NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF December 31, 2018 AND 2017 AND FOR THE
YEARS ENDED December 31, 2018, 2017 AND 2016
(In thousands, except per share amounts or as otherwise noted)
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
—Great Lakes Dredge & Dock Corporation and its subsidiaries (the “Company” or “Great Lakes”) are in the business of marine construction, primarily dredging. The Company’s primary customers are domestic and foreign government agencies, as well as private entities.
Principles of Consolidation and Basis of Presentation
—The consolidated financial statements include the accounts of Great Lakes Dredge & Dock Corporation and its majority-owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. The equity method of accounting is used for investments in unconsolidated investees in which the Company has significant influence, but not control. Other investments, if any, are carried at cost.
Use of Estimates
—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Revenue and Cost Recognition on Contracts
— Prior to January 1, 2018, the Company measured completion based on engineering estimates of the physical percentage completed for dredging contracts. Under the new accounting principle, revenue is recognized using contract fulfillment costs incurred to date compared to total estimated costs at completion, also known as cost-to-cost, to measure progress towards completion. Additionally, the Company capitalizes certain pre-contract and pre-construction costs, and defers recognition over the life of the contract. Fixed-price contracts, which comprise substantially all of the Company’s revenue, will most often represent a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s performance obligations are satisfied over time and revenue is recognized using the cost-to-cost method, described above. Contract modifications are changes in the scope or price (or both) of a contract that are approved by the parties to the contract. The Company recognizes a contract modification when the parties to a contract approve a modification that either creates new, or changes existing, enforceable rights and obligations of the parties to the contract. Contract modifications are included in the transaction price only if it is probable that the modification estimate will not result in a significant reversal of revenue. Revisions in estimated gross profit percentages are recorded in the period during which the change in circumstances is experienced or becomes known. As the duration of most of the Company’s contracts is one year or less, the cumulative net impact of these revisions in estimates, individually and in the aggregate across our projects, does not significantly affect our results across annual reporting periods. Provisions for estimated losses on contracts in progress are made in the period in which such losses are determined.
The components of costs of contract revenues include labor, equipment (including depreciation, maintenance, insurance and long-term rentals), subcontracts, fuel, supplies, short-term rentals and project overhead. Hourly labor generally is hired on a project-by-project basis. The Company is a party to numerous collective bargaining agreements in the U.S. that govern its relationships with its unionized hourly workforce.
Effective beginning the first quarter of 2018, the Company changed the method of accounting for allocated fixed equipment costs for interim periods such that fixed equipment costs are now recognized as incurred. The Company adopted this change as a result of management’s belief that the new method is preferable and results in a more objective measure of quarterly expense that will better support planning and resource allocation decisions by management. The change has been applied retrospectively. The Company’s cost structure includes significant annual equipment-related costs, including depreciation, maintenance, insurance and long-term rentals. Previously, the Company allocated fixed equipment costs to interim periods in proportion to revenues recognized over the year. Specifically, at each interim reporting date the Company compared actual revenues earned to date on its dredging contracts to expected annual revenues and recognized equipment costs on the same proportionate basis. In the fourth quarter, any over or under allocated equipment costs were recognized such that the expense for the year equals actual equipment costs incurred during the year.
Classification of Current Assets and Liabilities
—The Company includes in current assets and liabilities amounts realizable and payable in the normal course of contract completion, unless completion of such contracts extends significantly beyond one year.
61
Cash Equivalents
—The Company consi
ders all highly liquid investments with a maturity at purchase of three months or less to be cash equivalents.
Accounts Receivable
—Accounts receivable represent amounts due or billable under the terms of contracts with customers, including amounts related to retainage. The Company anticipates collection of retainage generally within one year, and accordingly presents retainage as a current asset. The Company provides an allowance for estimated uncollectible accounts receivable when events or conditions indicate that amounts outstanding are not recoverable.
Inventories
—Inventories consist of pipe and spare parts used in the Company’s dredging operations. Pipe and spare parts are purchased in large quantities; therefore, a certain amount of pipe and spare part inventories is not anticipated to be used within the current year and is classified as long-term. Spare part inventories are stated at weighted average historical cost, and are charged to expense when used in operations. Pipe inventory is recorded at cost and amortized to expense over the period of its use.
Property and Equipment
—Capital additions, improvements, and major renewals are classified as property and equipment and are carried at depreciated cost. Maintenance and repairs that do not significantly extend the useful lives of the assets or enhance the capabilities of such assets are charged to expenses as incurred. Depreciation is recorded over the estimated useful lives of property and equipment using the straight-line method and the mid-year depreciation convention. The estimated useful lives by class of assets are:
Class
|
|
Useful Life (years)
|
Buildings and improvements
|
|
10
|
Furniture and fixtures
|
|
5-10
|
Vehicles, dozers, and other light operating equipment and systems
|
|
3-5
|
Heavy operating equipment (dredges and barges)
|
|
10-30
|
Leasehold improvements are amortized over the shorter of their remaining useful lives or the remaining terms of the leases.
Goodwill and Other Intangible Assets
—Goodwill represents the excess of acquisition cost over fair value of the net assets acquired. Other identifiable intangible assets may represent developed technology and databases, customer relationships, and customer contracts acquired in business combinations. Goodwill is tested annually for impairment in the third quarter of each year, or more frequently should circumstances dictate. GAAP requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
The Company assesses the fair values of its reporting unit using both a market-based approach and an income-based approach. Under the income approach, the fair value of the reporting unit is based on the present value of estimated future cash flows. The income approach is dependent on a number of factors, including estimates of future market growth trends, forecasted revenues and expenses, appropriate discount rates and other variables. The estimates are based on assumptions that the Company believes to be reasonable, but such assumptions are subject to unpredictability and uncertainty. Changes in these estimates and assumptions could materially affect the determination of fair value, and may result in the impairment of goodwill in the event that actual results differ from those estimates.
The market approach measures the value of a reporting unit through comparison to comparable companies. Under the market approach, the Company uses the guideline public company method by applying estimated market-based enterprise value multiples to the reporting unit’s estimated revenue and Adjusted EBITDA. The Company analyzes companies that performed similar services or are considered peers. Due to the fact that there are no public companies that are direct competitors, the Company weighs the results of this approach less than the income approach.
The Company has one operating segment which is also the Company’s one reportable segment and reporting unit of which the Company tests goodwill for impairment. The historical environmental & infrastructure segment has been retrospectively presented as discontinued operations and assets and liabilities held for sale and is no longer reflected in continuing operations. The Company performed its most recent annual test of impairment as of July 1, 2018 with no indication of impairment as of the test date. The Company will perform its next scheduled annual test of goodwill in the third quarter of 2019 should no triggering events occur which would require a test prior to the next annual test.
Long-Lived Assets
—Long-lived assets are comprised of property and equipment and intangible assets subject to amortization. Long-lived assets to be held and used are reviewed for possible impairment whenever events indicate that the carrying amount of such assets may not be recoverable by comparing the undiscounted cash flows associated with the assets to their carrying amounts. If such a review indicates an impairment, the carrying amount would be reduced to fair value. No triggering events were identified in 2018 or
62
2017. If long-lived assets are to be disposed, depreciation is discontinued, if applicable, and the assets are reclassified as held for sale at the lower of their carrying amo
unts or fair values less estimated costs to sell.
Self-insurance Reserves
—The Company self-insures costs associated with its seagoing employees covered by the provisions of Jones Act, workers’ compensation claims, hull and equipment liability, and general business liabilities up to certain limits. Insurance reserves are established for estimates of the loss that the Company may ultimately incur on reported claims, as well as estimates of claims that have been incurred but not yet reported. In determining its estimates, the Company considers historical loss experience and judgments about the present and expected levels of cost per claim. Trends in actual experience are a significant factor in the determination of such reserves.
Income Taxes
—The provision for income taxes includes federal, foreign, and state income taxes currently payable and those deferred because of temporary differences between the financial statement and tax basis of assets and liabilities. Recorded deferred income tax assets and liabilities are based on the estimated future tax effects of differences between the financial and tax basis of assets and liabilities, given the effect of currently enacted tax laws. In 2017, the U.S. government enacted comprehensive tax legislation referred to as the Tax Cuts and Jobs Act. Refer to Note 7, Income Taxes.
Hedging Instruments
—At times, the Company designates certain derivative contracts as a cash flow hedge as defined by GAAP. Accordingly, the Company formally documents, at the inception of each hedge, all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking hedge transactions. This process includes linking all derivatives to highly-probable forecasted transactions.
The Company formally assesses, at inception and on an ongoing basis, the effectiveness of hedges in offsetting changes in the cash flows of hedged items. Hedge accounting treatment may be discontinued when (1) it is determined that the derivative is no longer highly effective in offsetting changes in the cash flows of a hedged item (including hedged items for forecasted future transactions), (2) the derivative expires or is sold, terminated or exercised, (3) it is no longer probable that the forecasted transaction will occur or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate. If management elects to stop hedge accounting, it would be on a prospective basis and any hedges in place would be recognized in accumulated other comprehensive income (loss) until all the related forecasted transactions are completed or are probable of not occurring.
Foreign Currency Translation
—The financial statements of the Company’s foreign subsidiaries where the operations are primarily denominated in the foreign currency are translated into U.S. dollars for reporting. Balance sheet accounts are translated at the current foreign exchange rate at the end of each period and income statement accounts are translated at the average foreign exchange rate for each period. Gains and losses on foreign currency translations are reflected as a currency translation adjustment, net of tax, in accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in other income (expense). During 2018, the Company substantially completed the liquidation of the investment in its Brazil and Australia operations. Refer to Note 6, Fair Value Measurements, for further discussion of the closeout.
63
Recent Accounting
Pronouncements
—The Company adopted Accounting Standard Update No. 2014-09,
Revenue from Contracts with Customers (Topic 606)
, and subsequently issued other Accounting Standard Updates related to Accounting Standards Codification Topic 606 (collectively, “A
SC 606”) on January 1, 2018 under the modified retrospective method such that the cumulative effect is recognized at the date of initial application. The adoption of ASC 606 resulted in a change in the timing of recognition of both contract revenue and cos
ts from our prior practices. Upon the adoption of ASC 606, the Company recorded a cumulative net adjustment of $1,950 to the beginning retained earnings balance. Refer to Note 9, Revenue, for further discussion of the adoption of ASC 606.
The Company adopted Accounting Standard Update No. 2016-18 (“ASU 2016-18”),
Statement of Cash Flows (Topic 230): Restricted Cash
on January 1, 2018. The amendments require that the statement of cash flows explain the changes during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore amounts generally described as restricted cash or restricted cash equivalents should be included with the cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The impact of the adoption of ASU 2016-18 has been applied retrospectively and the prior periods presented have been recast.
In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2018-02 (“ASU 2018-02”),
Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
. The new guidance allows entities to reclassify from accumulated other comprehensive income to retained earnings stranded tax effects resulting from the Tax Cut and Jobs Act. The Company elected to early adopt ASU 2018-02 during the quarter ended March 31, 2018.
In January 2017, the FASB issued Accounting Standard Update No. 2017-04 (“ASU 2017-04”),
Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
. The amendment removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. The guidance is effective for fiscal years beginning after December 15, 2019.
The Company does not anticipate that the adoption of ASU 2017-04 will have a material effect on the Company’s consolidated financial statements.
In February 2016, the FASB issued Accounting Standard Update No. 2016-02 (“ASU 2016-02”),
Leases (Topic 842)
and subsequently issued other Accounting Standard Updates related to the Accounting Standards Codification Topic 842 (collectively, “ASC 842”). The FASB issued ASC 842 to increase the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods. The Company adopted ASC 842 as of January 1, 2019 using the package of practical expedients that allow entities to retain the classification of lease contracts existing as of the date of adoption. Further, the Company adopted ASC 842 using the transition method under which entities initially apply ASC 842 at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Under this method, the comparative periods presented in the financial statements prior to the adoption date would not be adjusted to apply ASC 842.The Company expects the adoption of ASC 842 to result in a material increase of approximately $80,000 to $90,000 to assets and liabilities on its consolidated balance sheets. The Company does not anticipate the adoption of ASC 842 to have a material effect on its consolidated statements of operations and statements of cash flows.
2. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share is computed similar to basic earnings per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.
64
The computation
s for basic and diluted earnings (loss) per share for the years ended December 31, 2018, 2017 and 2016 are as follows:
(shares in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Income (loss) from continuing operations
|
|
|
11,016
|
|
|
|
(15,368
|
)
|
|
|
542
|
|
Loss on discontinued operations, net of income taxes
|
|
|
(17,309
|
)
|
|
|
(15,892
|
)
|
|
|
(8,719
|
)
|
Net loss
|
|
$
|
(6,293
|
)
|
|
$
|
(31,260
|
)
|
|
$
|
(8,177
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding — basic
|
|
|
62,236
|
|
|
|
61,365
|
|
|
|
60,744
|
|
Effect of stock options and restricted stock units
|
|
|
1,371
|
|
|
|
—
|
|
|
|
623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding — diluted
|
|
|
63,607
|
|
|
|
61,365
|
|
|
|
61,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share from continuing operations — basic
|
|
$
|
0.18
|
|
|
$
|
(0.25
|
)
|
|
$
|
0.01
|
|
Earnings (loss) per share from continuing operations — diluted
|
|
$
|
0.17
|
|
|
$
|
(0.25
|
)
|
|
$
|
0.01
|
|
For the years ended December 31, 2018, 2017 and 2016 the following amounts of stock options (“NQSO”) and restricted stock units (“RSU”) were excluded from the diluted weighted-average common shares outstanding as the Company incurred a loss during these periods:
(shares in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Effect of stock options and restricted stock units
|
|
|
—
|
|
|
|
716
|
|
|
|
—
|
|
For the years ended December 31, 2018, 2017 and 2016 the following amounts of NQSOs and RSUs were excluded from the calculation of diluted earnings per share based on the application of the treasury stock method, as such NQSOs and RSUs were determined to be anti-dilutive:
(shares in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Effect of stock options and restricted stock units
|
|
|
1,285
|
|
|
|
2,476
|
|
|
|
1,594
|
|
3. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2018 and 2017 are as follows:
|
|
|
2018
|
|
|
|
2017
|
|
Land
|
|
$
|
9,992
|
|
|
$
|
9,992
|
|
Buildings and improvements
|
|
|
5,071
|
|
|
|
5,071
|
|
Furniture and fixtures
|
|
|
14,087
|
|
|
|
12,453
|
|
Operating equipment
|
|
|
710,128
|
|
|
|
783,211
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment
|
|
|
739,278
|
|
|
|
810,727
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
(369,415
|
)
|
|
|
(413,802
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment — net
|
|
$
|
369,863
|
|
|
$
|
396,925
|
|
Operating equipment of $3,537 and $8,460 was classified as held for sale, excluded from property and equipment, as of December 31, 2018 and 2017, respectively.
Depreciation expense was $50,389, $55,962 and $54,826, for the years ended December 31, 2018, 2017 and 2016, respectively.
65
For more information about changes in assets held for sale and depreciation expense related to the Company’s restructuring refer to Note 11, Restructuring Charges.
4. ACCRUED EXPENSES
Accrued expenses at December 31, 2018 and 2017 are as follows:
|
|
|
2018
|
|
|
|
2017
|
|
Payroll and employee benefits
|
|
$
|
15,298
|
|
|
$
|
7,658
|
|
Insurance
|
|
|
13,724
|
|
|
|
21,943
|
|
Fuel hedge contracts
|
|
|
4,710
|
|
|
|
—
|
|
Interest
|
|
|
3,448
|
|
|
|
4,210
|
|
Contract reserves
|
|
|
1,709
|
|
|
|
2,720
|
|
Income and other taxes
|
|
|
1,175
|
|
|
|
1,764
|
|
Accrued rent
|
|
|
496
|
|
|
|
6,519
|
|
Other
|
|
|
7,791
|
|
|
|
7,112
|
|
Total accrued expenses
|
|
$
|
48,351
|
|
|
$
|
51,926
|
|
5. LONG-TERM DEBT
Long-term debt at December 31, 2018 and 2017 is as follows:
|
|
2018
|
|
|
2017
|
|
Revolving credit facility
|
|
$
|
11,500
|
|
|
$
|
95,000
|
|
Notes payable
|
|
|
—
|
|
|
|
13,296
|
|
8% senior notes
|
|
|
321,950
|
|
|
|
321,057
|
|
Subtotal
|
|
|
333,450
|
|
|
|
429,353
|
|
|
|
|
|
|
|
|
|
|
Current portion of revolving credit facility
|
|
|
(11,500
|
)
|
|
|
—
|
|
Current portion of notes payable
|
|
|
—
|
|
|
|
(1,212
|
)
|
Total
|
|
$
|
321,950
|
|
|
$
|
428,141
|
|
Credit agreement
On December 30, 2016, the Company, Great Lakes Dredge & Dock Company, LLC, NASDI Holdings, LLC, Great Lakes Dredge & Dock Environmental, Inc., Great Lakes Environmental & Infrastructure Solutions, LLC and Great Lakes Environmental & Infrastructure, LLC (collectively, the “Credit Parties”) entered into a revolving credit and security agreement, as subsequently amended, (the “Credit Agreement”) with certain financial institutions from time to time party thereto as lenders, PNC Bank, National Association, as Agent, PNC Capital Markets, CIBC Bank USA, Suntrust Robinson Humphrey, Inc., Capital One, National Association and Bank of America, N.A., as Joint Lead Arrangers and Joint Bookrunners, Texas Capital Bank, National Association, as Syndication Agent and Woodforest National Bank, as Documentation Agent. The Credit Agreement, which replaced the Company’s former revolving credit agreement, provides for a senior secured revolving credit facility in an aggregate principal amount of up to $250,000, subfacilities for the issuance of standby letters of credit up to a $250,000 sublimit and swingline loans up to a $25,000 sublimit. The maximum borrowing capacity under the Credit Agreement is determined by a formula and may fluctuate depending on the value of the collateral included in such formula at the time of determination. The Credit Agreement also includes an increase option that will allow the Company to increase the senior secured revolving credit facility by an aggregate principal amount of up to $100,000. This increase is subject to lenders providing incremental commitments for such increase, the Credit Parties having adequate borrowing capacity and provided that no default or event of default exists both before and after giving effect to such incremental commitment increase.
The Credit Agreement also provides for certain actions contemplated in the plan of restructuring with respect to the Company’s 2017 and 2018 fiscal years including allowing up to an aggregate of $20 million of expenses related to the buy-out of operating leases and allowing capital expenditures planned but not incurred by all Credit Parties in fiscal year 2017 to be carried forward to fiscal year 2018; provided that, the aggregate amount of all capital expenditures incurred by all Credit Parties in fiscal years 2017 and 2018 does not exceed $135 million. Additionally, the Credit Agreement contains acknowledgments and agreements from the Agent and the required lenders with respect to certain EBITDA add-backs for fiscal years 2017 and 2018 described therein.
66
The Credit Agreement contains customary
representations and affirmative and negative covenants, including a springing financial covenant that requires the Credit Parties to maintain a fixed charge coverage ratio (ratio of earnings before income taxes, depreciation and amortization, net interest
expenses, non-cash charges and losses and certain other non-recurring charges, minus capital expenditures, income and franchise taxes, to net cash interest expense plus scheduled cash principal payments with respect to debt plus restricted payments paid in
cash) of not more than 1.10 to 1.00. The Company is required to maintain this ratio if its availability under the Credit Agreement falls below $31,250 for five consecutive days or $25,000 for one day. The Credit Parties are also restricted in the amount o
f capital expenditures they may make in each of the next three fiscal years. The Credit Agreement also contains customary events of default (including non-payment of principal or interest on any material debt and breaches of covenants) as well as events of
default relating to certain actions by the Company’s surety bonding providers. The obligations of the Credit Parties under the Credit Agreement will be unconditionally guaranteed, on a joint and several basis, by each existing and subsequently acquired or
formed material direct and indirect domestic subsidiary of the Company. Borrowings under the Credit Agreement have been or will be used to refinance existing indebtedness under the Company’s former revolving credit agreement, refinance existing indebtedne
ss under the Company’s former term loan agreement, pay fees and expenses related to the Credit Agreement, finance acquisitions permitted under the Credit Agreement, finance ongoing working capital and for other general corporate purposes. The Credit Agreem
ent matures on December 30, 2019.
The obligations under the Credit Agreement are secured by substantially all of the assets of the Credit Parties. The outstanding obligations thereunder shall be secured by a valid first priority perfected lien on substantially all of the vessels of the Credit Parties and a valid perfected lien on all domestic accounts receivable and substantially all other assets of the Credit Parties, subject to the permitted liens and interests of other parties (including the Company’s surety bonding provider).
Interest on the senior secured revolving credit facility of the Credit Agreement is equal to either a Base Rate option or LIBOR option, at the Company’s election. The Base Rate option is (1) the base commercial lending rate of PNC Bank, National Association, as publically announced plus (2)(a) an interest margin of 2.0% or (b) after the date on which a borrowing base certificate is required to be delivered under Section 9.2 of the Credit Agreement (commencing with the fiscal quarter ending December 31, 2017, the “Adjustment Date”), an interest margin ranging between 1.5% and 2.0% depending on the quarterly average undrawn availability on the senior secured revolving credit facility. The LIBOR option is the sum of (1) LIBOR and (2) (a) an interest margin of 3.0% or (b) after the Adjustment Date, an interest rate margin ranging between 2.5% to 3.0% per annum depending on the quarterly average undrawn availability on the senior secured revolving credit facility. The Credit Agreement is subject to an unused fee ranging from 0.25% to 0.375% per annum depending on the amount of average daily outstandings under the senior secured revolving credit facility.
As of December 31, 2018, the Company had $11,500 of borrowings on the revolver and $37,749 of letters of credit outstanding, resulting in $174,555 of availability under the Credit Agreement. The availability under the Credit Agreement is suppressed by $26,196 as of December 31, 2018 as a result of certain limitations set forth in the Credit Agreement.
Prior revolving credit agreement and term loan facility
In conjunction with the Credit Agreement entered into on December 30, 2016, the senior revolving credit agreement with an aggregate principal amount of up to $199,000 and the senior secured term loan facility consisting of a term loan in an aggregate principal amount of $50,000 was paid in full. Depending on the Company’s consolidated leverage ratio, previous borrowings under the revolving credit facility bore interest at the option of the Company at either a LIBOR rate plus a margin of between 1.50% to 2.50% per annum or a base rate plus a margin of between 0.50% to 1.50% per annum. The previous borrowings under the term loan facility bore interest at a fixed rate of 4.655% per annum.
Senior notes and subsidiary guarantors
The Company has outstanding $325,000 of 8.000% senior notes (“8% Senior Notes”) due May 15, 2022. In May 2017, the Company issued the 8% Senior Notes at 100% of face value resulting in net proceeds of $321,653, net of underwriting fees. In connection with the issuance of the 8% Senior Notes, the Company retired all of its $275,000 of 7.375% senior notes due February 2019 for $282,638, which included a tender premium and accrued and unpaid interest. The Company used the remaining net proceeds from the debt offering to reduce the Company’s indebtedness under its Credit Agreement.
The Company’s obligations under these Senior Notes are guaranteed by certain of the Company’s 100% owned domestic subsidiaries. Such guarantees are full, unconditional and joint and several. The parent company issuer has no independent assets or operations and all non-guarantor subsidiaries have been determined to be minor.
67
Other
The Company enters into note arrangements to finance certain vessels and ancillary equipment. In February 2018, the Company completed a sale-leaseback of a vessel yielding net proceeds of $4,500. Included in this transaction was the retirement of the asset and related equipment note, and the transaction resulted in a deferred gain.
The scheduled principal payments through the maturity date of the Company’s long-term debt, excluding equipment notes and capital leases, at December 31, 2018, are as follows:
Years Ending December 31,
|
|
|
|
|
2019
|
|
$
|
11,500
|
|
2020
|
|
|
—
|
|
2021
|
|
|
—
|
|
2022
|
|
|
325,000
|
|
2023
|
|
|
—
|
|
Thereafter
|
|
|
—
|
|
Total
|
|
$
|
336,500
|
|
The Company incurred amortization of deferred financing fees for its long term debt of $3,504, $3,280 and $2,438 for each of the years ended December 31, 2018, 2017 and 2016. Such amortization is recorded as a component of interest expense.
6. FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy has been established by GAAP that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The accounting guidance describes three levels of inputs that may be used to measure fair value:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. At times, the Company holds certain derivative contracts that it uses to manage foreign currency risk or commodity price risk. The Company does not hold or issue derivatives for speculative or trading purposes. The fair values of these financial instruments are summarized as follows:
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Description
|
|
At December 31, 2018
|
|
|
Quoted
Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
|
Significant
Other
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Fuel hedge contracts
|
|
$
|
4,710
|
|
|
$
|
—
|
|
|
$
|
4,710
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using
|
|
Description
|
|
At December 31, 2017
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Fuel hedge contracts
|
|
$
|
2,501
|
|
|
$
|
—
|
|
|
$
|
2,501
|
|
|
$
|
—
|
|
68
Foreign exchange contracts
The Company has various exposures to foreign currencies that fluctuate in relation to the U.S. dollar. The Company periodically enters into foreign exchange forward contracts to hedge this risk. At December 31, 2018 and 2017 there were no outstanding contracts.
Fuel hedge contracts
The Company is exposed to certain market risks, primarily commodity price risk as it relates to the diesel fuel purchase requirements, which occur in the normal course of business. The Company enters into heating oil commodity swap contracts to hedge the risk that fluctuations in diesel fuel prices will have an adverse impact on cash flows associated with its domestic dredging contracts. The Company’s goal is to hedge approximately 80% of the eligible fuel requirements for work in domestic backlog.
As of December 31, 2018, the Company was party to various swap arrangements to hedge the price of a portion of its diesel fuel purchase requirements for work in its backlog to be performed through December 2019. As of December 31, 2018, there were 7.8 million gallons remaining on these contracts which represent approximately 80% of the Company’s forecasted domestic fuel purchases through December 2019. Under these swap agreements, the Company will pay fixed prices ranging from $1.91 to $2.34 per gallon.
At December 31, 2018, the fair value liability of the fuel hedge contracts was estimated to be $4,710 and is recorded in accrued expenses. At December 31, 2017, the fair value asset of the fuel hedge contracts was estimated to be $2,501, and is recorded in other current assets. For fuel hedge contracts considered to be highly effective, the gains reclassified to earnings from changes in fair value of derivatives, net of cash settlements and taxes, for the year ended December 31, 2018 were $1,569. The remaining gains and losses included in the accumulated other comprehensive income (loss) at December 31, 2018 will be reclassified into earnings over the next twelve months, corresponding to the period during which the hedged fuel is expected to be utilized. Changes in the fair value of fuel hedge contracts not considered highly effective are recorded as cost of contract revenues in the Statement of Operations. The fair value of fuel hedges are corroborated using inputs that are readily observable in public markets; therefore, the Company determines fair values of these fuel hedges using Level 2 inputs.
The Company is exposed to counterparty credit risk associated with non-performance of its various derivative instruments. The Company’s risk would be limited to any unrealized gains on current positions. To help mitigate this risk, the Company transacts only with counterparties that are rated as investment grade or higher. In addition, all counterparties are monitored on a continuous basis.
The fair value of the fuel hedge contracts outstanding as of December 31, 2018 and 2017 is as follows:
|
|
Balance Sheet Location
|
|
Fair Value at December 31,
|
|
|
|
|
|
2018
|
|
|
2017
|
|
Asset derivatives:
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
Fuel hedge contracts
|
|
Other current assets
|
|
$
|
—
|
|
|
$
|
2,501
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability derivatives:
|
|
|
|
|
|
|
|
|
|
|
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
Fuel hedge contracts
|
|
Accrued expenses
|
|
$
|
4,710
|
|
|
$
|
—
|
|
69
Assets and liabilities measured at fair value on a nonrecurring basis
All other nonfinancial assets and liabilities measured at fair value in the financial statements on a nonrecurring basis are subject to fair value measurements and disclosures. Nonfinancial assets and liabilities included in our consolidated balance sheets and measured on a nonrecurring basis consist of goodwill and long-lived assets, including other acquired intangibles. Assets included within assets held for sale are reclassified from property and equipment at fair value less cost to sell. Goodwill and long-lived assets are measured at fair value to test for and measure impairment, if any, at least annually for goodwill or when necessary for both goodwill and long-lived assets.
Accumulated other comprehensive income (loss)
Changes in the components of the accumulated balances of other comprehensive income (loss) are as follows:
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Cumulative translation adjustments—net of tax
|
|
$
|
1,513
|
|
|
$
|
(41
|
)
|
|
$
|
508
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of derivative (gains) losses to earnings—net of tax
|
|
|
(1,569
|
)
|
|
|
(218
|
)
|
|
|
30
|
|
Change in fair value of derivatives—net of tax
|
|
|
(3,756
|
)
|
|
|
1,407
|
|
|
|
300
|
|
Net unrealized (gain) loss on derivatives—net of tax
|
|
|
(5,325
|
)
|
|
|
1,189
|
|
|
|
330
|
|
Total other comprehensive income (loss)
|
|
$
|
(3,812
|
)
|
|
$
|
1,148
|
|
|
$
|
838
|
|
Adjustments reclassified from accumulated balances of other comprehensive income (loss) to earnings are as follows:
|
|
Statement of Operations Location
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fuel hedge contracts
|
|
Costs of contract revenues
|
|
$
|
(2,125
|
)
|
|
$
|
(358
|
)
|
|
$
|
50
|
|
|
|
Income tax (provision) benefit
|
|
|
(556
|
)
|
|
|
140
|
|
|
|
20
|
|
|
|
|
|
$
|
(1,569
|
)
|
|
$
|
(218
|
)
|
|
$
|
30
|
|
The Company substantially completed the liquidation of the investment in its Brazil and Australia operations during 2018. This liquidation resulted in the reversal of the Company’s cumulative translation adjustment.
Adjustments reclassified from accumulated balances of other comprehensive income (loss) to earnings are as follows:
|
|
Statement of Operations Location
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Cumulative translation adjustment:
|
|
Other expense
|
|
$
|
(2,337
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Income tax benefit
|
|
|
612
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
$
|
(1,725
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Other financial instruments
The carrying value of financial instruments included in current assets and current liabilities approximates fair value due to the short-term maturities of these instruments. Based on timing of the cash flows and comparison to current market interest rates, the carrying value of our senior revolving credit agreement approximates fair value. In May 2017, the Company issued a total of $325,000 of 8.000% senior notes due May 15, 2022, which were outstanding at December 31, 2018 (See Note 5, Long-Term Debt). The 8% Senior Notes are senior unsecured obligations of the Company and its subsidiaries that guarantee the Senior Notes. The fair value of the senior notes was $330,281 at December 31, 2018, which is a Level 1 fair value measurement as the senior notes value was obtained using quoted prices in active markets. It is impracticable to determine the fair value of outstanding letters of credit or performance, bid and payment bonds due to uncertainties as to the amount and timing of future obligations, if any.
70
7.
INCOME TAXES
The Company’s income tax benefit from continuing and discontinued operations for the year ended December 31, 2018 is as follows:
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Income tax provision (benefit) from continuing operations
|
|
$
|
5,437
|
|
|
$
|
(33,761
|
)
|
|
$
|
(177
|
)
|
Income tax benefit from discontinued operations
|
|
|
(6,162
|
)
|
|
|
(10,052
|
)
|
|
|
(5,615
|
)
|
Income tax benefit
|
|
$
|
(725
|
)
|
|
$
|
(43,813
|
)
|
|
$
|
(5,792
|
)
|
The Company’s income (loss) from continuing operations before income tax from domestic and foreign continuing operations for the years ended December 31, 2018, 2017 and 2016 is as follows:
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Domestic operations
|
|
$
|
26,878
|
|
|
$
|
(12,263
|
)
|
|
$
|
12,039
|
|
Foreign operations
|
|
|
(10,425
|
)
|
|
|
(36,866
|
)
|
|
|
(11,674
|
)
|
Total income (loss) from continuing operations before income tax
|
|
$
|
16,453
|
|
|
$
|
(49,129
|
)
|
|
$
|
365
|
|
The provision (benefit) for income taxes from continuing operations as of December 31, 2018, 2017 and 2016 is as follows:
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Federal:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
—
|
|
|
$
|
(248
|
)
|
|
$
|
260
|
|
Deferred
|
|
|
3,702
|
|
|
|
(31,957
|
)
|
|
|
(129
|
)
|
State:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
48
|
|
|
|
29
|
|
|
|
54
|
|
Deferred
|
|
|
1,687
|
|
|
|
(1,598
|
)
|
|
|
(508
|
)
|
Foreign:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
—
|
|
|
|
13
|
|
|
|
146
|
|
Deferred
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
5,437
|
|
|
$
|
(33,761
|
)
|
|
$
|
(177
|
)
|
The Company’s income tax benefit from continuing operations reconciles to the provision at the statutory U.S. federal income tax rate of 21% for the year ended December 31, 2018 and 35% for the years ended December 31, 2017 and 2016 as follows:
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Tax provision (benefit) at statutory U.S. federal income tax rate
|
|
$
|
3,455
|
|
|
$
|
(17,194
|
)
|
|
$
|
128
|
|
State income tax — net of federal income tax benefit
|
|
|
937
|
|
|
|
(1,746
|
)
|
|
|
(227
|
)
|
Impact of Tax Cuts and Job Act
|
|
|
—
|
|
|
|
(15,720
|
)
|
|
|
—
|
|
Change in state law regarding NOL carryforwards
|
|
|
658
|
|
|
|
—
|
|
|
|
—
|
|
Nondeductible officer compensation
|
|
|
201
|
|
|
|
—
|
|
|
|
—
|
|
Change in deferred state tax rate
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,043
|
)
|
Research and development tax credits
|
|
|
(218
|
)
|
|
|
(170
|
)
|
|
|
(253
|
)
|
Changes in unrecognized tax benefits
|
|
|
14
|
|
|
|
10
|
|
|
|
10
|
|
Changes in valuation allowance
|
|
|
116
|
|
|
|
1,152
|
|
|
|
821
|
|
Other
|
|
|
274
|
|
|
|
(93
|
)
|
|
|
387
|
|
Income tax provision (benefit)
|
|
$
|
5,437
|
|
|
$
|
(33,761
|
)
|
|
$
|
(177
|
)
|
On December 22, 2017, the U.S. government enacted comprehensive tax legislation referred to as the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code, including but not limited to (1) reducing the U.S. federal corporate tax rate from 35% to 21%; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (AMT); (6) creating the base erosion anti-abuse tax (BEAT), a new minimum tax; (7) creating a new limitation on deductible interest
71
expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.
The Company completed its calculation of the income tax effect of the Tax Act for the year ended December 31, 2017, from continuing operations. As the Company was in a net deferred tax liability position as of the date of enactment of the Tax Act, the impact to the Company was a deferred income tax benefit of $15,720, primarily as a result of the reduction in the U.S. federal income tax rate. The other changes in tax law do not materially impact the Company for the year.
At December 31, 2018 and 2017, the Company had loss carryforwards for federal income tax purposes of $168,650 and $207,875 respectively, which expire between 2034 and 2037.
At December 31, 2018 and 2017, the Company had gross net operating loss carryforwards for state income tax purposes totaling $190,901 and $209,877, respectively, which expire between 2023 and 2028. Due to changes in state tax law enacted during the year in a certain state, a valuation allowance in the amount of $767 was established in 2016 for state net operating loss carryforwards. In 2017, the valuation allowance was increased by $1,152 and by $116 in 2018.
The Company also has foreign gross net operating loss carryforwards of approximately $9,533 and $7,637 as of December 31, 2018 and 2017, of which $2,876 expires between 2018 and 2028. The remaining amount of $6,657 may be carried forward indefinitely. At December 31, 2018 and 2017, a full valuation allowance has been established for the deferred tax asset of $2,338 and $1,962 related to foreign net operating loss carryforwards, respectively, as the Company believes it is more likely than not that the net operating loss carryforwards will not be realized.
As of December 31, 2018 and 2017, the Company had $157 in unrecognized tax benefits, the recognition of which would have an impact of $124 on the effective tax rate.
The Company does not expect that total unrecognized tax benefits will significantly increase or decrease within the next 12 months. Below is a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of each period.
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Unrecognized tax benefits — January 1
|
|
$
|
157
|
|
|
$
|
157
|
|
|
$
|
157
|
|
Gross increases — tax positions in prior period
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Gross increases — current period tax positions
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Gross decreases — expirations
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Gross decreases — tax positions in prior period
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Unrecognized tax benefits — December 31,
|
|
$
|
157
|
|
|
$
|
157
|
|
|
$
|
157
|
|
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2018 and 2017, the Company had approximately $71 and $53, respectively, of interest and penalties recorded.
The Company files income tax returns at the U.S. federal level and in various state and foreign jurisdictions. U.S. federal income tax years prior to 2015 are closed and no longer subject to examination. In 2016, the Internal Revenue Service completed an examination of the Company’s 2011 and 2012 U.S. federal income tax returns. The examinations did not result in any material adjustments. With few exceptions, the statute of limitations in state taxing jurisdictions in which the Company operates has expired for all years prior to 2014. In foreign jurisdictions in which the Company operates, years prior to 2013 are closed and are no longer subject to examination.
72
The Company’s deferred tax assets (liabilities) at December 31, 2018 and 2017
are as follows:
|
|
2018
|
|
|
2017
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Accrued liabilities
|
|
$
|
9,287
|
|
|
$
|
8,119
|
|
Federal NOLs
|
|
|
35,417
|
|
|
|
43,654
|
|
Foreign NOLs
|
|
|
2,338
|
|
|
|
1,962
|
|
State NOLs
|
|
|
10,796
|
|
|
|
12,382
|
|
Tax credit carryforwards
|
|
|
2,159
|
|
|
|
1,941
|
|
Charitable contribution
|
|
|
910
|
|
|
|
1,340
|
|
Valuation allowance
|
|
|
(4,786
|
)
|
|
|
(4,294
|
)
|
Total deferred tax assets
|
|
|
56,121
|
|
|
|
65,104
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(78,967
|
)
|
|
|
(89,966
|
)
|
Other liabilities
|
|
|
—
|
|
|
|
(699
|
)
|
Total deferred tax liabilities
|
|
|
(78,967
|
)
|
|
|
(90,665
|
)
|
Net noncurrent deferred tax liabilities
|
|
$
|
(22,846
|
)
|
|
$
|
(25,561
|
)
|
Deferred tax assets relate primarily to reserves and other liabilities for costs and expenses not currently deductible for tax purposes as well as net operating loss and other carryforwards. Deferred tax liabilities relate primarily to the cumulative difference between book depreciation and amounts deducted for tax purposes. The Company evaluates its ability to realize deferred tax assets by considering all available positive and negative evidence. This evidence includes the Company’s cumulative earnings or losses in recent years. The Company further considers the impact on these cumulative earnings or losses of discontinued operations and other divested operations and joint ventures, restructuring charges and other nonrecurring adjustments that are not indicative of the Company’s ability to generate taxable income in future periods. The Company also considers sources of taxable income, such as the amount and timing of realization of its deferred tax liabilities relative to the timing of expiration of loss carryforwards. When it is estimated to be more likely than not that all or some portion of deferred tax assets will not be realized, the Company establishes a valuation allowance for the amount of such deferred tax assets considered to be unrealizable. After evaluating the positive and negative evidence for future realization of deferred tax assets, the Company recorded valuation allowances for foreign net operating loss carryforwards, foreign tax credits and certain state net operating loss carryforwards to reduce the balance of these deferred tax assets at December 31, 2018 and 2017 as it was more likely than not that the balance of these tax items would not be realized. By contrast, after evaluating the positive and negative evidence, the Company concluded that it was more likely than not that the deferred federal income tax asset recorded at December 31, 2018 and 2017 would ultimately be realized and determined that no valuation allowance was required.
8. SHARE-BASED COMPENSATION
The Company’s 2017 Long-Term Incentive Plan (“Incentive Plan”) permits the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to its employees and directors for up to 3.3 million shares of common stock, plus an additional 1.7 million shares underlying equity awards issued under the 2007 Long-Term Incentive Plan. The Company may also issue share-based compensation as inducement awards to new employees upon approval of the Board of Directors.
Compensation cost charged to expense related to share-based compensation arrangements was $4,643, $2,917 and $2,651, for the years ended December 31, 2018, 2017 and 2016, respectively.
Non-qualified stock options
The NQSO awards were granted with an exercise price equal to the market price of the Company’s common stock at the date of grant. The option awards generally vest in three equal annual installments commencing on the first anniversary of the grant date, and have ten year exercise periods.
The fair value of the NQSOs was determined at the grant date using a Black-Scholes option pricing model, which requires the Company to make several assumptions. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The annual dividend yield on the Company’s common stock is based on estimates of future dividends during the expected term of the NQSOs. The expected life of the NQSOs was determined from historical exercise data providing a reasonable basis upon which to estimate the expected life. The volatility assumptions were based on historical volatility of Great Lakes. There is not an active market for options on the Company’s common stock and, as such, implied volatility for the
73
Company’s stock was not considered. Additionally,
the Company’s general policy is to issue new shares of registered common stock to satisfy stock option exercises or grants of restricted stock. No NQSO awards were granted in 2018, 2017 and 2016.
A summary of stock option activity under the Incentive Plan as of December 31, 2018, and changes during the year ended December 31, 2018, is presented below:
Options
|
|
Shares
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted-Average
Remaining
Contract Term (yrs)
|
|
|
Aggregate Intrinsic
Value ($000's)
|
|
Outstanding as of January 1, 2018
|
|
|
1,377
|
|
|
$
|
6.34
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(62
|
)
|
|
|
4.78
|
|
|
|
|
|
|
|
|
|
Forfeited or Expired
|
|
|
(155
|
)
|
|
|
5.60
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2018
|
|
|
1,160
|
|
|
$
|
6.52
|
|
|
|
2.8
|
|
|
$
|
646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested at December 31, 2018
|
|
|
1,160
|
|
|
$
|
6.52
|
|
|
|
2.8
|
|
|
$
|
646
|
|
Restricted stock units
RSUs can either vest in equal portions over the three year vesting period or vest in one installment on the third anniversary of the grant date. The fair value of RSUs was based upon the Company’s stock price on the date of grant. A summary of the status of the Company’s non-vested RSUs as of December 31, 2018, and changes during the year ended December 31, 2018, is presented below:
Nonvested Restricted Stock Units
|
|
Shares
|
|
|
Weighted-Average
Grant-Date Fair
Value
|
|
Outstanding as of January 1, 2018
|
|
|
2,196
|
|
|
$
|
5.06
|
|
Granted
|
|
|
2,051
|
|
|
|
4.83
|
|
Vested
|
|
|
(758
|
)
|
|
|
4.95
|
|
Forfeited
|
|
|
(501
|
)
|
|
|
5.44
|
|
Outstanding as of December 31, 2018
|
|
|
2,988
|
|
|
$
|
4.88
|
|
|
|
|
|
|
|
|
|
|
Expected to vest at December 31, 2018
|
|
|
2,084
|
|
|
$
|
4.63
|
|
As of December 31, 2018, there was $4,827 of total unrecognized compensation cost related to non-vested RSUs granted under the Plan. That cost for non-vested RSUs is expected to be recognized over a weighted-average period of 1.9 years.
The Incentive Plan permits the employee to use vested shares from RSUs to satisfy the grantee’s U.S. federal income tax liability resulting from the issuance of the shares through the Company’s retention of that number of common shares having a market value as of the vesting date equal to such tax obligation up to the minimum statutory withholding requirements. The amount related to shares used for such tax withholding obligations was approximately $1,205 and $328 for the years ended December 31, 2018 and 2017, respectively.
Director compensation
The Company uses a combination of cash and share-based compensation to attract and retain qualified candidates to serve on our Board of Directors. Compensation is paid to non-employee directors. Directors who are employees receive no additional compensation for services as members of the Board or any of its committees. Share-based compensation is paid pursuant to the Incentive Plan. Each non-employee director of the Company receives an annual retainer of $155, payable quarterly in arrears, and is generally paid 50% in cash and 50% in common stock or deferred restricted stock units of the Company. Directors may elect to receive some or all of the cash retainer in common stock or deferred restricted stock units. In 2018, the Chairman of the Board received an additional $100 of annual compensation, paid 100% in common stock.
In the years ended December 31, 2018, 2017 and 2016, 156 thousand, 207 thousand and 86 thousand shares, respectively, of the Company’s common stock or restricted stock units were issued to non-employee directors under the Incentive Plan.
74
9. REVENUE
The Company’s revenue is derived from contracts for services with federal, state, local and foreign governmental entities and private customers. Revenues are generally derived from the enhancement or preservation of navigability of waterways or the protection of shorelines through the removal or replenishment of soil, sand or rock.
Prior to January 1, 2018, the Company measured completion based on engineering estimates of the physical percentage completed for dredging contracts. Under the new accounting principle, the Company measures progress toward completion on all contracts utilizing the cost-to-cost method. Additionally, the Company capitalizes certain pre-contract and pre-construction costs, and defers recognition over the life of the contract. At December 31, 2018, the impact of this change in accounting principle on the Consolidated Balance Sheets is as follows:
|
|
December 31, 2018
|
|
ASSETS
|
|
|
|
|
Contract revenues in excess of billings
|
|
$
|
(18,334
|
)
|
Other current assets
|
|
|
8,953
|
|
Other
|
|
|
4,176
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
Accrued expenses
|
|
|
(5,306
|
)
|
Billings in excess of contract revenues
|
|
|
5,834
|
|
Deferred taxes
|
|
|
(1,468
|
)
|
|
|
|
|
|
Accumulated deficit
|
|
$
|
(4,265
|
)
|
For the year ended December 31, 2018, the impact of this change in accounting principle on the Consolidated Statements of Operations is as follows:
|
|
2018
|
|
|
|
|
|
|
Contract revenues
|
|
$
|
(14,696
|
)
|
Cost of contract revenues
|
|
|
(11,360
|
)
|
Income tax benefit
|
|
|
867
|
|
Loss from continuing operations
|
|
|
(2,469
|
)
|
Net loss
|
|
$
|
(2,469
|
)
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(2,469
|
)
|
Performance obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account upon which the Company’s revenue is calculated. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue as the performance obligation is satisfied. Fixed-price contracts, which comprise substantially all of the Company’s revenue, will most often represent a single performance obligation as the promise to transfer the individual services is not separately identifiable from other promises in the contracts and, therefore, not distinct.
The Company capitalizes certain pre-contract and pre-construction costs, and defers recognition over the life of the contract. The Company’s performance obligations are satisfied over time and revenue is recognized using contract fulfillment costs incurred to date compared to total estimated costs at completion, also known as cost-to-cost, to measure progress towards completion. As the Company’s performance creates an asset that customer controls, this method provides a faithful depiction of the transfer of an asset to the customer. Generally, the Company has an enforceable right to payment for performance completed to date.
The Company typically satisfies its performance obligations upon completion of service. The majority of the Company’s contracts are completed in a year or less. At December 31, 2018, the Company had $707,091 of remaining performance obligations, which the Company refers to as total backlog. Approximately 76% of the Company’s backlog will be completed in 2019 with the remaining balance expected to be completed by 2020.
75
Transaction price
The transaction price is calculated using the Company’s estimated costs to complete a project. These costs are based on the types of equipment required to perform the specified service, project site conditions, the estimated project duration, seasonality, location and complexity of a project.
The nature of the Company’s contracts gives rise to several types of variable consideration, including pay on quantity dredged for dredging projects and contract modifications for both dredging and environmental & infrastructure projects. Estimated pay quantity is the amount of material the Company expects to dredge for which it will receive payment. Estimated quantity to be dredged is calculated using engineering estimates based on current survey data and the Company’s knowledge based on historical project experience. Contract modifications are changes in the scope or price (or both) of a contract that are approved by the parties to the contract. The Company recognizes a contract modification when the parties to a contract approve a modification that either creates new, or changes existing, enforceable rights and obligations of the parties to the contract. Contract modifications are included in the transaction price only if it is probable that the modification estimate will not result in a significant reversal of revenue. Contract modifications are routine in the performance of the Company’s contracts. In most instances, contract modifications are for services that are not distinct, and, therefore, are accounted for as part of the existing contract.
Revisions in estimated gross profit percentages are recorded in the period during which the change in circumstances is experienced or becomes known. As the duration of most of the Company’s contracts is one year or less, the cumulative net impact of these revisions in estimates, individually and in the aggregate across our projects, does not significantly affect our results across annual reporting periods. Provisions for estimated losses on contracts in progress are made in the period in which such losses are determined.
Revenue by category
Domestically, our work generally is performed in coastal waterways and deep water ports. The U.S. dredging market consists of four primary types of work: capital, coastal protection, maintenance and rivers & lakes.
Foreign projects typically involve capital work.
The following table sets forth, by type of work, the Company’s contract revenues for the years ended December 31, 2018, 2017 and 2016:
Revenues
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital—U.S.
|
|
$
|
333,037
|
|
|
$
|
185,113
|
|
|
$
|
219,914
|
|
Capital—foreign
|
|
|
14,088
|
|
|
|
42,306
|
|
|
|
59,413
|
|
Coastal protection
|
|
|
175,923
|
|
|
|
191,070
|
|
|
|
215,041
|
|
Maintenance
|
|
|
53,427
|
|
|
|
134,923
|
|
|
|
92,274
|
|
Rivers & lakes
|
|
|
44,320
|
|
|
|
38,747
|
|
|
|
50,826
|
|
Total revenues
|
|
$
|
620,795
|
|
|
$
|
592,159
|
|
|
$
|
637,468
|
|
The following table sets forth, by type of customer, the Company’s contract revenues for the years ended December 31, 2018, 2017 and 2016:
Revenues
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal government
|
|
$
|
468,421
|
|
|
$
|
375,276
|
|
|
$
|
409,941
|
|
State and local government
|
|
|
93,499
|
|
|
|
145,196
|
|
|
|
126,395
|
|
Private
|
|
|
44,787
|
|
|
|
29,381
|
|
|
|
41,719
|
|
Foreign
|
|
|
14,088
|
|
|
|
42,306
|
|
|
|
59,413
|
|
Total revenues
|
|
$
|
620,795
|
|
|
$
|
592,159
|
|
|
$
|
637,468
|
|
Foreign dredging revenue was $14,088, $42,306 and $59,413 for the years ended December 31, 2018, 2017 and 2016 respectively, and was mostly attributable to work done in the Middle East.
Contract balances
Billings on contracts are generally submitted after verification with the customers of physical progress and are recognized as accounts receivable in the balance sheet. For billings that do not match the timing of revenue recognition, the difference between
76
amounts billed and recognized as revenue is reflected in the balance sheet as either contract revenues in excess of billings or billings in excess of contract revenues. Certain pre-contract and pre-construction costs are capitalized and reflected as cont
ract assets in the balance sheet. Customer advances, deposits and commissions are reflected in the balance sheet as contract liabilities.
Accounts receivable at December 31, 2018 and December 31, 2017 are as follows:
|
|
|
2018
|
|
|
|
2017
|
|
Completed contracts
|
|
$
|
8,592
|
|
|
$
|
10,658
|
|
Contracts in progress
|
|
|
48,418
|
|
|
|
28,212
|
|
Retainage
|
|
|
7,969
|
|
|
|
17,545
|
|
|
|
|
64,979
|
|
|
|
56,415
|
|
Allowance for doubtful accounts
|
|
|
(200
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Total accounts receivable—net
|
|
$
|
64,779
|
|
|
$
|
56,415
|
|
|
|
|
|
|
|
|
|
|
Current portion of accounts receivable—net
|
|
$
|
64,779
|
|
|
$
|
51,940
|
|
Long-term accounts receivable and retainage
|
|
|
—
|
|
|
|
4,475
|
|
Total accounts receivable—net
|
|
$
|
64,779
|
|
|
$
|
56,415
|
|
The components of contracts in progress at December 31, 2018 and December 31, 2017 are as follows:
|
|
|
2018
|
|
|
|
2017
|
|
Costs and earnings in excess of billings:
|
|
|
|
|
|
|
|
|
Costs and earnings for contracts in progress
|
|
$
|
433,093
|
|
|
$
|
507,037
|
|
Amounts billed
|
|
|
(416,956
|
)
|
|
|
(451,829
|
)
|
Costs and earnings in excess of billings for contracts in progress
|
|
|
16,137
|
|
|
|
55,208
|
|
Costs and earnings in excess of billings for completed contracts
|
|
|
3,928
|
|
|
|
22,699
|
|
Total contract revenues in excess of billings
|
|
$
|
20,065
|
|
|
$
|
77,907
|
|
|
|
|
|
|
|
|
|
|
Current portion of contract revenues in excess of billings
|
|
$
|
17,953
|
|
|
$
|
77,907
|
|
Long-term contract revenues in excess of billings
|
|
|
2,112
|
|
|
|
—
|
|
Total contract revenues in excess of billings
|
|
$
|
20,065
|
|
|
$
|
77,907
|
|
|
|
|
|
|
|
|
|
|
Billings in excess of costs and earnings:
|
|
|
|
|
|
|
|
|
Amounts billed
|
|
$
|
(260,691
|
)
|
|
$
|
(301,788
|
)
|
Costs and earnings for contracts in progress
|
|
|
242,898
|
|
|
|
299,202
|
|
|
|
|
|
|
|
|
|
|
Total billings in excess of contract revenues
|
|
$
|
(17,793
|
)
|
|
$
|
(2,586
|
)
|
For amounts included in billings in excess of contract revenues balance at the beginning of the year, the Company recognized nearly all of the related revenue during the year ended December 31, 2018.
At December 31, 2018 and January 1, 2018, costs to fulfill contracts with customers recognized as an asset were $13,129 and $6,754, respectively, and are recorded in other current assets and other noncurrent assets. These costs relate to pre-contract and pre-construction activities. During the year ended December 31, 2018, the company amortized $15,411 of pre-construction costs, respectively.
The Company derived revenues and gross profit from foreign project operations for the years ended December 31, 2018, 2017, and 2016, as follows:
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Contract revenues
|
|
$
|
14,088
|
|
|
$
|
42,306
|
|
|
$
|
59,413
|
|
Costs of contract revenues
|
|
|
(19,866
|
)
|
|
|
(73,958
|
)
|
|
|
(66,729
|
)
|
Gross profit
|
|
$
|
(5,778
|
)
|
|
$
|
(31,652
|
)
|
|
$
|
(7,316
|
)
|
77
In 2018, 2017 and 2016, foreign revenues were primarily from work done in the Middle East.
The majority of the Company’s long-lived assets are marine vessels and related equipment. At any point in time, the Company may employ c
ertain assets outside of the U.S., as needed, to perform work on the Company’s foreign projects. As of December 31, 2018 and 2017, long-lived assets with a net book value of $30,601 and $47,563, respectively, were located outside of the U.S.
The Company’s primary customer is the U.S. Army Corps of Engineers (the “Corps”), which has responsibility for federally funded projects related to waterway navigation and flood control. In 2018, 2017 and 2016, 75.5%, 63.4% and 64.3%, respectively, of contract revenues were earned from contracts with federal government agencies, including the Corps, as well as other federal entities such as the U.S. Coast Guard and U.S. Navy. At December 31, 2018 and 2017, approximately 65.3% and 42.8%, respectively, of accounts receivable, including contract revenues in excess of billings and retainage, were due on contracts with federal government agencies. The Company depends on its ability to continue to obtain federal government contracts, and indirectly, on the amount of federal funding for new and current government dredging projects. Therefore, the Company’s operations can be influenced by the level and timing of federal funding.
Revenue from foreign projects has been concentrated in the Middle East which comprised less than 10% in 2018, 2017 and 2016. At December 31, 2018 and 2017, less than 10% of total accounts receivable, including retainage and contract revenues in excess of billings, were due on contracts in the Middle East. There is a dependence on future projects in the Middle East, as vessels are currently located there. However, some of the vessels located in Middle East can be moved back to the U.S. or all can be moved to other international markets as opportunities arise.
10. RETIREMENT PLANS
The Company sponsors two 401(k) savings plans, one covering substantially all non-union salaried employees (“Salaried Plan”), a second covering its hourly employees (“Hourly Plan”). Under the Salaried Plan and the Hourly Plan, individual employees may contribute a percentage of compensation and the Company will match a portion of the employees’ contributions. The Salaried Plan also includes a discretionary profit-sharing component, permitting the Company to make discretionary employer contributions to all eligible employees of these plans. Additionally, the Company sponsors a Supplemental Savings Plan in which the Company makes contributions for certain key executives. The Company’s expense for matching, discretionary and Supplemental Savings Plan contributions for 2018, 2017 and 2016, was $5,060, $2,616 and $2,686, respectively.
The Company also contributes to various multiemployer pension plans pursuant to collective bargaining agreements. In 2018, 2017 and 2016, the Company contributed $4,207, $4,699 and $4,793 respectively to all of the multiemployer plans that provide pension benefits in our continuing operations. The information available to the Company about the multiemployer plans in which it participates, whether via request to the plan or publicly available, is generally dated due to the nature of the reporting cycle of multiemployer plans and legal requirements under the Employee Retirement Income Security Act (“ERISA”) as amended by the Multiemployer Pension Plan Amendments Act (“MPPAA”). Based upon these plans’ most recently available annual reports, the Company’s contributions to these plans were less than 5% of each plan’s total contributions.
The Company does not expect any future increased contributions to have a material negative impact on its financial position, results of operations or cash flows for future years. The risks of participating in multiemployer plans are different from single employer plans as assets contributed are available to provide benefits to employees of other employers and unfunded obligations from an employer that discontinues contributions are the responsibility of all remaining employers. In addition, in the event of a plan’s termination or the Company’s withdrawal from a plan, the Company may be liable for a portion of the plan’s unfunded vested benefits. However, information from the plans’ administrators is not available to permit the Company to determine its share, if any, of unfunded vested benefits.
11. RESTRUCTURING CHARGES
In 2017, a strategic review was begun to improve the Company's financial results in both domestic and international operations enabling debt reduction, improvements in return on capital and the continued renewal of our extensive fleet with new and efficient dredges to best serve our domestic and international clients. Management executed a plan to reduce general and administrative and overhead expenses, retire certain underperforming and underutilized assets, write-off pre-contract costs on a project that was never formally awarded and that the Company no longer intends to pursue and closeout the Company’s Brazil operations. The cumulative amounts incurred to date for restructuring charges, including amounts presented in discontinued operations, include severance of $3,549, asset retirements of $32,309, pre-contract costs of $6,441 and closeout costs of $4,194. Restructuring activities were substantially completed in 2018.
78
Restructuring charges recognized for the above actions for the years ended December 31, 2018 and 2017 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
Costs of contract revenues—depreciation
|
|
$
|
6,759
|
|
|
$
|
6,859
|
|
Costs of contract revenues—other
|
|
|
2,292
|
|
|
|
16,102
|
|
General and administrative expenses
|
|
|
185
|
|
|
|
1,189
|
|
Loss on sale of assets—net
|
|
|
4,572
|
|
|
|
4,691
|
|
Other expense
|
|
|
2,337
|
|
|
|
—
|
|
Total
|
|
|
16,145
|
|
|
|
28,841
|
|
The Company accrued severance expense of $662 and $1,403 at December 31, 2018 and December 31, 2017, respectively, which are expected to be settled in 2019. Accrued severance is included in accrued expenses.
12. COMMITMENTS AND CONTINGENCIES
Commercial commitments
Performance and bid bonds are customarily required for dredging and marine construction projects, as well as some environmental & infrastructure projects. The Company has bonding agreements with
Argonaut Insurance Company, Berkley Insurance Company, Chubb Surety and Liberty Mutual Insurance Company
under which the Company can obtain performance, bid and payment bonds. The Company also has outstanding bonds with Travelers Casualty and Surety Company of America and Zurich American Insurance Company (“Zurich”). Bid bonds are generally obtained for a percentage of bid value and amounts outstanding typically range from $1,000 to $10,000. At December 31, 2018, the Company had outstanding performance bonds with a notional amount of approximately $1,389,239, of which $78,314 relates to projects from the Company’s historical environmental & infrastructure businesses. The revenue value remaining in backlog related to the projects of continuing operations totaled approximately $619,426.
In connection with the sale of our historical demolition business, the Company was obligated to keep in place the surety bonds on pending demolition projects for the period required under the respective contract for a project and issued Zurich a letter of credit related to this exposure. In February 2017, the Company was notified by Zurich of an alleged default triggered on a historical demolition surety performance bond in the aggregate of approximately $20,000 for failure of the contractor to perform in accordance with the terms of a project. In May 2017, Zurich drew upon the letter of credit in the amount of $20,881. In order to fund the draw on the letter of credit, the Company had to increase the borrowings on its revolving credit facility. As the outstanding letters of credit previously reduced the Company’s availability under the revolving credit facility, the draw down on the Company’s letter of credit does not impact its liquidity or capital availability.
Pursuant to the terms of sale of our historical demolition business, the Company received an indemnification from the buyer for losses resulting from the bonding arrangement. The Company intends to aggressively pursue enforcement of the indemnification provisions if the buyer of the historical demolition business is found to be in default of its obligations. The Company cannot estimate the amount or range of recoveries related to the indemnification or resolution of the Company’s responsibilities under the surety bond. The surety bond claim impact has been included in discontinued operations and is discussed in Note 14, Business Combinations and Dispositions.
Certain foreign projects performed by the Company have warranty periods, typically spanning no more than one to three years beyond project completion, whereby the Company retains responsibility to maintain the project site to certain specifications during the warranty period. Generally, any potential liability of the Company is mitigated by insurance, shared responsibilities with consortium partners, and/or recourse to owner-provided specifications.
Legal proceedings and other contingencies
As is customary with negotiated contracts and modifications or claims to competitively bid contracts with the federal government, the government has the right to audit the books and records of the Company to ensure compliance with such contracts, modifications, or claims, and the applicable federal laws. The government has the ability to seek a price adjustment based on the results of such audit. Any such audits have not had, and are not expected to have, a material impact on the financial position, operations, or cash flows of the Company.
79
Various legal actions, claims, assessments and
other contingencies arising in the ordinary course of business are pending against the Company and certain of its subsidiaries. These matters are subject to many uncertainties, and it is possible that some of these matters could ultimately be decided, res
olved, or settled adversely to the Company. Although the Company is subject to various claims and legal actions that arise in the ordinary course of business, except as described below, the Company is not currently a party to any material legal proceedings
or environmental claims. The Company records an accrual when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe any of these proceedings, individually or in the aggregate, would be
expected to have a material effect on results of operations, cash flows or financial condition.
On April 23, 2014, the Company completed the sale of NASDI, LLC (“NASDI”) and Yankee Environmental Services, LLC (“Yankee”), which together comprised the Company’s historical demolition business, to a privately owned demolition company. Under the terms of the divestiture, the Company retained certain pre-closing liabilities relating to the disposed business. Certain of these liabilities and a legal action brought by the Company to enforce the buyer’s obligations under the sale agreement are described below.
On January 14, 2015, the Company and our subsidiary, NASDI Holdings, LLC, brought an action in the Delaware Court of Chancery to enforce the terms of the Company's agreement to sell NASDI and Yankee. Under the terms of the agreement, the Company received cash of $5,309 and retained the right to receive additional proceeds based upon future collections of outstanding accounts receivable and work in process existing at the date of close. The Company seeks specific performance of the buyer’s obligation to collect and to remit the additional proceeds, and other related relief. Defendants have filed counterclaims alleging that the Company misrepresented the quality of its contracts and receivables prior to the sale. The Company denies defendants’ allegations and intends to vigorously defend against the counterclaims.
The Company is in the process of negotiating a Consent Order with the Florida Department of Environmental Protection regarding alleged impacts to a seagrass habitat in connection with a project in Charlotte County, Florida. The Company estimates the range of potential loss related to this matter as between $200,000 and $250,000.
In September 2018, the EPA Region 4 informed the Company of the EPA’s intent to file an administrative complaint against the Company relating to a project the Company performed at PortMiami from 2013-2015, although no complaint has been filed to date, to the Company’s knowledge. The EPA is alleging violations of Section 103 of the Marine Protection, Research, and Sanctuaries Act (“MPRSA”) and failure to report violations of the MPRSA. The Company disagrees with the EPA on whether a violation occurred and, if a violation did occur, the appropriate penalty calculation, and we will defend ourselves vigorously.
Except as noted above, the Company has not accrued any amounts with respect to the above matters as the Company does not believe, based on information currently known to it, that a loss relating to these matters is probable, and an estimate of a range of potential losses relating to these matters cannot reasonably be made.
Lease obligations
The Company leases certain operating equipment and office facilities under long-term operating leases expiring at various dates through 2025. The equipment leases contain renewal or purchase options that specify prices at the then fair value upon the expiration of the lease terms. The leases also contain default provisions that are triggered by an acceleration of debt maturity under the terms of the Company’s Credit Agreement, or, in certain instances, cross default to other equipment leases and certain lease arrangements require that the Company maintain certain financial ratios comparable to those required by its Credit Agreement. Additionally, the leases typically contain provisions whereby the Company indemnifies the lessors for the tax treatment attributable to such leases based on the tax rules in place at lease inception. The tax indemnifications do not have a contractual dollar limit. To date, no lessors have asserted any claims against the Company under these tax indemnification provisions.
Future minimum operating lease payments at December 31, 2018, are as follows:
2019
|
|
$
|
26,554
|
|
2020
|
|
|
22,349
|
|
2021
|
|
|
18,430
|
|
2022
|
|
|
13,552
|
|
2023
|
|
|
9,041
|
|
Thereafter
|
|
|
8,697
|
|
Total minimum operating lease payments
|
|
$
|
98,623
|
|
Total rent expense under long-term operating lease arrangements for the years ended December 31, 2018, 2017 and 2016 was $21,160, $26,664 and $20,006, respectively. This excludes expenses for equipment and facilities rented on a short-term, as-needed
80
basis.
For more information about charges to rent expense during 2018 related to the Company’s restructuring
refer to Note 11, Restructuring Charges.
13. RELATED-PARTY TRANSACTIONS
The Company’s historical environmental & infrastructure segment operated out of two facilities owned by the former owner of Terra Contracting, LLC until November 11, 2016, when the lease was terminated. The Company paid $195 on rent on these properties in 2016.
Further, the Company’s historical environmental & infrastructure segment operated out of two facilities owned by Magnus Real Estate Group, LLC, which was owned by the former owners of Magnus Pacific Corporation. In March 2017, one of the properties was sold to a non-related party. In 2018, 2017 and 2016, the Company paid rent of $222, $263 and $506, respectively, for these two properties.
14. BUSINESS DISPOSITIONS
Discontinued operations
Businesses or asset groups are reported as discontinued operations when the Company commits to a plan to divest the business or group and the sale of the business or asset group is deemed probable within the next twelve months. Further, the disposal must represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. In the fourth quarter, the management team proposed, and the Board of Directors approved, a plan to sell the Company’s historical environmental & infrastructure business. The Company has retained a financial advisor to assist with the process and expects to finalize disposition of the environmental & infrastructure business in the first half of 2019. The disposal group of the historical environmental & infrastructure business has therefore been classified as discontinued operations and assets and liabilities held for sale for all periods presented.
Included in the results of discontinued operations for the year ended December 31, 2018 is a provision of $14,110 to reduce the net assets of the historical environmental & infrastructure business to fair value less costs to sell. Fair values were determined using expected sales terms and an evaluation of working capital. The loss on disposition of assets held for sale is subject to change prior to completion of the disposition and could differ materially from the Company’s estimate.
To the extent the Company incurs liabilities for exit costs, including severance, other employee benefit costs and operating lease obligations, the liabilities will be measured at fair value and recorded when incurred.
The results of the business have been reported in discontinued operations as follows:
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Revenue
|
|
$
|
76,843
|
|
|
$
|
112,607
|
|
|
$
|
133,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes from discontinued operations
|
|
$
|
(9,361
|
)
|
|
$
|
(25,944
|
)
|
|
$
|
(14,334
|
)
|
Preliminary loss on disposal of assets held for sale
|
|
|
(14,110
|
)
|
|
|
—
|
|
|
|
—
|
|
Income tax benefit
|
|
|
6,162
|
|
|
|
10,052
|
|
|
|
5,615
|
|
Loss from discontinued operations, net of income taxes
|
|
$
|
(17,309
|
)
|
|
$
|
(15,892
|
)
|
|
$
|
(8,719
|
)
|
The major classes of assets and liabilities of businesses reported as discontinued operations are shown below:
81
|
|
|
2018
|
|
|
|
2017
|
|
Assets:
|
|
|
|
|
|
|
|
|
Accounts receivable—net
|
|
$
|
13,943
|
|
|
$
|
23,593
|
|
Contract revenues in excess of billings
|
|
|
9,971
|
|
|
|
12,881
|
|
Other current assets
|
|
|
865
|
|
|
|
1,943
|
|
Assets held for sale
|
|
$
|
24,779
|
|
|
$
|
38,417
|
|
|
|
|
|
|
|
|
|
|
Property and equipment—net
|
|
|
6,612
|
|
|
|
10,369
|
|
Goodwill
|
|
|
7,000
|
|
|
|
7,000
|
|
Other intangible assets—net
|
|
|
372
|
|
|
|
907
|
|
Other assets
|
|
|
1,699
|
|
|
|
2,825
|
|
Reserve for loss on disposal
|
|
|
(14,110
|
)
|
|
|
—
|
|
Assets held for sale—noncurrent
|
|
$
|
1,573
|
|
|
$
|
21,101
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
8,343
|
|
|
$
|
22,505
|
|
Accrued expenses
|
|
|
4,380
|
|
|
|
4,292
|
|
Other current liabilities
|
|
|
1,217
|
|
|
|
2,576
|
|
Liabilities held for sale
|
|
|
13,940
|
|
|
|
29,373
|
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
146
|
|
|
|
773
|
|
Liabilities held for sale—noncurrent
|
|
$
|
146
|
|
|
$
|
773
|
|
On April 23, 2014, the Company entered into an agreement and completed the sale of NASDI, LLC and Yankee Environmental Services, LLC, its two former subsidiaries that comprised the historical demolition business. Under the terms of the agreement, the Company received cash of $5,309 and retained the right to receive additional proceeds based upon future collections of outstanding accounts receivable and work in process existing at the date of close, including recovery of outstanding claims for additional compensation from customers, and net of future payments of accounts payable existing at the date of close, including any future payments of obligations associated with outstanding claims. The amount and timing of the working capital settlement and the amount and timing of the realization of additional net proceeds may be impacted by the litigation with the buyer of the historical demolition business (see Note 12, Commitment and Contingencies). However, management believes that the ultimate resolution of these matters will not be material to the Company’s consolidated financial position or results of operations.
As discussed in Note 12, Commitments and Contingencies, the Company was notified by Zurich of an alleged default triggered on a historical demolition surety performance bond in the aggregate of approximately $20,000 for failure of the contractor to perform in accordance with the terms of a project. Zurich could be obligated to reimburse the loss, damage and expense that may arise from the alleged default. The Company estimated its exposure to a surety bond claim, including associated expense to be $20,900 and has recorded this amount in discontinued operations for the year ended December 31, 2017.
82