x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended
September 30, 2017
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from
to
|
Aegion Corporation
|
(Exact name of registrant as specified in its charter)
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
|
|
|
Emerging growth company
¨
|
PART I—FINANCIAL INFORMATION
|
|
|
|
Item 1. Financial Statements (Unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PART II—OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarters Ended September 30,
|
|
For the Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
341,872
|
|
|
$
|
308,524
|
|
|
$
|
1,021,520
|
|
|
$
|
900,118
|
|
Cost of revenues
|
268,430
|
|
|
242,206
|
|
|
800,898
|
|
|
718,196
|
|
||||
Gross profit
|
73,442
|
|
|
66,318
|
|
|
220,622
|
|
|
181,922
|
|
||||
Operating expenses
|
54,610
|
|
|
45,277
|
|
|
165,465
|
|
|
146,808
|
|
||||
Goodwill impairment
|
45,390
|
|
|
—
|
|
|
45,390
|
|
|
—
|
|
||||
Definite-lived intangible asset impairment
|
41,032
|
|
|
—
|
|
|
41,032
|
|
|
—
|
|
||||
Acquisition and divestiture expenses
|
1,980
|
|
|
324
|
|
|
2,513
|
|
|
2,059
|
|
||||
Restructuring and related charges
|
5,439
|
|
|
212
|
|
|
5,439
|
|
|
8,544
|
|
||||
Operating income (loss)
|
(75,009
|
)
|
|
20,505
|
|
|
(39,217
|
)
|
|
24,511
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(3,962
|
)
|
|
(3,825
|
)
|
|
(12,014
|
)
|
|
(11,081
|
)
|
||||
Interest income
|
33
|
|
|
37
|
|
|
117
|
|
|
197
|
|
||||
Other
|
(798
|
)
|
|
288
|
|
|
(1,593
|
)
|
|
(1,183
|
)
|
||||
Total other expense
|
(4,727
|
)
|
|
(3,500
|
)
|
|
(13,490
|
)
|
|
(12,067
|
)
|
||||
Income (loss) before taxes on income
|
(79,736
|
)
|
|
17,005
|
|
|
(52,707
|
)
|
|
12,444
|
|
||||
Taxes (benefit) on income (loss)
|
(5,954
|
)
|
|
5,218
|
|
|
1,144
|
|
|
1,413
|
|
||||
Net income (loss)
|
(73,782
|
)
|
|
11,787
|
|
|
(53,851
|
)
|
|
11,031
|
|
||||
Non-controlling interests (income) loss
|
546
|
|
|
280
|
|
|
(2,414
|
)
|
|
666
|
|
||||
Net income (loss) attributable to Aegion Corporation
|
$
|
(73,236
|
)
|
|
$
|
12,067
|
|
|
$
|
(56,265
|
)
|
|
$
|
11,697
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share attributable to Aegion Corporation:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(2.23
|
)
|
|
$
|
0.35
|
|
|
$
|
(1.69
|
)
|
|
$
|
0.33
|
|
Diluted
|
$
|
(2.23
|
)
|
|
$
|
0.34
|
|
|
$
|
(1.69
|
)
|
|
$
|
0.33
|
|
|
For the Quarters Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss)
|
$
|
(73,782
|
)
|
|
$
|
11,787
|
|
|
$
|
(53,851
|
)
|
|
$
|
11,031
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Currency translation adjustments
|
(250
|
)
|
|
3,885
|
|
|
16,188
|
|
|
2,928
|
|
||||
Deferred gain (loss) on hedging activity, net of tax
(1)
|
89
|
|
|
895
|
|
|
265
|
|
|
(3,163
|
)
|
||||
Pension activity, net of tax
(2)
|
(9
|
)
|
|
90
|
|
|
(25
|
)
|
|
(83
|
)
|
||||
Total comprehensive income (loss)
|
(73,952
|
)
|
|
16,657
|
|
|
(37,423
|
)
|
|
10,713
|
|
||||
Comprehensive (income) loss attributable to non-controlling interests
|
480
|
|
|
365
|
|
|
(2,500
|
)
|
|
593
|
|
||||
Comprehensive income (loss) attributable to Aegion Corporation
|
$
|
(73,472
|
)
|
|
$
|
17,022
|
|
|
$
|
(39,923
|
)
|
|
$
|
11,306
|
|
(1)
|
Amounts presented net of tax of
$59
and
$617
for the quarters ended
September 30, 2017
and
2016
, respectively, and
$176
and
$(2,100)
for the nine months ended
September 30, 2017
and
2016
, respectively.
|
(2)
|
Amounts presented net of tax of
$(2)
and
$23
for the quarters ended
September 30, 2017
and
2016
, respectively, and
$(6)
and
$(21)
for the nine months ended
September 30, 2017
and
2016
, respectively.
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
94,787
|
|
|
$
|
129,500
|
|
Restricted cash
|
1,938
|
|
|
4,892
|
|
||
Receivables, net of allowances of $4,611 and $6,098, respectively
|
212,042
|
|
|
186,016
|
|
||
Retainage
|
33,119
|
|
|
33,643
|
|
||
Costs and estimated earnings in excess of billings
|
88,887
|
|
|
62,401
|
|
||
Inventories
|
68,721
|
|
|
63,953
|
|
||
Prepaid expenses and other current assets
|
37,016
|
|
|
51,832
|
|
||
Assets held for sale
|
78,223
|
|
|
—
|
|
||
Total current assets
|
614,733
|
|
|
532,237
|
|
||
Property, plant & equipment, less accumulated depreciation
|
110,790
|
|
|
156,747
|
|
||
Other assets
|
|
|
|
||||
Goodwill
|
259,791
|
|
|
298,619
|
|
||
Identified intangible assets, less accumulated amortization
|
141,084
|
|
|
194,911
|
|
||
Deferred income tax assets
|
2,393
|
|
|
1,848
|
|
||
Other assets
|
11,752
|
|
|
9,220
|
|
||
Total other assets
|
415,020
|
|
|
504,598
|
|
||
Total Assets
|
$
|
1,140,543
|
|
|
$
|
1,193,582
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
82,390
|
|
|
$
|
63,058
|
|
Accrued expenses
|
85,322
|
|
|
85,010
|
|
||
Billings in excess of costs and estimated earnings
|
46,678
|
|
|
62,698
|
|
||
Current maturities of long-term debt
|
26,556
|
|
|
19,835
|
|
||
Liabilities held for sale
|
19,990
|
|
|
—
|
|
||
Total current liabilities
|
260,936
|
|
|
230,601
|
|
||
Long-term debt, less current maturities
|
336,063
|
|
|
350,785
|
|
||
Deferred income tax liabilities
|
14,444
|
|
|
23,339
|
|
||
Other non-current liabilities
|
12,776
|
|
|
12,674
|
|
||
Total liabilities
|
624,219
|
|
|
617,399
|
|
||
|
|
|
|
||||
(See Commitments and Contingencies: Note 10)
|
|
|
|
|
|
||
|
|
|
|
||||
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 32,673,818 and 33,956,304, respectively
|
327
|
|
|
340
|
|
||
Additional paid-in capital
|
144,088
|
|
|
166,598
|
|
||
Retained earnings
|
398,797
|
|
|
455,062
|
|
||
Accumulated other comprehensive loss
|
(37,158
|
)
|
|
(53,500
|
)
|
||
Total stockholders’ equity
|
506,054
|
|
|
568,500
|
|
||
Non-controlling interests
|
10,270
|
|
|
7,683
|
|
||
Total equity
|
516,324
|
|
|
576,183
|
|
||
Total Liabilities and Equity
|
$
|
1,140,543
|
|
|
$
|
1,193,582
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Non-
Controlling
Interests
|
|
Total
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
BALANCE, December 31, 2015
|
36,053,499
|
|
|
$
|
361
|
|
|
$
|
199,951
|
|
|
$
|
425,574
|
|
|
$
|
(47,861
|
)
|
|
$
|
16,531
|
|
|
$
|
594,556
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
11,697
|
|
|
—
|
|
|
(666
|
)
|
|
11,031
|
|
||||||
Issuance of common stock upon stock option exercises, including tax benefit
|
18,193
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||
Issuance of shares pursuant to restricted stock units
|
14,034
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of shares pursuant to deferred stock unit awards
|
39,660
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted shares
|
(18,499
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares repurchased and retired
|
(1,967,347
|
)
|
|
(20
|
)
|
|
(36,577
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,597
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
7,689
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,689
|
|
||||||
Sale of non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,278
|
)
|
|
(7,278
|
)
|
||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,276
|
)
|
|
(1,276
|
)
|
||||||
Currency translation adjustment and derivative transactions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(391
|
)
|
|
73
|
|
|
(318
|
)
|
||||||
BALANCE, September 30, 2016
|
34,139,540
|
|
|
$
|
341
|
|
|
$
|
171,053
|
|
|
$
|
437,271
|
|
|
$
|
(48,252
|
)
|
|
$
|
7,384
|
|
|
$
|
567,797
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
BALANCE, December 31, 2016
|
33,956,304
|
|
|
$
|
340
|
|
|
$
|
166,598
|
|
|
$
|
455,062
|
|
|
$
|
(53,500
|
)
|
|
$
|
7,683
|
|
|
$
|
576,183
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,265
|
)
|
|
—
|
|
|
2,414
|
|
|
(53,851
|
)
|
||||||
Issuance of shares pursuant to restricted stock units
|
90,663
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Issuance of shares pursuant to performance units
|
49,672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of shares pursuant to deferred stock unit awards
|
30,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeitures of restricted shares
|
(1,084
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Shares repurchased and retired
|
(1,452,296
|
)
|
|
(14
|
)
|
|
(31,716
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,730
|
)
|
||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
9,206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,206
|
|
||||||
Investments from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
158
|
|
||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
(71
|
)
|
||||||
Currency translation adjustment and derivative transactions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,342
|
|
|
86
|
|
|
16,428
|
|
||||||
BALANCE, September 30, 2017
|
32,673,818
|
|
|
$
|
327
|
|
|
$
|
144,088
|
|
|
$
|
398,797
|
|
|
$
|
(37,158
|
)
|
|
$
|
10,270
|
|
|
$
|
516,324
|
|
|
For the Nine Months Ended
September 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(53,851
|
)
|
|
$
|
11,031
|
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
34,410
|
|
|
34,406
|
|
||
Gain on sale of fixed assets
|
(6
|
)
|
|
(1,960
|
)
|
||
Equity-based compensation expense
|
9,206
|
|
|
7,689
|
|
||
Deferred income taxes
|
(4,511
|
)
|
|
(613
|
)
|
||
Non-cash restructuring charges
|
102
|
|
|
300
|
|
||
Goodwill impairment
|
45,390
|
|
|
—
|
|
||
Definite-lived intangible asset impairment
|
41,032
|
|
|
—
|
|
||
Loss on foreign currency transactions
|
1,659
|
|
|
1,351
|
|
||
Other
|
(1,129
|
)
|
|
440
|
|
||
Changes in operating assets and liabilities (net of acquisitions):
|
|
|
|
||||
Restricted cash related to operating activities
|
1,117
|
|
|
1,704
|
|
||
Receivables net, retainage and costs and estimated earnings in excess of billings
|
(54,040
|
)
|
|
26,402
|
|
||
Inventories
|
(4,645
|
)
|
|
(510
|
)
|
||
Prepaid expenses and other assets
|
6,562
|
|
|
(3,094
|
)
|
||
Accounts payable and accrued expenses
|
23,726
|
|
|
(41,698
|
)
|
||
Billings in excess of costs and estimated earnings
|
(9,869
|
)
|
|
212
|
|
||
Other operating
|
(79
|
)
|
|
1,038
|
|
||
Net cash provided by operating activities
|
35,074
|
|
|
36,698
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(22,515
|
)
|
|
(31,485
|
)
|
||
Proceeds from sale of fixed assets
|
423
|
|
|
3,083
|
|
||
Patent expenditures
|
(340
|
)
|
|
(1,034
|
)
|
||
Restricted cash related to investing activities
|
2,000
|
|
|
(1,086
|
)
|
||
Purchase of Underground Solutions, Inc., net of cash acquired
|
—
|
|
|
(84,740
|
)
|
||
Other acquisition activity, net of cash acquired
|
(9,045
|
)
|
|
(11,567
|
)
|
||
Sale of interest in Bayou Perma-Pipe Canada, Ltd., net of cash disposed
|
—
|
|
|
6,599
|
|
||
Net cash used in investing activities
|
(29,477
|
)
|
|
(120,230
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock upon stock option exercises
|
—
|
|
|
37
|
|
||
Repurchase of common stock
|
(31,730
|
)
|
|
(36,597
|
)
|
||
Investments from non-controlling interests
|
158
|
|
|
—
|
|
||
Distributions to non-controlling interests
|
(71
|
)
|
|
(1,276
|
)
|
||
Payment of contingent consideration
|
(500
|
)
|
|
(500
|
)
|
||
Proceeds from notes payable
|
150
|
|
|
—
|
|
||
Proceeds from line of credit, net
|
14,000
|
|
|
36,000
|
|
||
Principal payments on long-term debt
|
(15,085
|
)
|
|
(13,125
|
)
|
||
Net cash used in financing activities
|
(33,078
|
)
|
|
(15,461
|
)
|
||
Effect of exchange rate changes on cash
|
1,677
|
|
|
561
|
|
||
Net decrease in cash and cash equivalents for the period
|
(25,804
|
)
|
|
(98,432
|
)
|
||
Cash and cash equivalents, beginning of year
|
129,500
|
|
|
211,696
|
|
||
Cash and cash equivalents, end of period
|
103,696
|
|
|
113,264
|
|
||
Cash and cash equivalents associated with assets held for sale, end of period
|
(8,909
|
)
|
|
—
|
|
||
Cash and cash equivalents from continuing operations, end of period
|
$
|
94,787
|
|
|
$
|
113,264
|
|
|
Quarters Ended September 30,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Revenues
|
|
Net Loss
|
|
Revenues
|
|
Net Income (Loss)
|
||||||||
Underground Solutions
(1)
|
$
|
9,304
|
|
|
$
|
(374
|
)
|
|
$
|
8,273
|
|
|
$
|
101
|
|
Fyfe Europe
(2)
|
35
|
|
|
(1,857
|
)
|
|
15
|
|
|
(202
|
)
|
||||
LMJ
(3)
|
342
|
|
|
(596
|
)
|
|
1,446
|
|
|
(134
|
)
|
||||
Concrete Solutions
(4)
|
1,561
|
|
|
(2,080
|
)
|
|
1,344
|
|
|
68
|
|
||||
Environmental Techniques
|
1,322
|
|
|
(166
|
)
|
|
N/A
|
|
|
N/A
|
|
(1)
|
The reported net income (loss) for Underground Solutions includes an allocation of corporate expenses of
$0.7 million
and
$0.3 million
in the quarters ended September 30, 2017 and 2016, respectively.
|
(2)
|
The reported net loss for Fyfe Europe in the quarter ended September 30, 2017 includes
$1.8 million
of impairment charges allocated from goodwill impairments at the Fyfe reporting unit (see Note 2).
|
(3)
|
The reported net loss for LMJ in the quarter ended September 30, 2017 includes 2017 Restructuring charges of
$0.1 million
.
|
(4)
|
The reported net loss for Concrete Solutions in the quarter ended September 30, 2017 includes
$2.2 million
of impairment charges allocated from goodwill impairments at the Fyfe reporting unit (see Note 2).
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Revenues
|
|
Net Loss
|
|
Revenues
|
|
Net Income (Loss)
|
||||||||
Underground Solutions
(1)
|
$
|
25,349
|
|
|
$
|
(2,049
|
)
|
|
$
|
23,916
|
|
|
$
|
(1,661
|
)
|
Fyfe Europe
(2)
|
396
|
|
|
(2,001
|
)
|
|
23
|
|
|
(300
|
)
|
||||
LMJ
(3)
|
2,702
|
|
|
(2,213
|
)
|
|
2,779
|
|
|
(221
|
)
|
||||
Concrete Solutions
(4)
|
4,276
|
|
|
(2,033
|
)
|
|
1,344
|
|
|
68
|
|
||||
Environmental Techniques
|
3,245
|
|
|
(561
|
)
|
|
N/A
|
|
|
N/A
|
|
(1)
|
The reported net loss for Underground Solutions in the nine months ended September 30, 2017 includes an allocation of corporate expenses of
$1.8 million
.
The reported net loss for Underground Solutions in the nine months ended September 30, 2016 includes inventory step-up expense of
$3.6 million
, recognized as part of the accounting for business combinations, and an allocation of corporate expenses of
$1.6 million
.
|
(2)
|
The reported net loss for Fyfe Europe in the nine months ended September 30, 2017 includes
$1.8 million
of impairment charges allocated from goodwill impairments at the Fyfe reporting unit (see Note 2).
|
(3)
|
The reported net loss for LMJ in the nine months ended September 30, 2017 includes 2017 Restructuring charges of
$0.1 million
.
|
(4)
|
The reported net loss for Concrete Solutions in the nine months ended September 30, 2017 includes
$2.2 million
of impairment charges allocated from goodwill impairments at the Fyfe reporting unit (see Note 2).
|
|
Quarters Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
(1)
|
|
2017
(1)
|
|
2016
(2)
|
||||||||
Revenues
|
$
|
341,872
|
|
|
$
|
310,022
|
|
|
$
|
1,022,402
|
|
|
$
|
915,289
|
|
Net income (loss) attributable to Aegion Corporation
(3)
|
(73,236
|
)
|
|
12,024
|
|
|
(56,438
|
)
|
|
12,171
|
|
||||
Diluted earnings (loss) per share
|
$
|
(2.23
|
)
|
|
$
|
0.34
|
|
|
$
|
(1.69
|
)
|
|
$
|
0.34
|
|
(1)
|
Includes pro-forma results related to Environmental Techniques.
|
(2)
|
Includes pro-forma results related to Environmental Techniques, Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions.
|
(3)
|
Includes pro-forma adjustments for depreciation and amortization associated with acquired tangible and intangible assets, as if those assets were recorded at the beginning of the year preceding the acquisition date.
|
|
Environmental
Techniques
|
||
Receivables and cost and estimated earnings in excess of billings
|
$
|
801
|
|
Inventories
|
1,281
|
|
|
Prepaid expenses and other current assets
|
93
|
|
|
Property, plant and equipment
|
2,147
|
|
|
Identified intangible assets
|
1,869
|
|
|
Deferred income tax assets
|
124
|
|
|
Accounts payable
|
(1,025
|
)
|
|
Accrued expenses
|
(186
|
)
|
|
Deferred income tax liabilities
|
(413
|
)
|
|
Total identifiable net assets
|
$
|
4,691
|
|
|
|
||
Total consideration recorded
|
$
|
8,046
|
|
Less: total identifiable net assets
|
4,691
|
|
|
Goodwill at September 30, 2017
|
$
|
3,355
|
|
|
September 30,
2017 |
|
December 31,
2016
|
||||
Currency translation adjustments
(1)
|
$
|
(38,993
|
)
|
|
$
|
(54,863
|
)
|
Derivative hedging activity
|
1,445
|
|
|
1,004
|
|
||
Pension activity
|
390
|
|
|
359
|
|
||
Total accumulated other comprehensive loss
|
$
|
(37,158
|
)
|
|
$
|
(53,500
|
)
|
(1)
|
Due to the weakening of the U.S. dollar, there was a substantial increase during the first nine months of 2017, primarily the second quarter of 2017, with respect to certain functional currencies and their relation to the U.S. dollar, most notably the Canadian dollar, Australian dollar, British pound and euro.
|
•
|
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 market capitalization below the Company’s book value; and
|
•
|
a significant change in regulations.
|
•
|
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.
|
Balance sheet data
(1)
|
September 30,
2017 (2) |
|
December 31,
2016 |
||||
Current assets
|
$
|
39,966
|
|
|
$
|
51,354
|
|
Non-current assets
|
25,068
|
|
|
25,607
|
|
||
Current liabilities
|
13,550
|
|
|
29,324
|
|
||
Non-current liabilities
|
26,583
|
|
|
28,849
|
|
|
Nine Months Ended September 30,
|
||||||
Income statement data
(1)
|
2017
|
|
2016
|
||||
Revenue
|
$
|
72,916
|
|
|
$
|
35,409
|
|
Gross profit
|
11,704
|
|
|
2,713
|
|
||
Net income (loss) attributable to Aegion Corporation
|
3,071
|
|
|
(3,869
|
)
|
(1)
|
During the first nine months of 2017, changes were primarily driven from our joint venture in Louisiana, which continued its work on a large deepwater pipe coating and insulation project.
|
(2)
|
Amounts include
$23.9 million
of assets and
$5.8 million
of liabilities classified as held for sale relating to our pipe coating and insulation joint venture in Louisiana, Bayou Wasco Insulation, LLC. See Note 5.
|
|
Infrastructure
Solutions
|
|
Corrosion
Protection
|
|
Total
|
||||||
Severance and benefit related costs
|
$
|
3,140
|
|
|
$
|
1,930
|
|
|
$
|
5,070
|
|
Lease termination costs
|
250
|
|
|
90
|
|
|
340
|
|
|||
Relocation and other moving costs
|
—
|
|
|
29
|
|
|
29
|
|
|||
Other restructuring costs
(1)
|
1,183
|
|
|
115
|
|
|
1,298
|
|
|||
Total pre-tax restructuring charges
(2)
|
$
|
4,573
|
|
|
$
|
2,164
|
|
|
$
|
6,737
|
|
(1)
|
Includes charges primarily related to exiting non-pipe related contract applications for the Tyfo
®
Fibrwrap
®
system in North America and right-sizing the cathodic protection services operation in Canada, inclusive of wind-down costs, professional fees, fixed asset disposals and certain other restructuring and related charges.
|
(2)
|
Includes
$0.8 million
of corporate-related restructuring charges that have been allocated to the reportable segments.
|
|
Infrastructure
Solutions
|
|
Corrosion
Protection
|
|
Total
(1)
|
||||||
Cost of revenues
|
$
|
30
|
|
|
$
|
15
|
|
|
$
|
45
|
|
Operating expenses
|
1,153
|
|
|
100
|
|
|
1,253
|
|
|||
Restructuring and related charges
|
3,390
|
|
|
2,049
|
|
|
5,439
|
|
|||
Total pre-tax restructuring charges
|
$
|
4,573
|
|
|
$
|
2,164
|
|
|
$
|
6,737
|
|
(1)
|
Total pre-tax restructuring charges include cash charges of
$6.6 million
and non-cash charges of
$0.1 million
. Cash charges consist of charges incurred during the quarter that will be settled in cash, either during the current period or future periods.
|
|
2017
Charge to Income |
|
Utilized in 2017
|
|
Reserves at
September 30, 2017 |
||||||||||
|
|
Cash
(1)
|
|
Non-Cash
|
|
||||||||||
Severance and benefit related costs
|
$
|
5,070
|
|
|
$
|
1,639
|
|
|
$
|
—
|
|
|
$
|
3,431
|
|
Lease termination costs
|
340
|
|
|
264
|
|
|
—
|
|
|
76
|
|
||||
Relocation and other moving costs
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
|
||||
Other restructuring costs
|
1,298
|
|
|
521
|
|
|
77
|
|
|
700
|
|
||||
Total pre-tax restructuring charges
|
$
|
6,737
|
|
|
$
|
2,453
|
|
|
$
|
77
|
|
|
$
|
4,207
|
|
(1)
|
Refers to cash utilized to settle charges during the third quarter of 2017.
|
|
Quarter Ended September 30, 2016
|
||||||||||||||
|
Infrastructure
Solutions
|
|
Corrosion
Protection
|
|
Energy
Services
|
|
Total
|
||||||||
Severance and benefit related costs
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
98
|
|
|
$
|
146
|
|
Relocation and other moving costs
|
—
|
|
|
—
|
|
|
66
|
|
|
66
|
|
||||
Other restructuring costs
(1)
|
(31
|
)
|
|
130
|
|
|
976
|
|
|
1,075
|
|
||||
Total pre-tax restructuring charges (reversals)
(2)
|
$
|
(31
|
)
|
|
$
|
178
|
|
|
$
|
1,140
|
|
|
$
|
1,287
|
|
(1)
|
Includes charges primarily related to downsizing the Company’s upstream operations in California, inclusive of wind-down costs, professional fees, fixed asset disposals and certain other restructuring charges.
|
(2)
|
Includes less than
$0.1 million
of corporate-related restructuring charges that have been allocated to the reportable segments.
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||
|
Infrastructure
Solutions
|
|
Corrosion
Protection
|
|
Energy
Services
|
|
Total
|
||||||||
Severance and benefit related costs
|
$
|
2,256
|
|
|
$
|
3,182
|
|
|
$
|
1,501
|
|
|
$
|
6,939
|
|
Lease termination costs
|
—
|
|
|
—
|
|
|
969
|
|
|
969
|
|
||||
Relocation and other moving costs
|
307
|
|
|
62
|
|
|
200
|
|
|
569
|
|
||||
Other restructuring costs
(1)
|
777
|
|
|
628
|
|
|
4,909
|
|
|
6,314
|
|
||||
Total pre-tax restructuring charges
(2)
|
$
|
3,340
|
|
|
$
|
3,872
|
|
|
$
|
7,579
|
|
|
$
|
14,791
|
|
(1)
|
Includes charges primarily related to downsizing the Company’s upstream operations in California, inclusive of wind-down costs, professional fees, fixed asset disposals and certain other restructuring charges.
|
(2)
|
Includes
$1.2 million
of corporate-related restructuring charges that have been allocated to the reportable segments.
|
|
Quarter Ended September 30, 2016
|
|
Nine Months Ended September 30, 2016
|
||||||||||||||||||||||||||||
|
Infrastructure
Solutions
|
|
Corrosion
Protection
|
|
Energy
Services
|
|
Total
(1)
|
|
Infrastructure
Solutions |
|
Corrosion
Protection |
|
Energy
Services |
|
Total
(1)
|
||||||||||||||||
Cost of revenues
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
130
|
|
|
$
|
—
|
|
|
$
|
189
|
|
|
$
|
—
|
|
|
$
|
189
|
|
Operating expenses
|
(31
|
)
|
|
—
|
|
|
976
|
|
|
945
|
|
|
528
|
|
|
439
|
|
|
4,909
|
|
|
5,876
|
|
||||||||
Restructuring and related charges
|
|
|
48
|
|
|
164
|
|
|
212
|
|
|
2,563
|
|
|
3,244
|
|
|
2,670
|
|
|
8,477
|
|
|||||||||
Other expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
—
|
|
|
249
|
|
||||||||
Total pre-tax charges
|
$
|
(31
|
)
|
|
$
|
178
|
|
|
$
|
1,140
|
|
|
$
|
1,287
|
|
|
$
|
3,340
|
|
|
$
|
3,872
|
|
|
$
|
7,579
|
|
|
$
|
14,791
|
|
(1)
|
Total pre-tax restructuring charges include cash charges of
$1.0 million
and non-cash charges of
$0.3 million
for the quarter ended September 30, 2016 and cash charges of
$14.0 million
and non-cash charges of
$0.8 million
for the nine months ended September 30, 2016. Cash charges consist of charges incurred during the period that will be settled in cash, either during the current period or future periods.
|
|
Reserves at
December 31,
2016
|
|
Cash
Utilized in
2017
(1)
|
|
Reserves at
September 30, 2017 |
||||||
|
|
||||||||||
Severance and benefit related costs
|
$
|
645
|
|
|
$
|
549
|
|
|
$
|
96
|
|
Lease termination costs
|
125
|
|
|
125
|
|
|
—
|
|
|||
Relocation and other moving costs
|
10
|
|
|
10
|
|
|
—
|
|
|||
Other restructuring costs
|
120
|
|
|
66
|
|
|
54
|
|
|||
Total pre-tax restructuring charges
|
$
|
900
|
|
|
$
|
750
|
|
|
$
|
150
|
|
(1)
|
Refers to cash utilized to settle charges that were reserved at December 31, 2016.
|
|
2016
Charge to Income |
|
Utilized in 2016
|
|
Reserves at
September 30, 2016 |
||||||||||
|
|
Cash
(1)
|
|
Non-Cash
|
|
||||||||||
Severance and benefit related costs
|
$
|
6,939
|
|
|
$
|
5,835
|
|
|
$
|
—
|
|
|
$
|
1,104
|
|
Lease termination costs
|
969
|
|
|
969
|
|
|
—
|
|
|
—
|
|
||||
Relocation and other moving costs
|
569
|
|
|
569
|
|
|
—
|
|
|
—
|
|
||||
Other restructuring costs
|
6,314
|
|
|
5,549
|
|
|
765
|
|
|
—
|
|
||||
Total pre-tax restructuring charges
|
$
|
14,791
|
|
|
$
|
12,922
|
|
|
$
|
765
|
|
|
$
|
1,104
|
|
(1)
|
Refers to cash utilized to settle charges during the first nine months of 2016.
|
|
Quarters Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Weighted average number of common shares used for basic EPS
|
32,905,142
|
|
|
34,462,579
|
|
|
33,363,472
|
|
|
34,977,469
|
|
Effect of dilutive stock options and restricted and deferred stock unit awards
|
—
|
|
|
518,411
|
|
|
—
|
|
|
462,562
|
|
Weighted average number of common shares and dilutive potential common stock used in dilutive EPS
|
32,905,142
|
|
|
34,980,990
|
|
|
33,363,472
|
|
|
35,440,031
|
|
|
September 30,
2017 |
||
Assets held for sale:
|
|
||
Current assets:
|
|
||
Cash and cash equivalents
|
$
|
8,910
|
|
Receivables, net
|
9,121
|
|
|
Costs and estimated earnings in excess of billings
|
831
|
|
|
Inventories
|
3,141
|
|
|
Prepaid expenses and other current assets
|
1,201
|
|
|
Total current assets
|
23,204
|
|
|
Property, plant & equipment, less accumulated depreciation
|
51,803
|
|
|
Identified intangible assets, less accumulated amortization
|
3,216
|
|
|
Total assets held for sale
|
$
|
78,223
|
|
|
|
||
Liabilities held for sale:
|
|
||
Current liabilities
|
|
||
Accounts payable
|
$
|
2,196
|
|
Accrued expenses
|
3,373
|
|
|
Billings in excess of costs and estimated earnings
|
6,645
|
|
|
Total current liabilities
|
12,214
|
|
|
Long-term debt
|
7,689
|
|
|
Other non-current liabilities
|
87
|
|
|
Total liabilities held for sale
|
$
|
19,990
|
|
|
|
||
Non-controlling interests
|
$
|
2,957
|
|
|
Infrastructure
Solutions |
|
Corrosion
Protection |
|
Energy
Services |
|
Total
|
||||||||
Balance, January 1, 2017:
|
|
|
|
|
|
|
|
||||||||
Goodwill, gross
|
$
|
239,494
|
|
|
$
|
73,875
|
|
|
$
|
80,246
|
|
|
$
|
393,615
|
|
Accumulated impairment losses
|
(16,069
|
)
|
|
(45,400
|
)
|
|
(33,527
|
)
|
|
(94,996
|
)
|
||||
Goodwill, net
|
223,425
|
|
|
28,475
|
|
|
46,719
|
|
|
298,619
|
|
||||
2017 Activity:
|
|
|
|
|
|
|
|
||||||||
Acquisitions
(1)
|
3,355
|
|
|
—
|
|
|
—
|
|
|
3,355
|
|
||||
Impairments
(2)
|
(45,390
|
)
|
|
—
|
|
|
—
|
|
|
(45,390
|
)
|
||||
Foreign currency translation
|
2,642
|
|
|
565
|
|
|
—
|
|
|
3,207
|
|
||||
Balance, September 30, 2017:
|
|
|
|
|
|
|
|
||||||||
Goodwill, gross
|
245,491
|
|
|
74,440
|
|
|
80,246
|
|
|
400,177
|
|
||||
Accumulated impairment losses
|
(61,459
|
)
|
|
(45,400
|
)
|
|
(33,527
|
)
|
|
(140,386
|
)
|
||||
Goodwill, net
|
$
|
184,032
|
|
|
$
|
29,040
|
|
|
$
|
46,719
|
|
|
$
|
259,791
|
|
(1)
|
During the first
nine months
of 2017, the Company recorded goodwill of
$3.4 million
related to the acquisition of Environmental Techniques (see Note 1).
|
(2)
|
During the third quarter of 2017, the Company recorded a
$45.4 million
goodwill impairment to its Fyfe reporting unit, which is included in the Infrastructure Solutions reportable segment (see Note 2).
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Weighted
Average
Useful
Lives
(Years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
License agreements
|
10.3
|
|
$
|
4,489
|
|
|
$
|
(3,578
|
)
|
|
$
|
911
|
|
|
$
|
4,418
|
|
|
$
|
(3,438
|
)
|
|
$
|
980
|
|
Leases
|
3.3
|
|
796
|
|
|
(512
|
)
|
|
284
|
|
|
2,065
|
|
|
(912
|
)
|
|
1,153
|
|
||||||
Trademarks
(1)(2)
|
10.5
|
|
15,448
|
|
|
(5,861
|
)
|
|
9,587
|
|
|
24,185
|
|
|
(7,868
|
)
|
|
16,317
|
|
||||||
Non-competes
|
1.6
|
|
1,196
|
|
|
(1,020
|
)
|
|
176
|
|
|
1,308
|
|
|
(1,054
|
)
|
|
254
|
|
||||||
Customer relationships
(1)(2)
|
10.1
|
|
160,414
|
|
|
(54,184
|
)
|
|
106,230
|
|
|
187,554
|
|
|
(53,830
|
)
|
|
133,724
|
|
||||||
Patents and acquired technology
(2)
|
9.3
|
|
45,146
|
|
|
(21,250
|
)
|
|
23,896
|
|
|
66,222
|
|
|
(23,739
|
)
|
|
42,483
|
|
||||||
|
|
|
$
|
227,489
|
|
|
$
|
(86,405
|
)
|
|
$
|
141,084
|
|
|
$
|
285,752
|
|
|
$
|
(90,841
|
)
|
|
$
|
194,911
|
|
(1)
|
During the first
nine months
of 2017, the Company recorded trademarks of
$0.1 million
and customer relationships of
$1.7 million
related to the acquisition of Environmental Techniques (see Note 1).
|
(2)
|
During the third quarter of 2017, the Company recorded intangible asset impairments related to restructuring and realignment efforts at Fyfe North America of
$3.4 million
for trademarks,
$20.8 million
for customer relationships and
$16.8 million
for patents and acquired technology (see Note 2).
|
2017
|
|
$
|
16,078
|
|
2018
|
|
14,102
|
|
|
2019
|
|
13,914
|
|
|
2020
|
|
13,766
|
|
|
2021
|
|
13,605
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Term note, due October 30, 2020, annualized rates of 3.26% and 3.08%, respectively
|
$
|
315,000
|
|
|
$
|
328,125
|
|
Line of credit, 3.23% and 2.96%, respectively
|
50,000
|
|
|
36,000
|
|
||
Other notes with interest rates from 3.26% to 6.50%
|
358
|
|
|
9,901
|
|
||
Subtotal
|
365,358
|
|
|
374,026
|
|
||
Less – Current maturities of long-term debt
|
26,556
|
|
|
19,835
|
|
||
Less – Unamortized loan costs
|
2,739
|
|
|
3,406
|
|
||
Total
|
$
|
336,063
|
|
|
$
|
350,785
|
|
•
|
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, but decreased, as scheduled, to not more than
3.50
to 1.00 beginning with the quarter ending June 30, 2017. At
September 30, 2017
, the Company’s consolidated financial leverage ratio was
2.98
to 1.00 and, using the Credit Facility defined income, the Company had the capacity to borrow up to
$65.9 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
September 30, 2017
, the Company’s fixed charge ratio was
1.90
to 1.00.
|
|
Nine Months Ended
September 30, 2017 |
|||||
|
Stock Awards
|
|
Weighted
Average
Award Date
Fair Value
|
|||
Outstanding at January 1, 2017
|
1,501,021
|
|
|
$
|
18.78
|
|
Restricted stock units awarded
|
248,547
|
|
|
22.96
|
|
|
Performance stock units awarded
|
213,436
|
|
|
23.04
|
|
|
Restricted shares distributed
|
(167,130
|
)
|
|
22.77
|
|
|
Restricted stock units distributed
|
(90,663
|
)
|
|
20.87
|
|
|
Performance stock units distributed
|
(49,672
|
)
|
|
21.95
|
|
|
Restricted shares forfeited
|
(1,084
|
)
|
|
23.01
|
|
|
Restricted stock units forfeited
|
(54,548
|
)
|
|
19.84
|
|
|
Performance stock units forfeited
|
(100,896
|
)
|
|
19.17
|
|
|
Outstanding at September 30, 2017
|
1,499,011
|
|
|
$
|
19.34
|
|
|
Nine Months Ended
September 30, 2017 |
|||||
|
Deferred
Stock
Units
|
|
Weighted
Average
Award Date
Fair Value
|
|||
Outstanding at January 1, 2017
|
253,445
|
|
|
$
|
19.93
|
|
Awarded
|
45,042
|
|
|
23.53
|
|
|
Distributed
|
(30,559
|
)
|
|
23.57
|
|
|
Outstanding at September 30, 2017
|
267,928
|
|
|
$
|
20.12
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Amount collected from stock option exercises
|
$
|
—
|
|
|
$
|
306
|
|
Total intrinsic value of stock option exercises
|
—
|
|
|
47
|
|
||
Tax shortfall of stock option exercises recorded in additional paid-in-capital
|
—
|
|
|
315
|
|
||
Aggregate intrinsic value of outstanding stock options
|
478
|
|
|
102
|
|
||
Aggregate intrinsic value of exercisable stock options
|
478
|
|
|
102
|
|
|
Quarters Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
(1)
|
|
2016
(2)
|
|
2017
(3)
|
|
2016
(4)
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Infrastructure Solutions
|
$
|
174,161
|
|
|
$
|
158,562
|
|
|
$
|
451,340
|
|
|
$
|
434,523
|
|
Corrosion Protection
|
102,276
|
|
|
95,084
|
|
|
353,381
|
|
|
281,939
|
|
||||
Energy Services
|
65,435
|
|
|
54,878
|
|
|
216,799
|
|
|
183,656
|
|
||||
Total revenues
|
$
|
341,872
|
|
|
$
|
308,524
|
|
|
$
|
1,021,520
|
|
|
$
|
900,118
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit:
|
|
|
|
|
|
|
|
||||||||
Infrastructure Solutions
|
$
|
41,189
|
|
|
$
|
40,566
|
|
|
$
|
106,803
|
|
|
$
|
109,485
|
|
Corrosion Protection
|
23,063
|
|
|
18,374
|
|
|
86,663
|
|
|
52,676
|
|
||||
Energy Services
|
9,190
|
|
|
7,378
|
|
|
27,156
|
|
|
19,761
|
|
||||
Total gross profit
|
$
|
73,442
|
|
|
$
|
66,318
|
|
|
$
|
220,622
|
|
|
$
|
181,922
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
Infrastructure Solutions
(5)
|
$
|
(73,786
|
)
|
|
$
|
18,573
|
|
|
$
|
(59,786
|
)
|
|
$
|
37,448
|
|
Corrosion Protection
(6)
|
(2,659
|
)
|
|
513
|
|
|
15,793
|
|
|
(7,626
|
)
|
||||
Energy Services
(7)
|
1,436
|
|
|
1,419
|
|
|
4,776
|
|
|
(5,311
|
)
|
||||
Total operating income (loss)
|
(75,009
|
)
|
|
20,505
|
|
|
(39,217
|
)
|
|
24,511
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(3,962
|
)
|
|
(3,825
|
)
|
|
(12,014
|
)
|
|
(11,081
|
)
|
||||
Interest income
|
33
|
|
|
37
|
|
|
117
|
|
|
197
|
|
||||
Other
(8)
|
(798
|
)
|
|
288
|
|
|
(1,593
|
)
|
|
(1,183
|
)
|
||||
Total other expense
|
(4,727
|
)
|
|
(3,500
|
)
|
|
(13,490
|
)
|
|
(12,067
|
)
|
||||
Income (loss) before taxes on income
|
$
|
(79,736
|
)
|
|
$
|
17,005
|
|
|
$
|
(52,707
|
)
|
|
$
|
12,444
|
|
(1)
|
Results include: (i)
$6.7 million
of 2017 Restructuring charges (see Note 3); (ii)
$45.4 million
of goodwill impairment charges (see Note 2); (iii)
$41.0 million
of definite-lived intangible asset impairment charges (see Note 2); and (iv)
$2.0 million
of costs incurred primarily related to the acquisition of Environmental Techniques and the planned divestiture of Bayou.
|
(2)
|
Results include: (i)
$1.3 million
of 2016 Restructuring charges (see Note 3); and (ii)
$0.3 million
of costs incurred primarily related to the acquisition of Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions.
|
(3)
|
Results include: (i)
$6.7 million
of 2017 Restructuring charges (see Note 3); (ii)
$45.4 million
of goodwill impairment charges (see Note 2); (iii)
$41.0 million
of definite-lived intangible asset impairment charges (see Note 2); and (iv)
$2.5 million
of costs incurred primarily related to the acquisition of Environmental Techniques and the planned divestiture of Bayou.
|
(4)
|
Results include: (i)
$14.8 million
of 2016 Restructuring charges (see Note 3); (ii)
$2.1 million
of costs incurred primarily related to the acquisition of Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions; and (iii) inventory step up expense of
$3.6 million
recognized as part of the accounting for business combinations (see Note 1).
|
(5)
|
Operating loss in the third quarter of 2017 includes: (i)
$4.6 million
of 2017 Restructuring charges (see Note 3); (ii)
$45.4 million
of goodwill impairment charges (see Note 2); (iii)
$41.0 million
of definite-lived intangible asset impairment charges (see Note 2); and (iv)
$0.1 million
of costs incurred primarily related to the acquisition of Environmental Techniques. Operating income in the third quarter of 2016 includes
$0.3 million
of costs incurred primarily related to the acquisition of Underground Solutions, Fyfe Europe, LMJ and Concrete Solutions.
|
(6)
|
Operating income (loss) in the quarter and nine months ended September 30, 2017 includes: (i)
$2.2 million
of 2017 Restructuring charges (see Note 3); and (ii)
$1.9 million
of costs incurred primarily related to the planned divestiture of Bayou.
|
(7)
|
Operating income in the quarter and nine months ended September 30, 2016 includes 2016 Restructuring charges of
$1.1 million
and
$7.6 million
, respectively (see Note 3).
|
(8)
|
Other expenses for the nine months ended September 30, 2016 includes 2016 Restructuring charges of
$0.3 million
(see Note 3).
|
|
Quarters Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
(1)
:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
250,815
|
|
|
$
|
232,734
|
|
|
$
|
787,046
|
|
|
$
|
684,088
|
|
Canada
|
41,939
|
|
|
39,161
|
|
|
98,053
|
|
|
94,113
|
|
||||
Europe
|
17,367
|
|
|
13,850
|
|
|
51,656
|
|
|
43,771
|
|
||||
Other foreign
|
31,751
|
|
|
22,779
|
|
|
84,765
|
|
|
78,146
|
|
||||
Total revenues
|
$
|
341,872
|
|
|
$
|
308,524
|
|
|
$
|
1,021,520
|
|
|
$
|
900,118
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
56,295
|
|
|
$
|
51,217
|
|
|
$
|
179,029
|
|
|
$
|
138,869
|
|
Canada
|
9,099
|
|
|
8,373
|
|
|
19,703
|
|
|
19,644
|
|
||||
Europe
|
2,989
|
|
|
2,794
|
|
|
9,414
|
|
|
8,893
|
|
||||
Other foreign
|
5,059
|
|
|
3,934
|
|
|
12,476
|
|
|
14,516
|
|
||||
Total gross profit
|
$
|
73,442
|
|
|
$
|
66,318
|
|
|
$
|
220,622
|
|
|
$
|
181,922
|
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
(57,537
|
)
|
|
$
|
15,402
|
|
|
$
|
(25,405
|
)
|
|
$
|
15,547
|
|
Canada
|
1,148
|
|
|
5,410
|
|
|
5,086
|
|
|
10,208
|
|
||||
Europe
|
(2,860
|
)
|
|
352
|
|
|
(2,672
|
)
|
|
1,108
|
|
||||
Other foreign
|
(15,760
|
)
|
|
(659
|
)
|
|
(16,226
|
)
|
|
(2,352
|
)
|
||||
Total operating income (loss)
|
$
|
(75,009
|
)
|
|
$
|
20,505
|
|
|
$
|
(39,217
|
)
|
|
$
|
24,511
|
|
(1)
|
Revenues are attributed to the country of origin for the Company’s legal entities. For a significant majority of its legal entities, the country of origin relates to the country or geographic area that it services.
|
|
Total Fair Value at
September 30, 2017 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Forward Currency Contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest Rate Swap
|
1,588
|
|
|
—
|
|
|
1,588
|
|
|
—
|
|
||||
Total
|
$
|
1,588
|
|
|
$
|
—
|
|
|
$
|
1,588
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward Currency Contracts
|
$
|
267
|
|
|
$
|
—
|
|
|
$
|
267
|
|
|
$
|
—
|
|
Total
|
$
|
267
|
|
|
$
|
—
|
|
|
$
|
267
|
|
|
$
|
—
|
|
|
Total Fair Value at
December 31, 2016 |
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Forward Currency Contracts
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Interest Rate Swap
|
1,061
|
|
|
—
|
|
|
1,061
|
|
|
—
|
|
||||
Total
|
$
|
1,087
|
|
|
$
|
—
|
|
|
$
|
1,087
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward Currency Contracts
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
Total
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
Position
|
|
Notional
Amount
|
|
Weighted
Average
Remaining
Maturity
In Years
|
|
Average
Exchange
Rate
|
||
Canadian Dollar/USD
|
Sell
|
|
$
|
1,662,500
|
|
|
0.3
|
|
1.24
|
Canadian Dollar/British Pound
|
Sell
|
|
£
|
2,700,000
|
|
|
0.3
|
|
1.67
|
USD/EURO
|
Sell
|
|
€
|
3,400,000
|
|
|
0.3
|
|
1.19
|
USD/British Pound
|
Sell
|
|
£
|
4,595,000
|
|
|
0.3
|
|
1.34
|
EURO/British Pound
|
Sell
|
|
£
|
4,700,000
|
|
|
0.3
|
|
.88
|
ZAR/USD
|
Sell
|
|
R
|
47,459,403
|
|
|
0.2
|
|
13.64
|
Interest Rate Swap
|
|
|
$
|
236,250,000
|
|
|
3.1
|
|
|
i.
|
adding patented Fusible PVC
®
pipe technology to our pressure pipe rehabilitation portfolio through the acquisition of Underground Solutions;
|
ii.
|
expanding our CIPP presence in Europe by acquiring the CIPP contracting operations of Leif M. Jensen A/S (“LMJ”), a Danish company and the Insituform licensee in Denmark since 2011, and acquiring Environmental Techniques Limited and its parent holding company, Killeen Trading Limited (collectively “Environmental Techniques”), a Northern Ireland-based provider of trenchless drainage inspection, cleaning and rehabilitation services throughout the United Kingdom and the Republic of Ireland;
|
iii.
|
acquiring the remaining worldwide rights that we did not already own to market, manufacture and install the patented Tyfo
®
Fibrwrap
®
FRP technology by acquiring the operations and territories of Fyfe Europe S.A. and related companies (“Fyfe Europe”); and
|
iv.
|
expanding our
FRP
presence in Asia through the acquisition of Concrete Solutions Limited
(“CSL”)
and Building Chemical Supplies Limited (“BCS”), two New Zealand-based companies that operated as a
Fibrwrap
®
certified applicator in New Zealand for a number of years
(collectively,
“Concrete Solutions”
).
|
(dollars in thousands)
|
Quarters Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
341,872
|
|
|
$
|
308,524
|
|
|
$
|
33,348
|
|
|
10.8
|
%
|
Gross profit
|
73,442
|
|
|
66,318
|
|
|
7,124
|
|
|
10.7
|
|
|||
Gross profit margin
|
21.5
|
%
|
|
21.5
|
%
|
|
N/A
|
|
|
—
|
|
|||
Operating expenses
|
54,610
|
|
|
45,277
|
|
|
9,333
|
|
|
20.6
|
|
|||
Goodwill impairment
|
45,390
|
|
|
—
|
|
|
45,390
|
|
|
N/M
|
|
|||
Definite-lived intangible asset impairment
|
41,032
|
|
|
—
|
|
|
41,032
|
|
|
N/M
|
|
|||
Acquisition and divestiture expenses
|
1,980
|
|
|
324
|
|
|
1,656
|
|
|
511.1
|
|
|||
Restructuring and related charges
|
5,439
|
|
|
212
|
|
|
5,227
|
|
|
2,465.6
|
|
|||
Operating income (loss)
|
(75,009
|
)
|
|
20,505
|
|
|
(95,514
|
)
|
|
(465.8
|
)
|
|||
Operating margin
|
(21.9
|
)%
|
|
6.6
|
%
|
|
N/A
|
|
|
(2,850
|
)bp
|
|||
Net income (loss) attributable to Aegion Corporation
|
(73,236
|
)
|
|
12,067
|
|
|
(85,303
|
)
|
|
(706.9
|
)
|
(dollars in thousands)
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
1,021,520
|
|
|
$
|
900,118
|
|
|
$
|
121,402
|
|
|
13.5
|
%
|
Gross profit
|
220,622
|
|
|
181,922
|
|
|
38,700
|
|
|
21.3
|
|
|||
Gross profit margin
|
21.6
|
%
|
|
20.2
|
%
|
|
N/A
|
|
|
140
|
bp
|
|||
Operating expenses
|
165,465
|
|
|
146,808
|
|
|
18,657
|
|
|
12.7
|
|
|||
Goodwill impairment
|
45,390
|
|
|
—
|
|
|
45,390
|
|
|
N/M
|
|
|||
Definite-lived intangible asset impairment
|
41,032
|
|
|
—
|
|
|
41,032
|
|
|
N/M
|
|
|||
Acquisition and divestiture expenses
|
2,513
|
|
|
2,059
|
|
|
454
|
|
|
22.0
|
|
|||
Restructuring and related charges
|
5,439
|
|
|
8,544
|
|
|
(3,105
|
)
|
|
(36.3
|
)
|
|||
Operating income (loss)
|
(39,217
|
)
|
|
24,511
|
|
|
(63,728
|
)
|
|
(260.0
|
)
|
|||
Operating margin
|
(3.8
|
)%
|
|
2.7
|
%
|
|
N/A
|
|
|
(650
|
)bp
|
|||
Net income (loss) attributable to Aegion Corporation
|
(56,265
|
)
|
|
11,697
|
|
|
(67,962
|
)
|
|
(581.0
|
)
|
|
September 30,
2017 |
|
June 30,
2017 |
|
December 31,
2016
|
|
September 30,
2016 |
||||||||
Infrastructure Solutions
|
$
|
358.5
|
|
|
$
|
379.0
|
|
|
$
|
283.4
|
|
|
$
|
312.2
|
|
Corrosion Protection
(1)
|
190.7
|
|
|
198.6
|
|
|
213.4
|
|
|
254.5
|
|
||||
Energy Services
(2)
|
213.0
|
|
|
196.8
|
|
|
192.8
|
|
|
177.2
|
|
||||
Total backlog
(1)
|
$
|
762.2
|
|
|
$
|
774.4
|
|
|
$
|
689.6
|
|
|
$
|
743.9
|
|
(1)
|
September 30, 2017
, June 30, 2017, December 31, 2016 and
September 30, 2016
included backlog from our large, domestic deepwater pipe coating and insulation contract of
$6.0 million
,
$9.6 million
,
$96.8 million
and
$128.7 million
, respectively.
|
(2)
|
Represents expected unrecognized revenues to be realized under long-term 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.
|
(dollars in thousands)
|
Quarters Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
174,161
|
|
|
$
|
158,562
|
|
|
$
|
15,599
|
|
|
9.8
|
%
|
Gross profit
|
41,189
|
|
|
40,566
|
|
|
623
|
|
|
1.5
|
|
|||
Gross profit margin
|
23.6
|
%
|
|
25.6
|
%
|
|
N/A
|
|
|
(200
|
)bp
|
|||
Operating expenses
|
25,045
|
|
|
21,646
|
|
|
3,399
|
|
|
15.7
|
|
|||
Goodwill impairment
|
45,390
|
|
|
—
|
|
|
45,390
|
|
|
N/M
|
|
|||
Definite-lived intangible asset impairment
|
41,032
|
|
|
—
|
|
|
41,032
|
|
|
N/M
|
|
|||
Acquisition and divestiture expenses
|
118
|
|
|
324
|
|
|
(206
|
)
|
|
(63.6
|
)
|
|||
Restructuring and related charges
|
3,390
|
|
|
23
|
|
|
3,367
|
|
|
14,639.1
|
|
|||
Operating income (loss)
|
(73,786
|
)
|
|
18,573
|
|
|
(92,359
|
)
|
|
(497.3
|
)
|
|||
Operating margin
|
(42.4
|
)%
|
|
11.7
|
%
|
|
N/A
|
|
|
(5,410
|
)bp
|
(dollars in thousands)
|
Quarters Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
102,276
|
|
|
$
|
95,084
|
|
|
$
|
7,192
|
|
|
7.6
|
%
|
Gross profit
|
23,063
|
|
|
18,374
|
|
|
4,689
|
|
|
25.5
|
|
|||
Gross profit margin
|
22.5
|
%
|
|
19.3
|
%
|
|
N/A
|
|
|
320
|
bp
|
|||
Operating expenses
|
21,811
|
|
|
17,842
|
|
|
3,969
|
|
|
22.2
|
|
|||
Acquisition and divestiture expenses
|
1,862
|
|
|
—
|
|
|
1,862
|
|
|
N/M
|
|
|||
Restructuring and related charges
|
2,049
|
|
|
19
|
|
|
2,030
|
|
|
10,684.2
|
|
|||
Operating income (loss)
|
(2,659
|
)
|
|
513
|
|
|
(3,172
|
)
|
|
(618.3
|
)
|
|||
Operating margin
|
(2.6
|
)%
|
|
0.5
|
%
|
|
N/A
|
|
|
(310
|
)bp
|
(dollars in thousands)
|
Quarters Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
65,435
|
|
|
$
|
54,878
|
|
|
$
|
10,557
|
|
|
19.2
|
%
|
Gross profit
|
9,190
|
|
|
7,378
|
|
|
1,812
|
|
|
24.6
|
|
|||
Gross profit margin
|
14.0
|
%
|
|
13.4
|
%
|
|
N/A
|
|
|
60
|
bp
|
|||
Operating expenses
|
7,754
|
|
|
5,789
|
|
|
1,965
|
|
|
33.9
|
|
|||
Restructuring and related charges
|
—
|
|
|
170
|
|
|
(170
|
)
|
|
(100.0
|
)
|
|||
Operating income
|
1,436
|
|
|
1,419
|
|
|
17
|
|
|
1.2
|
|
|||
Operating margin
|
2.2
|
%
|
|
2.6
|
%
|
|
N/A
|
|
|
(40
|
)bp
|
(dollars in thousands)
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Revenues
|
$
|
216,799
|
|
|
$
|
183,656
|
|
|
$
|
33,143
|
|
|
18.0
|
%
|
Gross profit
|
27,156
|
|
|
19,761
|
|
|
7,395
|
|
|
37.4
|
|
|||
Gross profit margin
|
12.5
|
%
|
|
10.8
|
%
|
|
N/A
|
|
|
170
|
bp
|
|||
Operating expenses
|
22,380
|
|
|
22,402
|
|
|
(22
|
)
|
|
(0.1
|
)
|
|||
Restructuring and related charges
|
—
|
|
|
2,670
|
|
|
(2,670
|
)
|
|
(100.0
|
)
|
|||
Operating income (loss)
|
4,776
|
|
|
(5,311
|
)
|
|
10,087
|
|
|
189.9
|
|
|||
Operating margin
|
2.2
|
%
|
|
(2.9
|
)%
|
|
N/A
|
|
|
510
|
bp
|
(in thousands)
|
September 30,
2017 |
|
December 31,
2016 |
||||
Cash and cash equivalents
|
$
|
94,787
|
|
|
$
|
129,500
|
|
Restricted cash
|
1,938
|
|
|
4,892
|
|
•
|
actual or perceived disruption of service or reduction in service standards to customers;
|
•
|
the failure to preserve supplier relationships and distribution, sales and other important relationships and to resolve conflicts that may arise;
|
•
|
attrition beyond our intended reduction in headcount and reduced employee morale, which may cause our employees who were not affected by the 2017 Restructuring to seek alternate employment;
|
•
|
increased risk of employment litigation; and
|
•
|
diversion of management attention from ongoing business activities.
|
|
|
Total Number of Shares (or Units) Purchased
|
|
Average Price Paid per Share (or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
||||||||
January 2017
(1) (2)
|
|
117,029
|
|
|
|
$
|
22.92
|
|
|
|
107,647
|
|
|
$
|
37,540,031
|
|
February 2017
(1) (2)
|
|
125,211
|
|
|
|
22.95
|
|
|
|
108,355
|
|
|
35,054,935
|
|
||
March 2017
(1) (2)
|
|
220,077
|
|
|
|
22.49
|
|
|
|
150,912
|
|
|
31,627,784
|
|
||
April 2017
(1) (2)
|
|
126,448
|
|
|
|
22.76
|
|
|
|
126,400
|
|
|
28,751,326
|
|
||
May 2017
(1) (2)
|
|
205,735
|
|
|
|
19.99
|
|
|
|
205,200
|
|
|
24,649,082
|
|
||
June 2017
(1) (2)
|
|
171,037
|
|
|
|
20.67
|
|
|
|
169,708
|
|
|
21,140,282
|
|
||
July 2017
(1) (2)
|
|
152,479
|
|
|
|
23.17
|
|
|
|
149,100
|
|
|
17,682,708
|
|
||
August 2017
(1) (2)
|
|
179,652
|
|
|
|
20.66
|
|
|
|
178,810
|
|
|
13,988,740
|
|
||
September 2017
(1) (2) (3)
|
|
154,628
|
|
|
|
22.25
|
|
|
|
150,000
|
|
|
10,645,225
|
|
||
Total
|
|
1,452,296
|
|
|
|
$
|
21.84
|
|
|
|
1,346,132
|
|
|
|
(1)
|
In October 2016, our board of directors authorized the open market repurchase of up to $40.0 million of our common stock to be made during 2017. We began repurchasing shares under this program in January 2017. Once repurchased, we promptly retire the shares.
|
(2)
|
In connection with approval of our credit facility, our board of directors approved the purchase of up to $10.0 million of our common stock in each calendar year in connection with our equity compensation programs for employees and directors. The number of shares purchased includes shares surrendered to us to pay the exercise price and/or to satisfy tax withholding obligations in connection with “net, net” exercises of employee stock options and/or the vesting of restricted stock, restricted stock units or performance units issued to employees. For the
nine
months ended
September 30, 2017
,
106,164
shares were surrendered in connection with restricted stock, restricted stock unit and performance unit transactions. 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, restricted stock units or performance units vested. Once repurchased, we promptly retire the shares.
|
(3)
|
In October 2017, our board of directors authorized the open market repurchase of up to $40.0 million of our common stock to be made during 2018. Any shares repurchased will be pursuant to one or more 10b5-1 plans. The program will expire on the earlier of: (i) December 31, 2018; (ii) the repurchase by the Company of $40.0 million of common stock pursuant to the program; or (iii) the board of director’s termination of the program.
|
|
AEGION CORPORATION
|
|
|
Date: November 2, 2017
|
/s/ David A. Martin
|
|
David A. Martin
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
10.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
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*
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
*
|
In accordance with Rule 406T under Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed “furnished” and not “filed”.
|
(1)
|
Management contract or compensatory plan or arrangement.
|
(a)
|
Huhn’s employment with Aegion;
|
(b)
|
the termination of Huhn’s employment with Aegion;
|
(c)
|
any policy, practice, decision, promise, agreement, conduct, act or omission by Aegion prior to this date;
|
(d)
|
any compensation, benefit, or benefit plan associated with Huhn’s employment with Aegion, including but not limited to compensation, benefits and benefit plans governed by the Employee Retirement Income Security act of 1974 (“ERISA”); and/or
|
(e)
|
any transaction, occurrence, act, or omission concerning or arising from either Huhn’s employment with Aegion or the termination of that employment, or both.
|
(a)
|
further acknowledges and understands that this refers to rights or claims under the ADEA;
|
(b)
|
acknowledges that this waiver of rights or claims under the ADEA is in writing and is understood by Huhn;
|
(c)
|
expressly understands that by signing this Agreement, Huhn is not waiving any rights or claims that may arise after the date this document is signed;
|
(d)
|
acknowledges that this waiver of any rights or claims arising under the ADEA is in exchange for payment of the Separation Sum, which exceeds that to which Huhn is otherwise entitled;
|
(e)
|
acknowledges that Aegion has expressly advised him/her to consult an attorney of Huhn’s choosing prior to signing this Agreement;
|
(f)
|
acknowledges that Huhn was also given a period of time not less than forty-five (45) days within which to consider this Agreement; and
|
(g)
|
acknowledges that Huhn has been advised by Aegion that in the event Huhn signs this Agreement, Huhn is entitled to revoke his waiver of rights or claims arising under the ADEA within seven (7) days after signing this Agreement by delivering a written notice of revocation to Mr. Callahan and that said waiver will not and does not become effective or enforceable until the seven (7) day revocation period has expired.
|
AEGION CORPORATION:
|
|
JOHN HUHN:
|
||
|
|
|
|
|
By:
|
/s/ Stephen P. Callahan
|
|
By:
|
/s/ John Huhn
|
|
|
|
|
|
Title:
|
Senior Vice President, Global Human Resources
|
|
Date:
|
September 12, 2017
|
|
|
|
|
|
|
|
|
|
|
Date:
|
September 14, 2017
|
|
|
|
|
|
|
|
|
Job Title
|
Age
|
Senior Vice President, Chief Strategy Officer*
|
48
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Aegion Corporation;
|
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/ Charles R. Gordon
|
Charles R. Gordon
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Aegion Corporation;
|
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
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1)
|
the Form 10-Q 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-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Charles R. Gordon
|
Charles R. Gordon
President and Chief Executive Officer
(Principal Executive Officer)
|
(1)
|
the Form 10-Q 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-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ David A. Martin
|
David A. Martin
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|