|
|
$
|
30,625
|
|
|
$
|
40,500
|
|
|
$
|
264,360
|
|
|
$
|
—
|
|
Interest on long-term debt
|
33,292
|
|
|
8,576
|
|
|
7,955
|
|
|
7,144
|
|
|
6,346
|
|
|
3,271
|
|
|
—
|
|
|||||||
Operating leases
|
51,268
|
|
|
17,559
|
|
|
13,509
|
|
|
8,940
|
|
|
5,457
|
|
|
3,082
|
|
|
2,721
|
|
|||||||
Total contractual cash obligations
|
$
|
473,200
|
|
|
$
|
48,159
|
|
|
$
|
52,595
|
|
|
$
|
46,709
|
|
|
$
|
52,303
|
|
|
$
|
270,713
|
|
|
$
|
2,721
|
|
(1)
|
Cash obligations are not discounted. See Notes 5 and 9 to the consolidated financial statements contained in this report regarding our long-term debt and credit facility and commitments and contingencies, respectively.
|
(2)
|
Interest on long-term debt was calculated using the current annualized rate on our long-term debt as discussed in Note 5 to the consolidated financial statements contained in this report.
|
(3)
|
At
December 31, 2013
, we had $0.7 million in earnout and contingent liabilities that are expected to be paid out in the first quarter of 2014.
|
(4)
|
Liabilities related to Financial Accounting Standards Board Accounting Standards Codification 740,
Income Taxes,
have not been included in the table above because we are uncertain as to if or when such amounts may be settled.
|
(5)
|
There were no material purchase commitments at
December 31, 2013
.
|
•
|
significant underperformance of a segment relative to expected, historical or forecasted operating results;
|
•
|
significant negative industry or economic trends;
|
•
|
significant changes in the strategy for a segment including extended slowdowns in the segment’s market;
|
•
|
a decrease in our market capitalization below our book value; and
|
•
|
a significant change in regulations.
|
Energy and Mining
|
$
|
138.6
|
|
North American Water and Wastewater
|
101.6
|
|
|
International Water and Wastewater
|
28.5
|
|
|
Commercial and Structural
|
65.5
|
|
|
Total goodwill
|
$
|
334.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ J. Joseph Burgess
|
|
J. Joseph Burgess
President and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ David A. Martin
|
|
David A. Martin
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
1,091,420
|
|
|
$
|
1,016,831
|
|
|
$
|
925,766
|
|
Cost of revenues
|
844,399
|
|
|
773,077
|
|
|
723,087
|
|
|||
Gross profit
|
247,021
|
|
|
243,754
|
|
|
202,679
|
|
|||
Operating expenses
|
178,483
|
|
|
168,846
|
|
|
150,149
|
|
|||
Earnout reversal
|
(4,175
|
)
|
|
(10,019
|
)
|
|
(1,700
|
)
|
|||
Acquisition-related expenses
|
5,831
|
|
|
3,124
|
|
|
6,372
|
|
|||
Restructuring charges
|
—
|
|
|
—
|
|
|
2,151
|
|
|||
Operating income
|
66,882
|
|
|
81,803
|
|
|
45,707
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense
|
(13,169
|
)
|
|
(10,071
|
)
|
|
(14,973
|
)
|
|||
Interest income
|
325
|
|
|
505
|
|
|
334
|
|
|||
Other
|
4,964
|
|
|
(1,371
|
)
|
|
1,902
|
|
|||
Total other expense
|
(7,880
|
)
|
|
(10,937
|
)
|
|
(12,737
|
)
|
|||
Income before taxes on income
|
59,002
|
|
|
70,866
|
|
|
32,970
|
|
|||
Taxes on income
|
12,154
|
|
|
18,663
|
|
|
8,184
|
|
|||
Income before equity in earnings of affiliated companies
|
46,848
|
|
|
52,203
|
|
|
24,786
|
|
|||
Equity in earnings of affiliated companies
|
5,159
|
|
|
6,359
|
|
|
3,471
|
|
|||
Income from continuing operations
|
52,007
|
|
|
58,562
|
|
|
28,257
|
|
|||
Loss from discontinued operations
|
(6,461
|
)
|
|
(1,713
|
)
|
|
(587
|
)
|
|||
Net income
|
45,546
|
|
|
56,849
|
|
|
27,670
|
|
|||
Non-controlling interests
|
(1,195
|
)
|
|
(4,188
|
)
|
|
(1,123
|
)
|
|||
Net income attributable to Aegion Corporation
|
$
|
44,351
|
|
|
$
|
52,661
|
|
|
$
|
26,547
|
|
|
|
|
|
|
|
||||||
Earnings per share attributable to Aegion Corporation:
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.31
|
|
|
$
|
1.38
|
|
|
$
|
0.68
|
|
Loss from discontinued operations
|
(0.17
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|||
Net income
|
$
|
1.14
|
|
|
$
|
1.34
|
|
|
$
|
0.67
|
|
Diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.30
|
|
|
$
|
1.37
|
|
|
$
|
0.68
|
|
Loss from discontinued operations
|
(0.17
|
)
|
|
(0.04
|
)
|
|
(0.01
|
)
|
|||
Net income
|
$
|
1.13
|
|
|
$
|
1.33
|
|
|
$
|
0.67
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
45,546
|
|
|
$
|
56,849
|
|
|
$
|
27,670
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
(13,428
|
)
|
|
9,691
|
|
|
(12,691
|
)
|
|||
Pension activity, net of tax
(1)
|
38
|
|
|
154
|
|
|
(551
|
)
|
|||
Deferred loss on hedging activity, net of tax
(2)
|
(255
|
)
|
|
(134
|
)
|
|
(135
|
)
|
|||
Total comprehensive income
|
31,901
|
|
|
66,560
|
|
|
14,293
|
|
|||
Less: comprehensive income attributable to noncontrolling interests
|
(749
|
)
|
|
(4,501
|
)
|
|
3
|
|
|||
Comprehensive income attributable to Aegion Corporation
|
$
|
31,152
|
|
|
$
|
62,059
|
|
|
$
|
14,296
|
|
(1)
|
Amounts presented net of tax of $11, $46, and $(184) for the years ended December 31, 2013, 2012, and 2011, respectively.
|
(2)
|
Amounts presented net of tax of $(168), $(89) and $(88) for the years ended December 31, 2013, 2012 and 2011, respectively.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
158,045
|
|
|
$
|
133,676
|
|
Restricted cash
|
483
|
|
|
382
|
|
||
Receivables, net
|
231,775
|
|
|
232,854
|
|
||
Retainage
|
30,831
|
|
|
30,172
|
|
||
Costs and estimated earnings in excess of billings
|
79,999
|
|
|
67,740
|
|
||
Inventories
|
58,768
|
|
|
59,123
|
|
||
Prepaid expenses and other current assets
|
38,522
|
|
|
27,728
|
|
||
Current assets of discontinued operations
|
5,435
|
|
|
8,986
|
|
||
Total current assets
|
603,858
|
|
|
560,661
|
|
||
Property, plant & equipment, less accumulated depreciation
|
182,303
|
|
|
183,163
|
|
||
Other assets
|
|
|
|
||||
Goodwill
|
334,180
|
|
|
272,294
|
|
||
Identified intangible assets, less accumulated amortization
|
209,283
|
|
|
159,629
|
|
||
Investments
|
9,101
|
|
|
19,181
|
|
||
Deferred income tax assets
|
6,957
|
|
|
7,989
|
|
||
Other assets
|
14,315
|
|
|
8,153
|
|
||
Total other assets
|
573,836
|
|
|
467,246
|
|
||
Non-current assets of discontinued operations
|
2,921
|
|
|
6,824
|
|
||
Total Assets
|
$
|
1,362,918
|
|
|
$
|
1,217,894
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
80,417
|
|
|
$
|
74,724
|
|
Accrued expenses
|
90,966
|
|
|
79,580
|
|
||
Billings in excess of costs and estimated earnings
|
24,978
|
|
|
31,552
|
|
||
Current maturities of long-term debt and line of credit
|
22,024
|
|
|
33,775
|
|
||
Current liabilities of discontinued operations
|
2,070
|
|
|
4,885
|
|
||
Total current liabilities
|
220,455
|
|
|
224,516
|
|
||
Long-term debt, less current maturities
|
366,616
|
|
|
221,848
|
|
||
Deferred income tax liabilities
|
38,217
|
|
|
39,790
|
|
||
Other non-current liabilities
|
10,512
|
|
|
15,620
|
|
||
Non-current liabilities of discontinued operations
|
197
|
|
|
—
|
|
||
Total liabilities
|
635,997
|
|
|
501,774
|
|
||
|
|
|
|
||||
(See Commitments and Contingencies: Note 9)
|
|
|
|
|
|
||
|
|
|
|
||||
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 37,983,114 and 38,952,561, respectively
|
380
|
|
|
390
|
|
||
Additional paid-in capital
|
236,128
|
|
|
257,209
|
|
||
Retained earnings
|
470,808
|
|
|
426,457
|
|
||
Accumulated other comprehensive income
|
2,052
|
|
|
15,260
|
|
||
Total stockholders’ equity
|
709,368
|
|
|
699,316
|
|
||
Non-controlling interests
|
17,553
|
|
|
16,804
|
|
||
Total equity
|
726,921
|
|
|
716,120
|
|
||
Total Liabilities and Equity
|
$
|
1,362,918
|
|
|
$
|
1,217,894
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Non-
Controlling
Interests
|
|
Total
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
BALANCE, December 31, 2010
|
39,246,015
|
|
|
$
|
392
|
|
|
$
|
251,578
|
|
|
$
|
347,249
|
|
|
$
|
18,113
|
|
|
$
|
9,375
|
|
|
$
|
626,707
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
26,547
|
|
|
—
|
|
|
1,123
|
|
|
27,670
|
|
||||||
Issuance of common stock upon stock option exercises, including tax benefit
|
128,052
|
|
|
1
|
|
|
3,610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,611
|
|
||||||
Restricted shares issued
|
168,018
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
New shares issued
|
246,760
|
|
|
2
|
|
|
3,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
||||||
Issuance of shares pursuant to restricted stock units
|
9,934
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of shares pursuant to deferred stock unit awards
|
20,640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted shares
|
(140,448
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock
|
(326,596
|
)
|
|
(3
|
)
|
|
(4,997
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
6,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,491
|
|
||||||
Investment by non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546
|
|
|
546
|
|
||||||
Distribution to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,661
|
)
|
|
(1,661
|
)
|
||||||
Currency translation adjustment and derivative transactions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,251
|
)
|
|
(1,126
|
)
|
|
(13,377
|
)
|
||||||
BALANCE, December 31, 2011
|
39,352,375
|
|
|
$
|
394
|
|
|
$
|
260,680
|
|
|
$
|
373,796
|
|
|
$
|
5,862
|
|
|
$
|
8,257
|
|
|
$
|
648,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
52,661
|
|
|
—
|
|
|
4,188
|
|
|
56,849
|
|
||||||
Issuance of common stock upon stock option exercises, including tax benefit
|
52,676
|
|
|
1
|
|
|
1,175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,176
|
|
||||||
Restricted shares issued
|
239,523
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Issuance of shares pursuant to restricted stock units
|
15,177
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of shares pursuant to deferred stock unit awards
|
34,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted shares
|
(36,325
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock
|
(704,997
|
)
|
|
(7
|
)
|
|
(12,301
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,308
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
6,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,767
|
|
||||||
Investment by non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,939
|
|
|
4,939
|
|
||||||
Purchase of non-controlling interests
|
—
|
|
|
—
|
|
|
888
|
|
|
—
|
|
|
—
|
|
|
(893
|
)
|
|
(5
|
)
|
||||||
Currency translation adjustment and derivative transactions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,398
|
|
|
313
|
|
|
9,711
|
|
||||||
BALANCE, December 31, 2012
|
38,952,561
|
|
|
$
|
390
|
|
|
$
|
257,209
|
|
|
$
|
426,457
|
|
|
$
|
15,260
|
|
|
$
|
16,804
|
|
|
$
|
716,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
44,351
|
|
|
—
|
|
|
1,195
|
|
|
45,546
|
|
||||||
Issuance of common stock upon stock option exercises, including tax benefit
|
29,511
|
|
|
—
|
|
|
899
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
899
|
|
||||||
Restricted shares issued
|
435,025
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Issuance of shares pursuant to restricted stock units
|
13,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of shares pursuant to deferred stock unit awards
|
7,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted shares
|
(236,388
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Repurchase of common stock
|
(1,218,385
|
)
|
|
(12
|
)
|
|
(27,636
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,648
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
5,647
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,647
|
|
||||||
Currency translation adjustment and derivative transactions, net
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
(13,208
|
)
|
|
(446
|
)
|
|
(13,645
|
)
|
||||||
BALANCE, December 31, 2013
|
37,983,114
|
|
|
$
|
380
|
|
|
$
|
236,128
|
|
|
$
|
470,808
|
|
|
$
|
2,052
|
|
|
$
|
17,553
|
|
|
$
|
726,921
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
45,546
|
|
|
$
|
56,849
|
|
|
$
|
27,670
|
|
Loss from discontinued operations
|
6,461
|
|
|
1,713
|
|
|
587
|
|
|||
|
52,007
|
|
|
58,562
|
|
|
28,257
|
|
|||
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
40,329
|
|
|
37,658
|
|
|
35,532
|
|
|||
Gain on sale of fixed assets
|
(816
|
)
|
|
(397
|
)
|
|
(373
|
)
|
|||
Equity-based compensation expense
|
5,647
|
|
|
6,767
|
|
|
6,491
|
|
|||
Deferred income taxes
|
(2,675
|
)
|
|
(3,004
|
)
|
|
(2,648
|
)
|
|||
Equity in earnings of affiliated companies
|
(5,159
|
)
|
|
(6,359
|
)
|
|
(3,471
|
)
|
|||
Debt issuance costs
|
1,964
|
|
|
—
|
|
|
—
|
|
|||
Earnout reversal
|
(4,175
|
)
|
|
(10,019
|
)
|
|
(1,700
|
)
|
|||
Gain on sale of interests in German joint venture
|
(11,771
|
)
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on foreign currency transactions
|
2,425
|
|
|
1,049
|
|
|
(1,155
|
)
|
|||
Other
|
1,588
|
|
|
(4,793
|
)
|
|
(2,915
|
)
|
|||
Changes in operating assets and liabilities (net of acquisitions):
|
|
|
|
|
|
||||||
Restricted cash
|
(102
|
)
|
|
(299
|
)
|
|
663
|
|
|||
Return on equity of affiliated companies
|
10,691
|
|
|
11,034
|
|
|
7,018
|
|
|||
Receivables net, retainage and costs and estimated earnings in excess of billings
|
8,222
|
|
|
7,875
|
|
|
(37,236
|
)
|
|||
Inventories
|
(736
|
)
|
|
(3,376
|
)
|
|
(5,974
|
)
|
|||
Prepaid expenses and other assets
|
(9,685
|
)
|
|
2,754
|
|
|
2,495
|
|
|||
Accounts payable and accrued expenses
|
2,604
|
|
|
12,634
|
|
|
(789
|
)
|
|||
Other operating
|
(2,293
|
)
|
|
865
|
|
|
(2,046
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
88,065
|
|
|
110,951
|
|
|
22,149
|
|
|||
Net cash provided by (used in) operating activities of discontinued operations
|
(3,761
|
)
|
|
(230
|
)
|
|
735
|
|
|||
Net cash provided by operating activities
|
84,304
|
|
|
110,721
|
|
|
22,884
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(26,085
|
)
|
|
(44,738
|
)
|
|
(21,271
|
)
|
|||
Proceeds from sale of fixed assets
|
3,435
|
|
|
4,401
|
|
|
755
|
|
|||
Patent expenditures
|
(2,032
|
)
|
|
(552
|
)
|
|
(1,130
|
)
|
|||
Sale of interests in German joint venture
|
18,300
|
|
|
—
|
|
|
—
|
|
|||
Purchase of Brinderson, net of cash acquired
|
(143,763
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of Fyfe Latin America, net of cash acquired
|
—
|
|
|
(3,048
|
)
|
|
—
|
|
|||
Purchase of Fyfe Asia, net of cash acquired
|
—
|
|
|
(38,841
|
)
|
|
—
|
|
|||
Purchase of CRTS, Hockway and Fyfe North America, net of cash required
|
—
|
|
|
516
|
|
|
(144,134
|
)
|
|||
Net cash used in investing activities of continuing operations
|
(150,145
|
)
|
|
(82,262
|
)
|
|
(165,780
|
)
|
|||
Net cash provided by (used in) investing activities of discontinued operations
|
845
|
|
|
(1,156
|
)
|
|
(283
|
)
|
|||
Net cash used in investing activities
|
(149,300
|
)
|
|
(83,418
|
)
|
|
(166,063
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock upon stock option exercises, including tax effects
|
594
|
|
|
1,178
|
|
|
3,610
|
|
|||
Issuance of common stock in connection with acquisition of Fyfe North America
|
—
|
|
|
—
|
|
|
4,000
|
|
|||
Repurchase of common stock
|
(27,648
|
)
|
|
(12,308
|
)
|
|
(5,000
|
)
|
|||
Investments from noncontrolling interests
|
—
|
|
|
4,939
|
|
|
546
|
|
|||
Purchase of or distributions to noncontrolling interests
|
(287
|
)
|
|
(5
|
)
|
|
(1,661
|
)
|
|||
Payment of earnout related to acquisition of CRTS, Inc.
|
(2,112
|
)
|
|
—
|
|
|
—
|
|
|||
Credit facility financing fees
|
(5,013
|
)
|
|
—
|
|
|
(4,320
|
)
|
|||
Proceeds from notes payable
|
1,541
|
|
|
7,160
|
|
|
354
|
|
|||
Principal payments on notes payable
|
(183
|
)
|
|
(2,768
|
)
|
|
(1,499
|
)
|
|||
Proceeds from line of credit
|
—
|
|
|
26,000
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
385,500
|
|
|
983
|
|
|
250,000
|
|
|||
Principal payments on long-term debt
|
(253,500
|
)
|
|
(25,000
|
)
|
|
(103,750
|
)
|
|||
Net cash provided by financing activities
|
98,892
|
|
|
179
|
|
|
142,280
|
|
|||
Effect of exchange rate changes on cash
|
(9,527
|
)
|
|
65
|
|
|
(7,801
|
)
|
|||
Net increase (decrease) in cash and cash equivalents for the period
|
24,369
|
|
|
27,547
|
|
|
(8,700
|
)
|
|||
Cash and cash equivalents, beginning of period
|
133,676
|
|
|
106,129
|
|
|
114,829
|
|
|||
Cash and cash equivalents, end of period
|
$
|
158,045
|
|
|
$
|
133,676
|
|
|
$
|
106,129
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for:
|
|
|
|
|
|
||||||
Interest
|
$
|
8,700
|
|
|
$
|
7,945
|
|
|
$
|
17,231
|
|
Net income taxes paid
|
11,630
|
|
|
18,456
|
|
|
10,077
|
|
|
2013
|
|
2012
|
||||||||||||
|
Brinderson
|
|
Fyfe Asia/
Fyfe LA |
|
Brinderson
|
|
Fyfe Asia/
Fyfe LA |
||||||||
Revenues
|
$
|
108,233
|
|
|
$
|
16,986
|
|
|
$
|
—
|
|
|
$
|
12,894
|
|
Net income
(1)
|
4,838
|
|
|
1,091
|
|
|
—
|
|
|
781
|
|
(1)
|
Net income includes an allocation of corporate expenses that is not necessarily an indication of the entity’s operations on a stand alone basis.
|
(1)
|
Includes pro-forma adjustments for purchase price depreciation and amortization as if those intangibles were recorded as of January 1 of the year preceding the respective acquisition date.
|
|
Brinderson
|
|
Fyfe Asia
|
||||
Cash
|
$
|
3,842
|
|
|
$
|
1,303
|
|
Receivables and cost and estimated earnings in excess of billings
|
28,353
|
|
|
9,022
|
|
||
Prepaid expenses and other current assets
|
655
|
|
|
1,262
|
|
||
Property, plant and equipment
|
6,848
|
|
|
938
|
|
||
Identified intangible assets
|
60,210
|
|
|
14,130
|
|
||
Other assets
|
1,071
|
|
|
—
|
|
||
Accounts payable, accrued expenses and billings in excess of cost and estimated earnings
|
(16,122
|
)
|
|
(4,109
|
)
|
||
Deferred tax liabilities
|
—
|
|
|
(2,410
|
)
|
||
Total identifiable net assets
|
$
|
84,857
|
|
|
$
|
20,136
|
|
|
|
|
|
||||
Total consideration
|
$
|
147,605
|
|
|
$
|
40,144
|
|
Less: total identifiable net assets
|
84,857
|
|
|
20,136
|
|
||
Goodwill at December 31, 2013
|
$
|
62,748
|
|
|
$
|
20,008
|
|
Total identifiable net assets at December 31, 2012
|
$
|
20,342
|
|
Accounts payable, accrued expenses and billings in excess of cost and estimated earnings
|
206
|
|
|
Total identifiable net assets at December 31, 2013
|
$
|
20,136
|
|
|
|
||
Goodwill at December 31, 2012
|
$
|
19,802
|
|
Increase in goodwill related to acquisition
|
206
|
|
|
Goodwill at December 31, 2013
|
$
|
20,008
|
|
Total identifiable net assets at July 1, 2013
|
$
|
84,907
|
|
Accounts payable, accrued expenses and billings in excess of cost and estimated earnings
|
50
|
|
|
Total identifiable net assets at December 31, 2013
|
$
|
84,857
|
|
|
|
||
Goodwill at July 1, 2013
|
$
|
62,698
|
|
Increase in goodwill related to acquisition
|
50
|
|
|
Goodwill at December 31, 2013
|
$
|
62,748
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Weighted average number of common shares used for basic EPS
|
|
38,692,658
|
|
|
39,222,737
|
|
|
39,362,138
|
|
Effect of dilutive stock options and restricted and deferred stock unit awards
|
|
389,684
|
|
|
313,654
|
|
|
336,317
|
|
Weighted average number of common shares and dilutive potential common stock used in dilutive EPS
|
|
39,082,342
|
|
|
39,536,391
|
|
|
39,698,455
|
|
•
|
significant underperformance of a reporting unit relative to expected, historical or forecasted future operating results;
|
•
|
significant negative industry or economic trends;
|
•
|
significant changes in the strategy for a reporting unit including extended slowdowns in a segment’s market;
|
•
|
a decrease in the Company’s market capitalization below its book value; and
|
•
|
a significant change in regulations.
|
|
December 31,
|
||||||
Balance sheet data
|
2013
|
|
2012
(1)
|
||||
Current assets
|
$
|
10,220
|
|
|
$
|
32,752
|
|
Non-current assets
|
10,022
|
|
|
22,495
|
|
||
Current liabilities
|
1,743
|
|
|
16,006
|
|
||
Non-current liabilities
|
—
|
|
|
484
|
|
Income statement data
|
2013
(1)
|
|
2012
|
|
2011
|
||||||
Revenue
|
$
|
89,157
|
|
|
$
|
141,233
|
|
|
$
|
134,716
|
|
Gross profit
|
27,336
|
|
|
40,342
|
|
|
29,651
|
|
|||
Net income
|
17,946
|
|
|
22,009
|
|
|
12,512
|
|
|||
Equity in earnings of affiliated companies
|
5,159
|
|
|
6,359
|
|
|
3,471
|
|
•
|
determine whether the entity meets the criteria to qualify as a VIE; and
|
•
|
determine whether the Company is the primary beneficiary of the VIE.
|
•
|
the design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;
|
•
|
the nature of the Company’s involvement with the entity;
|
•
|
whether control of the entity may be achieved through arrangements that do not involve voting equity;
|
•
|
whether there is sufficient equity investment at risk to finance the activities of the entity; and
|
•
|
whether parties other than the equity holders have the obligation to absorb expected losses or the right to receive residual returns.
|
•
|
whether the entity has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance; and
|
•
|
whether the entity has the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.
|
|
December 31,
|
||||||
Balance sheet data
|
2013
|
|
2012
|
||||
Current assets
|
$
|
55,651
|
|
|
$
|
65,251
|
|
Non-current assets
|
47,606
|
|
|
47,086
|
|
||
Current liabilities
|
33,886
|
|
|
45,604
|
|
||
Non-current liabilities
|
25,020
|
|
|
23,169
|
|
Income statement data
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue
|
$
|
85,908
|
|
|
$
|
107,821
|
|
|
$
|
55,792
|
|
Gross profit
|
12,998
|
|
|
19,625
|
|
|
12,005
|
|
|||
Net income
|
1,892
|
|
|
3,622
|
|
|
1,959
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, at beginning of year
|
|
$
|
2,953
|
|
|
$
|
3,077
|
|
|
$
|
2,536
|
|
Charged to expense
|
|
1,043
|
|
|
428
|
|
|
397
|
|
|||
Write-offs and adjustments
|
|
(555
|
)
|
|
(552
|
)
|
|
144
|
|
|||
Balance, at end of year
|
|
$
|
3,441
|
|
|
$
|
2,953
|
|
|
$
|
3,077
|
|
|
|
2013
|
|
2012
|
||||
Costs incurred on uncompleted contracts
|
|
$
|
740,403
|
|
|
$
|
664,662
|
|
Estimated earnings to date
|
|
141,413
|
|
|
183,850
|
|
||
Subtotal
|
|
881,816
|
|
|
848,512
|
|
||
Less – billings to date
|
|
(826,795
|
)
|
|
(812,324
|
)
|
||
Total
|
|
$
|
55,021
|
|
|
$
|
36,188
|
|
Included in the accompanying balance sheets:
|
|
|
|
|
|
|
||
Costs and estimated earnings in excess of billings
|
|
79,999
|
|
|
67,740
|
|
||
Billings in excess of costs and estimated earnings
|
|
(24,978
|
)
|
|
(31,552
|
)
|
||
Total
|
|
$
|
55,021
|
|
|
$
|
36,188
|
|
|
|
2013
|
|
2012
|
||||
Raw materials and supplies
|
|
$
|
19,680
|
|
|
$
|
16,250
|
|
Work-in-process
|
|
8,217
|
|
|
8,876
|
|
||
Finished products
|
|
12,518
|
|
|
18,056
|
|
||
Construction materials
|
|
18,353
|
|
|
15,941
|
|
||
Total
|
|
$
|
58,768
|
|
|
$
|
59,123
|
|
|
|
Estimated Useful Lives (Years)
|
|
2013
|
|
2012
|
||||||
Land and land improvements
|
|
|
|
$
|
11,964
|
|
|
$
|
11,437
|
|
||
Buildings and improvements
|
|
5
|
—
|
40
|
|
63,870
|
|
|
64,604
|
|
||
Machinery and equipment
|
|
4
|
—
|
10
|
|
185,307
|
|
|
177,383
|
|
||
Furniture and fixtures
|
|
3
|
—
|
10
|
|
25,848
|
|
|
16,933
|
|
||
Autos and trucks
|
|
3
|
—
|
10
|
|
52,145
|
|
|
50,119
|
|
||
Construction in progress
|
|
|
|
|
|
31,012
|
|
|
35,507
|
|
||
Subtotal
|
|
|
|
|
|
370,146
|
|
|
355,983
|
|
||
Less – Accumulated depreciation
|
|
|
|
|
|
(187,843
|
)
|
|
(172,820
|
)
|
||
Total
|
|
|
|
|
|
$
|
182,303
|
|
|
$
|
183,163
|
|
|
|
2013
|
|
2012
|
||||
Vendor and other accrued expenses
|
|
$
|
36,778
|
|
|
$
|
32,394
|
|
Estimated casualty and healthcare liabilities
|
|
13,775
|
|
|
12,899
|
|
||
Job costs
|
|
13,843
|
|
|
14,077
|
|
||
Accrued compensation
|
|
15,942
|
|
|
12,943
|
|
||
Income tax payable and deferred income taxes
|
|
10,628
|
|
|
7,267
|
|
||
Total
|
|
$
|
90,966
|
|
|
$
|
79,580
|
|
|
Energy
and
Mining
(1)(2)
|
|
North American
Water and
Wastewater
|
|
International
Water and
Wastewater
|
|
Commercial
and Structural
(3)
|
|
Total
|
||||||||||
Beginning balance at January 1, 2013
|
$
|
76.7
|
|
|
$
|
101.9
|
|
|
$
|
28.1
|
|
|
$
|
65.6
|
|
|
$
|
272.3
|
|
Additions to goodwill through acquisitions
|
62.7
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
62.9
|
|
|||||
Foreign currency translation
|
(0.8
|
)
|
|
(0.3
|
)
|
|
0.4
|
|
|
(0.3
|
)
|
|
(1.0
|
)
|
|||||
Goodwill at December 31, 2013
|
$
|
138.6
|
|
|
$
|
101.6
|
|
|
$
|
28.5
|
|
|
$
|
65.5
|
|
|
$
|
334.2
|
|
(1)
|
During the second quarter of 2013, the Company approved a plan of liquidation with respect to BWW and, in connection therewith, recorded a write-down of the
$1.4 million
of goodwill associated with BWW, which operation now is reported as discontinued. Consequently, the goodwill associated with BWW is no longer included in this table. Additionally, all prior year balances have been retrospectively adjusted. For further information, see Note 11.
|
(2)
|
During 2013, the Company recorded an increase of goodwill of
$62.7 million
related to the Brinderson acquisition.
|
(3)
|
During 2013, the Company recorded an increase of goodwill of
$0.2 million
related to the Fyfe Asia acquisition.
|
|
As of December 31, 2013
(1)(2)
|
|
As of December 31, 2012
|
||||||||||||||||||||||
|
Weighted Average Useful Lives (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
License agreements
|
6
|
|
$
|
3,917
|
|
|
$
|
(2,977
|
)
|
|
$
|
940
|
|
|
$
|
3,925
|
|
|
$
|
(2,821
|
)
|
|
$
|
1,104
|
|
Backlog
|
0
|
|
4,745
|
|
|
(4,745
|
)
|
|
—
|
|
|
4,756
|
|
|
(4,756
|
)
|
|
—
|
|
||||||
Leases
|
13
|
|
2,067
|
|
|
(477
|
)
|
|
1,590
|
|
|
2,067
|
|
|
(331
|
)
|
|
1,736
|
|
||||||
Trademarks
|
16
|
|
21,394
|
|
|
(4,167
|
)
|
|
17,227
|
|
|
21,290
|
|
|
(3,317
|
)
|
|
17,972
|
|
||||||
Non-competes
|
5
|
|
1,140
|
|
|
(753
|
)
|
|
387
|
|
|
710
|
|
|
(710
|
)
|
|
—
|
|
||||||
Customer relationships
|
14
|
|
182,703
|
|
|
(28,287
|
)
|
|
154,416
|
|
|
123,301
|
|
|
(18,912
|
)
|
|
104,389
|
|
||||||
Patents and acquired technology
|
17
|
|
57,419
|
|
|
(22,696
|
)
|
|
34,723
|
|
|
55,672
|
|
|
(21,244
|
)
|
|
34,428
|
|
||||||
|
|
|
$
|
273,385
|
|
|
$
|
(64,102
|
)
|
|
$
|
209,283
|
|
|
$
|
211,721
|
|
|
$
|
(52,091
|
)
|
|
$
|
159,629
|
|
(1)
|
During the second quarter of 2013, the Company approved a plan of liquidation with respect to BWW and, in connection therewith, recorded a write-down of the
$2.5 million
of intangible assets associated with BWW, which operation now is reported as discontinued. Consequently, the intangible assets and accumulated amortization associated with BWW are no longer included in this table. Additionally, all prior year balances have been retrospectively adjusted. For further information, see Note 11.
|
(2)
|
During the third quarter of 2013, the Company recorded
$59.8 million
in customer relationships to be amortized over a weighted average life of
15
years and
$0.4 million
in non-compete agreements to be amortized over a weighted average life of
5
years related to the acquisition of Brinderson, as discussion in Note 1.
|
2014
|
|
$
|
14,606
|
|
2015
|
|
14,606
|
|
|
2016
|
|
14,602
|
|
|
2017
|
|
14,565
|
|
|
2018
|
|
14,488
|
|
|
|
2013
|
|
2012
|
||||
Term note, current annualized rate 2.21% due July 1, 2018
|
|
$
|
341,250
|
|
|
$
|
—
|
|
Original term note, due August 31, 2016
|
|
—
|
|
|
218,750
|
|
||
Line of credit, 2.17% in 2013 and 2.49% in 2012
|
|
35,500
|
|
|
26,000
|
|
||
Other notes with interest rates from 3.3% to 6.5%
|
|
11,890
|
|
|
10,873
|
|
||
Subtotal
|
|
388,640
|
|
|
255,623
|
|
||
Less – Current maturities and notes payable
|
|
22,024
|
|
|
33,775
|
|
||
Total
|
|
$
|
366,616
|
|
|
$
|
221,848
|
|
Year
|
|
Amount
|
||
2014
|
|
$
|
22,024
|
|
2015
|
|
31,131
|
|
|
2016
|
|
30,625
|
|
|
2017
|
|
40,500
|
|
|
2018
|
|
264,360
|
|
|
Total
|
|
$
|
388,640
|
|
•
|
Consolidated financial leverage ratio compares consolidated funded indebtedness to Credit Facility defined income. The initial maximum amount was not to initially exceed
3.75
to 1.00 and will decrease periodically at scheduled reporting periods to not more that
3.50
to 1.00 beginning with the quarter ending June 30, 2014. At
December 31, 2013
, the Company’s consolidated financial leverage ratio was
2.73
to 1.00 and, using the Credit Facility defined income, the Company had the capacity to borrow up to approximately
$145.2 million
of additional debt.
|
•
|
Consolidated fixed charge coverage ratio compares Credit Facility defined income to Credit Facility defined fixed charges with a minimum permitted ratio of not less than
1.25
to 1.00. At
December 31, 2013
, the Company’s fixed charge ratio was
1.66
to 1.00.
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Stock Awards
|
|
Weighted
Average
Award Date
Fair Value
|
|
Stock Awards
|
|
Weighted
Average Award Date Fair Value |
|
Stock Awards
|
|
Weighted
Average Award Date Fair Value |
|||||||||
Outstanding, beginning of period
|
698,869
|
|
|
$
|
19.39
|
|
|
643,117
|
|
|
$
|
17.48
|
|
|
888,855
|
|
|
$
|
15.25
|
|
Restricted shares awarded
|
435,025
|
|
|
24.09
|
|
|
239,523
|
|
|
18.07
|
|
|
168,018
|
|
|
26.41
|
|
|||
Restricted stock units awarded
|
112,401
|
|
|
25.11
|
|
|
222,379
|
|
|
18.11
|
|
|
6,768
|
|
|
26.60
|
|
|||
Restricted shares distributed
|
(274,784
|
)
|
|
19.04
|
|
|
(289,001
|
)
|
|
13.42
|
|
|
(270,142
|
)
|
|
13.38
|
|
|||
Restricted stock units distributed
|
(13,761
|
)
|
|
18.87
|
|
|
(15,177
|
)
|
|
14.32
|
|
|
(9,934
|
)
|
|
11.19
|
|
|||
Restricted shares forfeited
|
(236,388
|
)
|
|
23.10
|
|
|
(36,325
|
)
|
|
20.13
|
|
|
(140,448
|
)
|
|
22.97
|
|
|||
Restricted stock units forfeited
|
(166,337
|
)
|
|
19.55
|
|
|
(65,647
|
)
|
|
18.18
|
|
|
—
|
|
|
—
|
|
|||
Outstanding, end of period
|
555,025
|
|
|
$
|
22.79
|
|
|
698,869
|
|
|
$
|
19.39
|
|
|
643,117
|
|
|
$
|
17.48
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Deferred
Stock
Units
|
|
Weighted
Average
Award Date
Fair Value
|
|
Deferred
Stock Units |
|
Weighted
Average Award Date Fair Value |
|
Deferred
Stock Units |
|
Weighted
Average Award Date Fair Value |
|||||||||
Outstanding, beginning of period
|
181,518
|
|
|
$
|
19.06
|
|
|
173,916
|
|
|
$
|
20.12
|
|
|
163,318
|
|
|
$
|
19.43
|
|
Awarded
|
39,966
|
|
|
22.33
|
|
|
41,734
|
|
|
17.78
|
|
|
31,238
|
|
|
23.75
|
|
|||
Shares distributed
|
(7,029
|
)
|
|
22.67
|
|
|
(34,132
|
)
|
|
22.90
|
|
|
(20,640
|
)
|
|
20.13
|
|
|||
Outstanding, end of period
|
214,455
|
|
|
$
|
19.56
|
|
|
181,518
|
|
|
$
|
19.06
|
|
|
173,916
|
|
|
$
|
20.12
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Amount collected from stock option exercises
|
$
|
738
|
|
|
$
|
1,054
|
|
|
$
|
3,205
|
|
Total intrinsic value of stock option exercises
|
131
|
|
|
177
|
|
|
1,090
|
|
|||
Tax benefit (expense) of stock option exercises recorded in additional paid-in-capital
|
(55
|
)
|
|
66
|
|
|
115
|
|
|||
Aggregate intrinsic value of outstanding stock options
|
5,383
|
|
|
5,708
|
|
|
997
|
|
|||
Aggregate intrinsic value of exercisable stock options
|
4,695
|
|
|
4,601
|
|
|
763
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Range
|
|
Weighted Average
|
|
Range
|
|
Weighted Average
|
|
Range
|
|
Weighted Average
|
Grant-date fair value
|
$12.92
|
|
$12.92
|
|
$8.14 - $8.19
|
|
$8.19
|
|
$11.61
|
|
$11.61
|
Volatility
|
49.8%
|
|
49.8%
|
|
43.0% - 45.2%
|
|
45.1%
|
|
47.0% - 50.6%
|
|
50.4%
|
Expected term (years)
|
7.0
|
|
7.0
|
|
7.0
|
|
7.0
|
|
7.0
|
|
7.0
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
—%
|
Risk-free rate
|
1.1%
|
|
1.1%
|
|
1.0% - 1.5%
|
|
1.5%
|
|
2.3% - 3.0%
|
|
2.8%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Domestic
|
|
$
|
23,695
|
|
|
$
|
45,290
|
|
|
$
|
825
|
|
Foreign
|
|
35,307
|
|
|
25,576
|
|
|
32,145
|
|
|||
Total
|
|
$
|
59,002
|
|
|
$
|
70,866
|
|
|
$
|
32,970
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
8,603
|
|
|
$
|
9,237
|
|
|
$
|
1,789
|
|
Foreign
|
|
6,078
|
|
|
9,704
|
|
|
8,878
|
|
|||
State
|
|
527
|
|
|
995
|
|
|
423
|
|
|||
Subtotal
|
|
15,208
|
|
|
19,936
|
|
|
11,090
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(2,075
|
)
|
|
(1,817
|
)
|
|
(2,064
|
)
|
|||
Foreign
|
|
(727
|
)
|
|
69
|
|
|
492
|
|
|||
State
|
|
(252
|
)
|
|
475
|
|
|
(1,334
|
)
|
|||
Subtotal
|
|
(3,054
|
)
|
|
(1,273
|
)
|
|
(2,906
|
)
|
|||
Total tax provision
|
|
$
|
12,154
|
|
|
$
|
18,663
|
|
|
$
|
8,184
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income taxes at U.S. federal statutory tax rate
|
|
$
|
20,651
|
|
|
$
|
24,803
|
|
|
$
|
11,539
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|
||||||
Change in the balance of the valuation allowance for deferred tax assets allocated to income tax expense
|
|
1,447
|
|
|
3,714
|
|
|
477
|
|
|||
State income taxes, net of federal income tax benefit
|
|
179
|
|
|
956
|
|
|
(547
|
)
|
|||
Transaction costs
|
|
—
|
|
|
509
|
|
|
574
|
|
|||
Meals and entertainment
|
|
1,034
|
|
|
962
|
|
|
570
|
|
|||
Changes in taxes previously accrued
|
|
(3,098
|
)
|
|
(2,422
|
)
|
|
263
|
|
|||
Foreign tax rate differences
|
|
(4,892
|
)
|
|
(4,236
|
)
|
|
(3,412
|
)
|
|||
Recognition of uncertain tax positions
|
|
(89
|
)
|
|
(800
|
)
|
|
(214
|
)
|
|||
Contingent consideration reversal
|
|
(1,461
|
)
|
|
(2,869
|
)
|
|
—
|
|
|||
Domestic Production Activities Deduction
|
|
(1,548
|
)
|
|
(1,440
|
)
|
|
(52
|
)
|
|||
Other matters
|
|
(69
|
)
|
|
(514
|
)
|
|
(1,014
|
)
|
|||
Total tax provision
|
|
$
|
12,154
|
|
|
$
|
18,663
|
|
|
$
|
8,184
|
|
Effective tax rate
|
|
20.6
|
%
|
|
26.3
|
%
|
|
24.8
|
%
|
|
|
2013
|
|
2012
|
||||
Deferred income tax assets:
|
|
|
|
|
||||
Foreign tax credit carryforwards
|
|
$
|
535
|
|
|
$
|
88
|
|
Net operating loss carryforwards
|
|
17,146
|
|
|
17,225
|
|
||
Accrued expenses
|
|
13,517
|
|
|
10,443
|
|
||
Other
|
|
8,158
|
|
|
8,394
|
|
||
Total gross deferred income tax assets
|
|
39,356
|
|
|
36,150
|
|
||
Less valuation allowance
|
|
(7,797
|
)
|
|
(6,574
|
)
|
||
Net deferred income tax assets
|
|
31,559
|
|
|
29,576
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
(12,901
|
)
|
|
(14,051
|
)
|
||
Intangible assets
|
|
(34,983
|
)
|
|
(33,715
|
)
|
||
Undistributed foreign earnings
|
|
(7,051
|
)
|
|
(7,051
|
)
|
||
Other
|
|
(7,548
|
)
|
|
(8,579
|
)
|
||
Total deferred income tax liabilities
|
|
(62,483
|
)
|
|
(63,396
|
)
|
||
Net deferred income tax liabilities
|
|
$
|
(30,924
|
)
|
|
$
|
(33,820
|
)
|
|
|
2013
|
|
2012
|
||||
Current deferred income tax assets, net
|
|
$
|
4,640
|
|
|
$
|
3,975
|
|
Current deferred income tax liabilities, net
|
|
(4,304
|
)
|
|
(5,994
|
)
|
||
Noncurrent deferred income tax assets, net
|
|
6,957
|
|
|
7,989
|
|
||
Noncurrent deferred income tax liabilities, net
|
|
(38,217
|
)
|
|
(39,790
|
)
|
||
Net deferred income tax liabilities
|
|
$
|
(30,924
|
)
|
|
$
|
(33,820
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, at beginning of year
|
|
$
|
6,574
|
|
|
$
|
4,691
|
|
|
$
|
5,083
|
|
Additions
|
|
1,754
|
|
|
2,062
|
|
|
1,058
|
|
|||
Reversals
|
|
(131
|
)
|
|
(191
|
)
|
|
(1,352
|
)
|
|||
Other adjustments
|
|
(400
|
)
|
|
12
|
|
|
(98
|
)
|
|||
Balance, at end of year
|
|
$
|
7,797
|
|
|
$
|
6,574
|
|
|
$
|
4,691
|
|
Year
|
|
Minimum Lease Payments
|
||
2014
|
|
$
|
17,559
|
|
2015
|
|
13,509
|
|
|
2016
|
|
8,940
|
|
|
2017
|
|
5,457
|
|
|
2018
|
|
3,082
|
|
|
Thereafter
|
|
2,721
|
|
|
Total
|
|
$
|
51,268
|
|
|
Total Fair Value at
December 31, 2013 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Forward Currency Contracts
|
$
|
776
|
|
|
$
|
—
|
|
|
$
|
776
|
|
|
$
|
—
|
|
Total
|
$
|
776
|
|
|
$
|
—
|
|
|
$
|
776
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swap
|
$
|
1,220
|
|
|
$
|
—
|
|
|
$
|
1,220
|
|
|
$
|
—
|
|
Total
|
$
|
1,220
|
|
|
$
|
—
|
|
|
$
|
1,220
|
|
|
$
|
—
|
|
|
Total Fair Value at
December 31, 2012
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward Currency Contracts
|
$
|
594
|
|
|
$
|
—
|
|
|
$
|
594
|
|
|
$
|
—
|
|
Interest Rate Swap
|
764
|
|
|
—
|
|
|
764
|
|
|
—
|
|
||||
Total
|
$
|
1,358
|
|
|
$
|
—
|
|
|
$
|
1,358
|
|
|
$
|
—
|
|
|
Position
|
|
Notional
Amount
|
|
Weighted
Average
Remaining
Maturity
In Years
|
|
Average
Exchange
Rate
|
||
Canadian Dollar/USD
|
Sell
|
|
$
|
10,208,460
|
|
|
0.2
|
|
1.06
|
Singapore Dollar/USD
|
Sell
|
|
$
|
1,973,834
|
|
|
1.0
|
|
1.26
|
Hong Kong Dollar/USD
|
Sell
|
|
$
|
1,558,146
|
|
|
1.0
|
|
7.75
|
Australian Dollar/USD
|
Sell
|
|
$
|
3,030,088
|
|
|
1.0
|
|
0.87
|
USD/British Pound
|
Sell
|
|
£
|
1,900,000
|
|
|
0.7
|
|
1.6533
|
EURO/British Pound
|
Sell
|
|
£
|
8,000,000
|
|
|
0.5
|
|
0.8317
|
Interest Rate Swap
|
|
|
$
|
170,625,000
|
|
|
2.6
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues
|
$
|
9,763
|
|
|
$
|
11,132
|
|
|
$
|
12,819
|
|
Gross profit (loss)
|
(4,255
|
)
|
|
(645
|
)
|
|
445
|
|
|||
Operating expenses
|
1,973
|
|
|
2,038
|
|
|
1,615
|
|
|||
Closure charges of welding business
|
5,019
|
|
|
—
|
|
|
—
|
|
|||
Operating loss
|
(11,247
|
)
|
|
2,683
|
|
|
(1,170
|
)
|
|||
Loss before tax benefits
|
(10,731
|
)
|
|
(2,904
|
)
|
|
(1,206
|
)
|
|||
Tax benefits
|
4,270
|
|
|
1,191
|
|
|
619
|
|
|||
Net loss
|
(6,461
|
)
|
|
(1,713
|
)
|
|
(587
|
)
|
|
2013
|
|
2012
|
||||
Restricted cash
|
$
|
1,193
|
|
|
$
|
1,192
|
|
Receivables, net
|
4,038
|
|
|
4,380
|
|
||
Costs and estimated earnings in excess of billings
|
4
|
|
|
2,775
|
|
||
Inventories
|
—
|
|
|
386
|
|
||
Prepaid expenses and other current assets
|
200
|
|
|
253
|
|
||
Property, plant and equipment, less accumulated depreciation
|
1,118
|
|
|
2,803
|
|
||
Other assets
|
1,803
|
|
|
4,021
|
|
||
Total assets
|
$
|
8,356
|
|
|
$
|
15,810
|
|
Accounts payable
|
$
|
2,050
|
|
|
$
|
3,225
|
|
Accrued expenses
|
20
|
|
|
1,660
|
|
||
Deferred tax liability
|
197
|
|
|
—
|
|
||
Total liabilities
|
$
|
2,267
|
|
|
$
|
4,885
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Energy and Mining
|
$
|
562,119
|
|
|
$
|
513,975
|
|
|
$
|
420,411
|
|
North American Water and Wastewater
|
359,536
|
|
|
317,338
|
|
|
357,507
|
|
|||
International Water and Wastewater
|
109,602
|
|
|
111,035
|
|
|
130,734
|
|
|||
Commercial and Structural
|
60,163
|
|
|
74,483
|
|
|
17,114
|
|
|||
Total revenues
|
$
|
1,091,420
|
|
|
$
|
1,016,831
|
|
|
$
|
925,766
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
Energy and Mining
|
$
|
38,395
|
|
|
$
|
59,994
|
|
|
$
|
36,181
|
|
North American Water and Wastewater
|
33,029
|
|
|
22,057
|
|
|
6,749
|
|
|||
International Water and Wastewater
|
208
|
|
|
(9,384
|
)
|
|
3,488
|
|
|||
Commercial and Structural
|
(4,750
|
)
|
|
9,136
|
|
|
(711
|
)
|
|||
Total operating income
|
$
|
66,882
|
|
|
$
|
81,803
|
|
|
$
|
45,707
|
|
|
|
|
|
|
|
||||||
Total assets:
|
|
|
|
|
|
||||||
Energy and Mining
|
$
|
723,468
|
|
|
$
|
569,109
|
|
|
$
|
465,792
|
|
North American Water and Wastewater
|
263,173
|
|
|
268,097
|
|
|
281,353
|
|
|||
International Water and Wastewater
|
112,546
|
|
|
120,466
|
|
|
139,723
|
|
|||
Commercial and Structural
|
139,058
|
|
|
142,561
|
|
|
128,358
|
|
|||
Corporate
|
116,317
|
|
|
101,851
|
|
|
96,336
|
|
|||
Discontinued Operations
|
8,356
|
|
|
15,810
|
|
|
13,402
|
|
|||
Total assets
|
$
|
1,362,918
|
|
|
$
|
1,217,894
|
|
|
$
|
1,124,964
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Energy and Mining
|
$
|
15,367
|
|
|
$
|
34,796
|
|
|
$
|
11,092
|
|
North American Water and Wastewater
|
4,858
|
|
|
3,023
|
|
|
3,378
|
|
|||
International Water and Wastewater
|
3,500
|
|
|
4,382
|
|
|
3,706
|
|
|||
Commercial and Structural
|
470
|
|
|
443
|
|
|
43
|
|
|||
Corporate
|
1,890
|
|
|
2,094
|
|
|
3,052
|
|
|||
Total capital expenditures
|
$
|
26,085
|
|
|
$
|
44,738
|
|
|
$
|
21,271
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization:
|
|
|
|
|
|
||||||
Energy and Mining
|
$
|
21,954
|
|
|
$
|
18,175
|
|
|
$
|
16,106
|
|
North American Water and Wastewater
|
8,398
|
|
|
8,886
|
|
|
9,405
|
|
|||
International Water and Wastewater
|
4,304
|
|
|
4,405
|
|
|
4,735
|
|
|||
Commercial and Structural
|
3,850
|
|
|
4,509
|
|
|
1,183
|
|
|||
Corporate
|
1,823
|
|
|
1,683
|
|
|
4,103
|
|
|||
Total depreciation and amortization
|
$
|
40,329
|
|
|
$
|
37,658
|
|
|
$
|
35,532
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenues:
|
|
|
|
|
|
||||||
United States
|
$
|
672,192
|
|
|
$
|
589,027
|
|
|
$
|
539,378
|
|
Canada
|
179,236
|
|
|
180,283
|
|
|
178,739
|
|
|||
Europe
|
90,646
|
|
|
86,883
|
|
|
102,471
|
|
|||
Other foreign
|
149,346
|
|
|
160,638
|
|
|
105,178
|
|
|||
Total revenues
|
$
|
1,091,420
|
|
|
$
|
1,016,831
|
|
|
$
|
925,766
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
United States
|
$
|
24,977
|
|
|
$
|
40,676
|
|
|
$
|
(1,042
|
)
|
Canada
|
28,955
|
|
|
31,376
|
|
|
31,892
|
|
|||
Europe
|
6,276
|
|
|
6,196
|
|
|
9,391
|
|
|||
Other foreign
|
6,674
|
|
|
3,555
|
|
|
5,466
|
|
|||
Total operating income
|
$
|
66,882
|
|
|
$
|
81,803
|
|
|
$
|
45,707
|
|
|
|
|
|
|
|
||||||
Long-lived assets:
(1)
|
|
|
|
|
|
||||||
United States
|
$
|
154,367
|
|
|
$
|
151,337
|
|
|
$
|
144,151
|
|
Canada
|
28,539
|
|
|
28,724
|
|
|
22,998
|
|
|||
Europe
|
10,007
|
|
|
16,396
|
|
|
12,474
|
|
|||
Other foreign
|
12,806
|
|
|
14,040
|
|
|
12,693
|
|
|||
Total long-lived assets
|
$
|
205,719
|
|
|
$
|
210,497
|
|
|
$
|
192,316
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
(1)
|
|
Fourth
Quarter
(1)
|
||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
225,976
|
|
|
$
|
242,100
|
|
|
$
|
307,665
|
|
|
$
|
315,679
|
|
Gross profit
|
|
48,137
|
|
|
58,568
|
|
|
69,411
|
|
|
70,905
|
|
||||
Operating income
|
|
6,818
|
|
|
15,823
|
|
|
22,032
|
|
|
22,209
|
|
||||
Income from continuing operations
|
|
4,258
|
|
|
18,396
|
|
|
14,623
|
|
|
14,730
|
|
||||
Loss from discontinued operations
|
|
(921
|
)
|
|
(4,977
|
)
|
|
(558
|
)
|
|
(5
|
)
|
||||
Net income
|
|
3,337
|
|
|
13,419
|
|
|
14,065
|
|
|
14,725
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.10
|
|
|
$
|
0.47
|
|
|
$
|
0.37
|
|
|
$
|
0.38
|
|
Loss from discontinued operations
|
|
(0.03
|
)
|
|
(0.13
|
)
|
|
(0.01
|
)
|
|
0.00
|
|
||||
Net income
|
|
$
|
0.07
|
|
|
$
|
0.34
|
|
|
$
|
0.36
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.09
|
|
|
$
|
0.47
|
|
|
$
|
0.37
|
|
|
$
|
0.37
|
|
Loss from discontinued operations
|
|
(0.03
|
)
|
|
(0.13
|
)
|
|
(0.01
|
)
|
|
0.00
|
|
||||
Net income
|
|
$
|
0.06
|
|
|
$
|
0.34
|
|
|
$
|
0.36
|
|
|
$
|
0.37
|
|
|
|
First
Quarter
|
|
Second
Quarter
(2)
|
|
Third
Quarter
(2)
|
|
Fourth
Quarter
(2)
|
||||||||
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
|
$
|
227,879
|
|
|
$
|
254,490
|
|
|
$
|
262,867
|
|
|
$
|
271,595
|
|
Gross profit
|
|
52,572
|
|
|
62,219
|
|
|
62,931
|
|
|
66,032
|
|
||||
Operating income
|
|
11,187
|
|
|
18,654
|
|
|
26,865
|
|
|
25,097
|
|
||||
Income from continuing operations
|
|
7,342
|
|
|
12,191
|
|
|
21,170
|
|
|
17,859
|
|
||||
Loss from discontinued operations
|
|
(192
|
)
|
|
(253
|
)
|
|
(435
|
)
|
|
(833
|
)
|
||||
Net income
|
|
7,150
|
|
|
11,938
|
|
|
20,735
|
|
|
17,026
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
$
|
0.51
|
|
|
$
|
0.40
|
|
Loss from discontinued operations
|
|
0.00
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
||||
Net income
|
|
$
|
0.17
|
|
|
$
|
0.29
|
|
|
$
|
0.50
|
|
|
$
|
0.38
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
$
|
0.50
|
|
|
$
|
0.40
|
|
Loss from discontinued operations
|
|
0.00
|
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.02
|
)
|
||||
Net income
|
|
$
|
0.17
|
|
|
$
|
0.29
|
|
|
$
|
0.49
|
|
|
$
|
0.38
|
|
Dated: February 28, 2014
|
AEGION CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ J. Joseph Burgess
|
|
|
|
J. Joseph Burgess
|
|
|
|
President and Chief Executive Officer
|
|
Signature
|
Title
|
Date
|
|
|
|
/s/ J. Joseph Burgess
|
Principal Executive Officer and
|
February 28, 2014
|
J. Joseph Burgess
|
Director
|
|
|
|
|
/s/ David A. Martin
|
Principal Financial Officer and
|
February 28, 2014
|
David A. Martin
|
Principal Accounting Officer
|
|
|
|
|
/s/ Stephen P. Cortinovis
|
Director
|
February 28, 2014
|
Stephen P. Cortinovis
|
|
|
|
|
|
/s/ Stephanie A. Cuskley
|
Director
|
February 28, 2014
|
Stephanie A. Cuskley
|
|
|
|
|
|
/s/ John P. Dubinsky
|
Director
|
February 28, 2014
|
John P. Dubinsky
|
|
|
|
|
|
/s/ Charles R. Gordon
|
Director
|
February 28, 2014
|
Charles R. Gordon
|
|
|
|
|
|
/s/ Juanita H. Hinshaw
|
Director
|
February 28, 2014
|
Juanita H. Hinshaw
|
|
|
|
|
|
/s/ M. Richard Smith
|
Director
|
February 28, 2014
|
M. Richard Smith
|
|
|
|
|
|
/s/ Alfred L. Woods
|
Director
|
February 28, 2014
|
Alfred L. Woods
|
|
|
|
|
|
/s/ Phillip D. Wright
|
Director
|
February 28, 2014
|
Phillip D. Wright
|
|
|
3.1
|
Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K12B filed on October 26, 2011), and Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.3 to the current report on Form 8-K12B filed on October 26, 2011).
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|
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3.2
|
Certificate of Correction of the Certificate of Incorporation of the Company, filed herewith.
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|
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3.3
|
By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the current report on Form 8-K12B filed October 26, 2011).
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|
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10.1
|
Agreement of Merger and Plan of Reorganization, dated October 19, 2011, by and among Insituform Technologies, Inc., Aegion Corporation and Insituform MergerSub, Inc. (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K12B filed October 26, 2011).
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|
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10.2
|
Assignment and Assumption Agreement, dated October 25, 2011, between Insituform Technologies, Inc. and Aegion Corporation (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K12B filed October 26, 2011).
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|
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10.3
|
Amended and Restated 2001 Non-Employee Director Equity Incentive Plan of the Company (incorporated by reference to Appendix B to the definitive proxy statement on Schedule 14A filed on April 16, 2003 in connection with the 2003 annual meeting of stockholders).
(2)
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|
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10.4
|
2006 Employee Equity Incentive Plan of the Company (incorporated by reference to Appendix C to the definitive proxy statement on Schedule 14A filed on March 10, 2006 in connection with the 2006 annual meeting of stockholders), as amended on April 14, 2006 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on April 14, 2006).
(2)
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|
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10.5
|
2006 Non-Employee Director Equity Plan of the Company (incorporated by reference to Appendix B to the definitive proxy statement on Schedule 14A filed on March 10, 2006 in connection with the 2006 annual meeting of stockholders).
(2)
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|
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10.6
|
2009 Employee Equity Incentive Plan of the Company (incorporated by reference to Appendix A to the definitive proxy statement on Schedule 14A filed on March 25, 2009, as revised on April 7, 2009, in connection with the 2009 annual meeting of stockholders).
(2)
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|
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10.7
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2011 Non-Employee Director Equity Plan of the Company (incorporated by reference to Appendix A to the definitive proxy statement on Schedule 14A filed on March 18, 2011 in connection with the 2011 annual meeting of stockholders).
(2)
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|
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10.8
|
2013 Employee Equity Incentive Plan of the Company (incorporated by reference to Appendix A to the definitive proxy statement on Schedule 14A filed on April 3, 2013 in connection with the 2013 annual meeting of stockholders).
(2)
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|
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10.9
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Employee Stock Purchase Plan of the Company (incorporated by reference to Appendix A to the definitive proxy statement on Schedule 14A filed on March 15, 2007 in connection with the 2007 annual meeting of stockholders).
(2)
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|
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10.10
|
Senior Management Voluntary Deferred Compensation Plan, as amended and restated effective January 1, 2014, filed herewith.
(2)
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|
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10.11
|
2011 Executive Performance Plan of the Company (incorporated by reference to Appendix B to the definitive proxy statement on Schedule 14A filed on March 18, 2011 in connection with the 2011 annual meeting of stockholders).
(2)
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10.12
|
Form of Directors’ Indemnification Agreement (incorporated by reference to Exhibit 10.13 to the annual report on Form 10-K for the year ended December 31, 2011).
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|
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10.13
|
Employment Letter between the Company and J. Joseph Burgess dated April 14, 2008 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on April 10, 2008).
(2)
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|
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10.14
|
Employment Letter between the Company and Brian J. Clarke dated February 14, 2011 (incorporated by reference to Exhibit 10.16 to the annual report on Form 10-K for the year ended December 31, 2011).
(2)
|
|
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10.15
|
Credit Agreement among the Company and certain of its domestic subsidiaries and Bank of America, N.A., JP Morgan Chase Bank, N.A. and certain other lenders party thereto dated August 31, 2011 (the “Credit Agreement”) (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q for the quarter ended September 30, 2011).
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10.16
|
First Amendment to Credit Agreement, dated November 2, 2012 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on November 5, 2012).
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10.17
|
Second Amendment to Credit Agreement, dated May 6, 2013 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on June 25, 2013).
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|
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10.18
|
Third Amendment to Credit Agreement and Consent, dated June 21, 2013 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on June 25, 2013).
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|
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10.19
|
Credit Agreement, dated as of July 1, 2013, among Aegion Corporation, the Guarantors and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on July 5, 2013).
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10.20
|
Equity Purchase Agreement by and among Energy & Mining Holding Company, LLC, Aegion Corporation, Brinderson, L.P., General Energy Services, Gary Brinderson (solely for purposes of Section 6.4, Section 6.7 and Article X), Energy Constructors, Inc. (solely for purposes of Section 6.15 and Article X) and equity holders listed on the signature pages thereto, dated June 24, 2013 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed on June 25, 2013).
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10.21
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First Amendment to Equity Purchase Agreement, dated as of June 30, 2013, by and between Energy & Mining Holding Company, LLC and Tim W. Carr, Southpac Trust International, Inc. and Richard B. Fontaine, Trustees of the BCSD Trust dated 1/28/93, as amended and restated (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed on July 5, 2013).
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21
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Subsidiaries of the Company, filed herewith.
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|
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23
|
Consent of PricewaterhouseCoopers LLP, filed herewith.
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24
|
Power of Attorney (set forth on signature page).
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31.1
|
Certification of J. Joseph Burgess pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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31.2
|
Certification of David A. Martin pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.1
|
Certification of J. Joseph Burgess pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32.2
|
Certification of David A. Martin pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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101.INS
|
XBRL Instance Document*
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
|
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101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
(1)
|
The Company’s current, quarterly and annual reports are filed with the Securities and Exchange Commission under file no. 0-10786.
|
(2)
|
Management contract or compensatory plan or arrangement.
|
/s/ David F. Morris
|
David F. Morris
Senior Vice President, Chief Administrative Officer
and General Counsel
|
Company Name
|
Place of Incorporation
|
Aegion Rehabilitation Services Limited
|
United Kingdom
|
Bayou Coating, LLC
1
|
Louisiana
|
Bayou Perma-Pipe Canada, Ltd.
2
|
Alberta, Canada
|
Bayou Wasco Insulation, LLC
3
|
Delaware
|
Brinderson, LP
|
California
|
Brinderson Constructors, Inc.
|
California
|
Brinderson Holdings, Inc.
|
Delaware
|
Brinderson Services, LLC
|
Delaware
|
Commercial Coating Services International, LLC
|
Texas
|
Corrpower International Limited
4
|
Saudi Arabia
|
Corrpro Canada Holdings, Inc.
|
Delaware
|
Corrpro Canada, Inc.
|
Alberta, Canada
|
Corrpro Companies Engineering Ltd.
|
United Kingdom
|
Corrpro Companies Europe Ltd.
|
United Kingdom
|
Corrpro Companies, Inc.
|
Ohio
|
Corrpro Companies International, Inc.
|
Nevada
|
Corrpro Holdings LLC
|
Delaware
|
CRTS, Inc.
|
Oklahoma
|
Delta Double Jointing, LLC
5
|
Delaware
|
Energy & Mining Holding Company, LLC
|
Delaware
|
Fibrwrap Construction Chile S.A.
6
|
Republic of Chile
|
Fibrwrap Construction Colombia S.A.S.
|
Republic of Columbia
|
Fibrwrap Construction Latin America S.A.
|
Republic of Panama
|
Fibrwrap Construction (M) Sdn Bhd
|
Malaysia
|
Fibrwrap Construction Peru S.A.C.
7
|
Republic of Peru
|
Fibrwrap Construction Pte Ltd
|
Singapore
|
Fibrwrap Construction Services, Inc.
|
Delaware
|
Fibrwrap Construction Services Ltd.
|
British Columbia, Canada
|
Fibrwrap Construction Services USA, Inc.
|
Delaware
|
Fyfe Asia Pte. Ltd.
|
Singapore
|
Fyfe Borneo Sdn Bhd
8
|
Brunei
|
Fyfe Co. LLC
|
Delaware
|
Fyfe International Holdings B.V.
|
The Netherlands
|
Fyfe (Hong Kong) Limited
|
Hong Kong
|
Fyfe Japan Co. Ltd.
|
Japan
|
Fyfe - Latin America S.A.
|
Republic of Panama
|
Fyfe - Latin America S.A. de C.V.
|
Republic of El Salvador
|
General Energy Services
|
California
|
Grupo Meltzer Fibrwrap Costa Rica S.A.
9
|
Republic of Costa Rica
|
Hockway Middle East FZE
|
Ras Al Khaimah, UAE
|
Hockway Middle East FZE
|
Dubai, UAE
|
INA Acquisition Corp.
|
Delaware
|
Infrastructure Group Holdings, LLC
|
Delaware
|
Insitu Envirotech (S.E. Asia) Pte. Ltd.
|
Singapore
|
Insituform Asia Limited
|
Hong Kong
|
Insituform Belgium N.V.
|
Belgium
|
Insituform C.V.
|
The Netherlands
|
Insituform Cyprus Limited
|
Cyprus
|
Insituform Environmental Techniques Ltd.
10
|
Northern Ireland
|
Insituform Europe SAS
|
France
|
Insituform Holdings B.V.
|
The Netherlands
|
Insituform Holdings (UK) Limited
|
United Kingdom
|
Insituform Hong Kong Limited
|
Hong Kong
|
Insituform Limited Partnership
|
New Brunswick, Canada
|
Insituform Linings Asia Sdn Bhd
|
Malaysia
|
Insituform Linings Limited
|
United Kingdom
|
Insituform Netherlands Holdings, LLC
|
Delaware
|
Insituform Pacific Pty Limited
|
Australia
|
Insituform Pipeline Rehabilitation Private Limited
|
India
|
Insituform Rioolrenovatietechnieken B.V.
|
The Netherlands
|
Insituform Singapore Pte. Ltd.
|
Singapore
|
Insituform sp. z o.o.
|
Poland
|
Insituform SPML JV
11
|
India
|
Insituform Technologies C.V.
|
The Netherlands
|
Insituform Technologies Ibérica S.A.
|
Spain
|
Insituform Technologies Limited
|
Alberta, Canada
|
Insituform Technologies Limited
|
United Kingdom
|
Insituform Technologies, LLC
|
Delaware
|
Insituform Technologies Netherlands B.V.
|
The Netherlands
|
Insituform Technologies Netherlands Holdings, LLC
|
Delaware
|
Insituform Technologies USA, LLC
|
Delaware
|
ITI International Services Canada Ltd.
|
Alberta, Canada
|
ITI International Services, Inc.
|
Delaware
|
KA-TE Insituform AG
|
Switzerland
|
Mississippi Textiles Corporation
|
Mississippi
|
Ocean City Research Corporation
|
New Jersey
|
PT Fyfe Fibrwrap Indonesia
12
|
Indonesia
|
Specialized Fabrics, LLC
|
Washington
|
Technologie & Art Pte. Ltd.
|
Singapore
|
The Bayou Companies, LLC
|
Delaware
|
United Pipeline de Mexico S.A. de C.V.
13
|
Mexico
|
United Pipeline Middle East, Inc.
|
Delaware
|
United Pipeline Systems, Inc.
|
Nevada
|
United Pipeline Systems International, Inc.
|
Delaware
|
United Pipeline Systems Limited
|
Alberta, Canada
|
United Pipelines Inversiones Limitada
|
Chile
|
United Pipelines SRL
|
Argentina
|
United Rotolining, LLC
|
Delaware
|
United Sistemas de Revestimento em Tubulações Ltda.
|
Brazil
|
United Sistema de Tuberias Limitada
|
Chile
|
United Special Technical Services LLC
14
|
Oman
|
UPS-Aptec Limited
15
|
United Kingdom
|
Video Injection - Insituform SAS
|
France
|
WCU Corrosion Technologies Pte. Ltd.
16
|
Singapore
|
Wilson Walton Anti Corrosivos Ltd.
|
Portugal
|
Wilson Walton Group Ltd.
|
United Kingdom
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions)
|
/s/ J. Joseph Burgess
|
J. Joseph Burgess
President and Chief Executive Officer
(Principal Executive Officer)
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions)
|
/s/ David A. Martin
|
David A. Martin
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ J. Joseph Burgess
|
J. Joseph Burgess
President and Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ David A. Martin
|
David A. Martin
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|