Williams Industrial Services Group Inc. - Annual Report: 2014 (Form 10-K)

 

 

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, D.C. 20549

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FORM 10‑K

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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

Commission File No. 001‑16501

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Global Power Equipment Group Inc.

(Exact name of registrant as specified in its charter)

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400 E. Las Colinas Blvd., Suite 400

Irving, TX 75039

(Address of registrant’s principal executive offices and zip code)

Registrant’s telephone number, including area code: (214) 574‑2700

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

Securities registered pursuant to Section 12(g) of the Act:

NONE

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Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S‑K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10‑K or any amendment to this Form 10‑K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one):

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act. Yes ☐  No ☒

As of June 27, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, 16,990,175 shares of our publicly traded common stock held by non‑affiliates were outstanding with an aggregate market value of approximately $274 million (based upon the closing price on June 27, 2014 of $16.15 per share).

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒  No ☐

As of March 4, 2015, there were 17,169,871 shares of common stock of Global Power Equipment Group Inc. outstanding.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the registrant’s 2015 Annual Meeting of Stockholders are incorporated by reference into Part III of the Form 10‑K to the extent stated herein. The Proxy Statement or an amended report on Form 10‑K will be filed within 120 days of the registrant’s year ended December 31, 2014.

 

 

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Table of Contents

 

 

Statements we make in this Annual Report on Form 10‑K that express a belief, expectation or intention or otherwise are not limited to recounting historical facts are forward‑looking statements.  These forward‑looking statements are subject to various risks, uncertainties and assumptions, including those noted under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in Items 1 and 1A of this Annual Report on Form 10‑K.

 

 

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Cautionary Statement Regarding Forward‑Looking Statements

 

This Annual Report on Form 10‑K and its exhibits contain or incorporate by reference various forward‑looking statements that express a belief, expectation or intention or are otherwise not statements of historical fact.  Forward‑looking statements generally use forward‑looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words that convey the uncertainty of future events or outcomes.  Forward‑looking statements include information concerning possible or assumed future results of our operations, including the following:

 

 

These forward‑looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, including unpredictable or unanticipated factors that we have not discussed in this Annual Report on Form 10‑K.  Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by the forward‑looking statements.

 

In light of these risks, uncertainties and assumptions, the events described in the forward‑looking statements might not occur or might occur to a different extent or at a different time than we have described.  You should consider the areas of risk and uncertainty described above, as well as those discussed under “Item 1A—Risk Factors” in this Annual Report on Form 10‑K.  Except as may be required by applicable law, we undertake no obligation to update or revise any forward‑looking statements, whether as a result of new information, future events or otherwise and we caution you not to rely upon them unduly.

 

Part I

 

Item 1.  Business.

 

Overview

 

Global Power Equipment Group Inc. and its wholly owned subsidiaries (“Global Power,” “we,” “us,” “our,” or “the Company”) are comprehensive providers of custom engineered equipment, and modification and maintenance services for customers in the energy, infrastructure and process and industrial segments.  Our customers are in and outside the United States (“U.S.”) in both developed and emerging economies.

 

We design, engineer and manufacture a comprehensive range of gas and steam turbine auxiliary products, control houses and generator enclosures primarily used to enhance the efficiency and facilitate the operation of gas turbine power plants, sub‑base and stand‑alone tanks meeting UL listings UL142, UL2085 and ULC‑S 601 and for other industrial, energy and power‑related applications.  With a strong competitive position in our product lines due to our technology, skilled work force and experience, we benefit from a large installed base of equipment throughout the world.

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We provide on‑site specialty modification and maintenance services, outage management, facility upgrade services, specialty repair, brazed aluminum heat exchanger repair and maintenance, and other industrial and safety services to nuclear, fossil‑fuel, industrial gas, and liquefied natural gas, petrochemical and other industrial operations in the U.S.  We have the capability to combine our services and equipment resources to offer turn‑key solutions for aftermarket repair applications for the North American gas turbine power generation, process and cogeneration markets.

 

Through predecessor entities, we have over 50 years of experience providing custom engineered products that are critical for the operation of gas turbine power plants and more than 32 years of experience providing complex outage shutdown services to operators of nuclear power plants, and other industrial maintenance services.

 

We use the Braden, Consolidated Fabricators, Williams, Koontz‑Wagner, IBI Power, TOG Manufacturing and Hetsco trade names and the logos for each of those businesses and for Global Power.  These trade names and logos are the property of Global Power.  Product names and company programs appearing throughout this Annual Report on Form 10‑K in italics are trademarks of Global Power.  This Annual Report on Form 10‑K also may refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective owners.

 

Global Power was incorporated in 2001 under the laws of the State of Delaware, at which time it became the successor to GEEG Holdings, LLC which was formed as a Delaware limited liability company in 1998.  We and all of our U.S. subsidiaries filed voluntary Chapter 11 petitions under the United States Bankruptcy Code on September 28, 2006 and successfully emerged from bankruptcy pursuant to an approved Plan of Reorganization on January 22, 2008.  Upon emergence, we issued 5,266,885 shares of our new common stock to pre‑petition equity holders in exchange for stock held before the bankruptcy.  On that same date, pursuant to a rights offering, a private placement and related backstop, and our Management Incentive Co‑Investment Plan, we issued an additional 9,589,138 shares of our new common stock in exchange for $72.5 million in new capital.  The applicable price of our common stock in the rights offering was $7.65 per share.  As part of the plan, we also entered into a $150.0 million Credit Facility (the “Previous Credit Facility”).  In June 2011, we received a court order for final decree closing the Chapter 11 Filing.

 

Segments

 

In determining our reportable segments in accordance with ASC 280, Segment Reporting (“ASC 280”), we concluded that we have three reportable segments: Product Solutions, Nuclear Services, and Energy Services.  Financial information about our segments (including backlog data and geographical sales information) is presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and Note 18 – Segment Information included in the notes to our consolidated financial statements included in this Annual Report on Form 10-K beginning on page F-39.

 

 

 

 

 

 

Market Overview

 

Gas Turbine Power Generation, Process and Cogeneration Market.  All gas turbine power plants combine a gas turbine with a generator to produce electricity.  In a simple cycle gas turbine plant, the hot exhaust coming out of the gas turbine is vented to the atmosphere through an exhaust stack.  In a combined cycle plant, the hot exhaust coming out of the gas turbine is fed into a heat recovery steam generator (commonly referred to as an “HRSG”).  The HRSG captures much of the heat from the gas turbine exhaust to generate steam, which in turn is used to power a steam turbine and generate more electricity before the exhaust is vented into the atmosphere.  We manufacture products that are critical components of both simple cycle and combined cycle plants, including package control houses, cabinets and skids (commonly referred to as balance of plant hardware), filter houses, inlet and exhaust systems and turbine and generator components.  We also engineer and manufacture specialized diverter dampers that are used in some combined cycle plants between the gas turbines and the HRSG.

 

We believe manufacturers of equipment and components supporting gas turbine power plants are well positioned to benefit from the need for new or more efficient power generation infrastructure.  The advantages of power generation plants utilizing gas turbine technologies versus other technologies include:

 

 

 

 

 

 

 

 

 

 

As a provider of equipment for simple and combined cycle gas turbine power plants, we expect to benefit from the forecasted growth of gas turbine power plant capacity related to the factors listed above.

 

Oil & Gas Market.  The American Petroleum Institute defines the oil and gas industry as having three segments: Exploration and Production (also known as Upstream), Transportation (also known as Midstream), and Refining (also known as Downstream).  North America oil and gas sustained growth due to advanced extraction methods, including fracking, pipeline expansions, and gas separation projects.

 

Although there has been a significant recent decline in the price of oil, the U.S. Energy Information Administration (“the EIA”) is forecasting a slight rebound in oil prices beginning in 2015 with a stronger increase in 2016.  Along with the rebound in prices, the EIA is forecasting U.S. domestic crude oil production in 2016 to be 9.5 million barrels per day – which is close to the highest annual average level of production in U.S. history (9.6 million barrels per day in 1970).  Additionally, the EIA has forecast that the lower expected prices of natural gas in 2015 will contribute to a 5.5% increase in the consumption of natural gas for power generation.

 

As such, we believe the high utilization rates of these facilities will also drive an increase in service and repair opportunities.

 

Industrial Services Industry and Market.  The U.S. industrial services industry is a multi‑billion dollar industry

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broadly defined as routine modification, maintenance and technical services provided to industrial facilities ranging from manufacturing facilities to power generation plants.  The industry continues to benefit from a shift towards outsourcing as plant operators seek to alleviate financial constraints, reduce labor costs, increase labor utilization and productivity and eliminate operational redundancies.

 

We expect that power industry demand for these services will be driven by the following factors in the future:

 

 

 

 

 

In addition, we are one of a limited number of companies qualified to perform comprehensive services in U.S. nuclear power plants under rules issued by the NRC.  Under these rules, owners of nuclear facilities must qualify contractors by requiring the contractors to demonstrate that they will comply with NRC regulations on quality assurance, reporting of safety issues, security and control of personnel access and conduct.  With respect to capital project work, we may either be engaged as a general contractor or, alternatively, subcontract our services to full‑scope engineering, procurement and construction contractor (“EPC”) firms.  We maintain good relationships with those firms that may be engaged to manage the full scope of the new operations as well as with the end customers who often specifically request that we provide certain aspects of a particular project based on their experience with us.

 

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Industrial Gas and Natural Gas Markets.  Industrial gases are used in a variety of end‑markets.  The global industrial gas market is projected to grow, which is being driven by emerging markets and energy demand.  In addition, natural gas demand is expected to grow, particularly from feedstock chemical manufacturers and LNG processors.  We believe that a larger, installed base and higher utilization of brazed aluminum heat exchangers and related equipment will lead to an increase in demand for our repair, maintenance and safety services and that a greater level of infrastructure will lead to an increase in demand for our fabrication, construction and safety services.

 

Business Strategy

 

Our growth strategy is to build a market leadership position in our targeted segments by utilizing our strong brands and application expertise while continuing to invest in new products and services.  Our strategic imperatives are:  leveraging our expertise in the natural gas market, investing in growth, localizing in emerging markets, delivering base business performance and, most importantly, building our team to execute.

 

We will continue expanding our gas turbine offerings with our utility customers, leverage our expertise to expand our product solutions in the industrial turbine segment and make local investments in emerging markets to support our customers.  We will continue to invest in adjacent technologies such as gas separation, cleaning/air quality and industrial heat transfer.  The Energy Services segment will continue to broaden its offerings by expanding aftermarket services and parts to improve customers’ reliability and efficiency.  We will continue to leverage the success of our Nuclear Services contract labor business by expanding into more traditional energy production and natural gas.

 

Our financial goals are to double our revenues and our operating margin during the next two to four years through organic growth initiatives and acquisitions.  In order to achieve these goals, we are transforming the way we do business through the following actions:

 

 

 

 

 

 

Product Solutions Segment

 

Our Product Solutions segment designs, engineers and manufactures two primary product categories, Auxiliary Products and Electrical Solutions, for the worldwide power generation and cogeneration, oil and gas process and industrial markets.  Our principal customers are utility‑scale gas turbine, distributed power, switchgear and large drives OEMs, Owner/Operators (including Oil & Gas Midstream), Electric Utilities and EPC firms as well as providers and distributors of backup and distributed power.  We also provide precision parts, replacement parts, filter elements and aftermarket retrofit equipment to both OEMs and end users.  Our products are critical to the efficient operation of gas turbine power plants and steam turbine systems and are custom engineered to meet customer‑specific requirements.

 

Gas Turbine Auxiliary Products.  Our technical and engineering capabilities enable us to design and manufacture what we believe are among the broadest ranges of gas turbine power plant and other power‑related equipment to meet each customer’s specific performance requirements.  We provide the following comprehensive range of products critical to the operation of gas turbine power plants:

 

 

 

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The contracts under which we sell our products are generally fixed‑price contracts, most of which are “lump sum bid” contracts.  Under lump sum bid contracts, we bid against other contractors based on customer or project specifications.  A significant portion of our Product Solutions segment project destinations are outside of the U.S.

 

Supply Chain Structure.  We fabricate our equipment through a combination of in‑house manufacturing at our own facilities in the U.S. and Mexico and outsourced manufacturing in other countries around the world.  Our network of high‑quality international manufacturing partners, located in more than 20 countries, allows us to manufacture equipment worldwide and maintain a competitive cost structure.  Outsourcing the majority of our gas turbine auxiliary product manufacturing enables us to meet increasing demand without being restricted by internal manufacturing capacity limitations and also reduces our capital expenditure requirements.  Our employees work closely with our international manufacturing partners to supervise the fabrication of our products at their facilities to ensure high levels of quality and workmanship.  Our use of manufacturing facilities around the world, whether our own or those of our manufacturing partners, allows us to respond to the particular sourcing initiatives of our customers, whether those initiatives call for global sourcing or for localized supply content.  While we generally have proven, long‑term relationships with our subcontractors, we also routinely search for additional fabricators to enhance our ability to manufacture equipment at the lowest cost while maintaining high‑quality standards and on‑time delivery.

 

We maintain exclusivity agreements with respect to power generation auxiliary products with key third‑party fabricators for OEMs.  We conduct regular quality audits of our fabricators and maintain staff onsite.  Fabricators can take one to several years to qualify and meet international standards and it can take one to two years to bring a new fabricator online for OEM products.  We work with our international manufacturing partners to maintain their OEM certification and approved vendor status.

 

Nuclear Services and Energy Services Segments

 

Both our Nuclear Services and Energy Services segments provide a comprehensive range of modification, maintenance and construction support services for nuclear power plants, with respect to the Nuclear Services segment, and a wide range of utilities and industrial customers, including fossil‑fuel, industrial gas, liquefied natural gas, petrochemical and other industrial operations, with respect to the Energy Services segment.  We provide these services in a general contracting capacity where we manage multiple subcontractors in some cases and in other cases we are retained as a subcontractor on the project.  Both our Nuclear and Energy Services segments primarily service U.S. based plants and perform tasks designed to improve or sustain operating efficiencies.  A portion of the Energy Services segment generates revenues from off‑shore repairs of installed aluminum heat exchangers, primarily in the Middle East, Africa and Asia.

 

Services provided by our Nuclear and Energy Services segments are designed to improve or sustain operating efficiencies and extend the useful lives of process equipment in these facilities.  We provide these services both on a constant presence basis and for discrete projects.  Our offerings include the following:

 

Specific Services by Nuclear Services Segment:

 

 

 

Specific Services by Energy Services Segment:

 

 

 

 

 

Common Services by both our Nuclear Services and Energy Services Segments:

 

 

 

 

 

 

We provide these services throughout the U.S. with experienced, temporary craft labor directed and supervised by an experienced team of project managers across our network.  Our flexible staffing and equipment model enables us to meet seasonal and outage demand without being restricted by internal capacity limitations, thus minimizing our fixed costs.

 

Our Nuclear Services segment contracts for approximately 80% of the services it provides on a cost‑plus basis under contracts that provide for reimbursement of costs incurred plus an amount of profit in the form of a mark‑up.  It contracts for approximately 20% of the services it provides on a fixed‑price basis.  Our Energy Services segment contracts are split approximately 40/60 between cost-plus and fixed-price contracts, respectively.

 

We bid against other contractors based on customer specifications.  Fixed‑price contracts present certain inherent risks, including the possibility of ambiguities in the specifications received, problems with new technologies and economic and other changes that may occur over the contract period.  Alternatively, because of efficiencies that may be realized during the contract term, fixed‑price contracts may offer greater profit potential than cost‑ plus contracts.

 

Customers, Marketing and Seasonality

 

Product Solutions.  Our Product Solutions segment customers are utility‑scale gas turbine, distributed power,

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switchgear and large drives OEMs, Owner/Operators (including Oil and Gas Midstream), Electric Utilities and EPC firms as well as providers and distributors of backup and distributed power.  The end users of most of our products sold to OEMs and EPC firms are owners and operators of gas turbine power plants, process plants, oil and gas pipelines, refineries, data centers and other industrial and commercial facilities such as wastewater treatment plants and hospitals.  We focus our sales and marketing efforts on OEMs and EPC firms engaged by end users of our products, including the developers and operators of gas turbine power plants, oil and gas pipelines, industrial and commercial facilities and data centers.  We also market our products globally through a sales network consisting of employees and independent representatives in various countries including China, the Netherlands, Egypt, Italy and the U.S.  Our sales initiatives focus on highly engineered solutions, excellent performance on existing projects and on‑time deliveries that we believe differentiate us from our competitors.

 

Energy Services and Nuclear Services.  Our Energy Services segment and Nuclear Services segment customers include major private and government‑owned utilities throughout the U.S., as well as leaders in the U.S. paper and industrial sectors.  We market our services using dedicated sales and marketing personnel as well as our experienced on‑site operations personnel.  We use our safety and service track record with long‑term renewable contracts to expand our services and supplement the existing contracts with small to medium sized capital projects.  Both segments’ sales initiatives directly seek to apply operational strengths to specific facilities within the targeted industries and customers throughout the U.S.

 

We depend on a relatively small number of customers for a significant portion of our revenue.  For a listing of our major customers, see Note 16—Major Customers and Concentration of Credit Risk included in our notes to consolidated financial statements beginning on page F-38.

 

A portion of our business, primarily in our Energy Services and Nuclear Services segments, is seasonal, resulting in fluctuations in revenue and gross profit during our fiscal year.  Generally, the second and fourth quarters are the peak periods for our Energy Services and Nuclear Services segments as those are periods of low electricity demand during which our customers schedule planned outages.  Our Product Solutions segment is less affected by seasons and is more impacted by the cyclicality of, and fluctuations in, the U.S. and international economies that we serve.

 

Engineering, Design and Maintenance Capabilities

 

Product Solutions.  We believe the design and engineering expertise of our Product Solutions segment along with our global manufacturing strategy makes us an industry leader in the products we manufacture.  We provide original design, retrofit and upgrade engineering, installation technical services and after‑sales maintenance and repair of our products.

 

Our products are custom‑designed and engineered to meet the specifications of our customers.  We employ a number of degreed engineers specializing in structural, electrical/controls, mechanical, and other technical areas.  Our engineers and designers use engineering and drafting programs such as AutoCAD®, Inventor® 3D modeling software, Solidworks® and other analytics applications.

 

Energy Services.  Through our programs, we provide extensive training, certifications and ongoing safety monitoring to all of our project‑based employees.  For over 13 years, we have maintained a safety record in the top quartile of the industry, benefitting both us and our customers.  We also maintain a broad range of professional certifications and memberships in national organizations relevant to the performance of many of the specialized services we provide.

 

Nuclear Services.  We are one of a limited number of companies qualified to work anywhere in a U.S. nuclear facility and have been one of the leading providers of coatings at U.S. nuclear facilities for almost 40 years.  In addition, we are one of three contractors with a qualified and audited NQA‑1 Program which is required to perform contract services at the new build reactors.  Through our NQA‑1 Program and other programs, we provide extensive training, certifications and ongoing safety monitoring to all of our project‑ based employees.  For over 13 years, we have maintained a safety record in the top quartile of the industry, benefitting both us and our customers.  We also maintain a broad range of professional certifications and memberships in national organizations relevant to the performance of many of the specialized services we provide.

 

Materials and Suppliers

 

The majority of materials purchased are for the Product Solutions segment.  The principal materials for our products are carbon steel plate, sheet steel, stainless steel products and other structural shapes, wire, cable and insulation.  We obtain these products from a number of U.S. and international suppliers.  The markets for most of the materials we use are served by a large number of suppliers, and we believe that we can obtain each of the materials we require from more than one supplier.

 

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Competition

 

Product Solutions.  We compete with a large number of domestic and international companies, although most competitors are smaller and more regional.  We compete based on product fit, price, quality and reputation of our products and our ability to engineer and design products to meet each customer’s unique specifications and delivery cycles.  Some of our competitors are significantly larger than we are and have significantly greater financial resources which can vary with respect to each product category we offer.  We believe that no single competitor offers our breadth of products to the gas turbine power generation, process and cogeneration industries.

 

Energy Services and Nuclear Services.  Our competitors vary depending on plant geography and scope of services to be rendered.  Several national vendors, which are significantly larger and have significantly greater financial resources than we, will often compete for larger maintenance and capital project opportunities that become available.  Additionally, smaller vendors that operate on a regional basis often compete for smaller opportunities associated with open shop labor sources.  We believe that the key competitive factors in the services we offer are reputation, safety, price, service, quality, breadth of service capabilities and the ability to identify and retain qualified personnel.  We believe our project management capabilities, including service diversity, long‑term customer relationships, safety record and performance, differentiate us from our competitors.  We also believe that the fact that we maintain a constant presence at many of our customers’ sites is a key competitive advantage because it provides us with an intimate understanding of these facilities which allows us to better identify our customers’ service needs.  Specific to the Nuclear Services segment, the barriers to entry include requirement of NRC qualifications and safety standards.  We believe that our ability to deliver high quality services with immediate response capabilities differentiates us from our competitors.  Specific to the Energy Services segment, our key competitive advantage is our highly skilled labor pool of non‑union specialty welders.

 

Employees

 

As of December 31, 2014, we had 1,244 full and part‑time employees (excluding temporary staff and craft labor in our Energy Services and Nuclear Services segments).  Of these, 171 were employed at our facility in Mexico under a collective bargaining agreement, which is amended annually and expired January 25, 2015.  Negotiations for an amended agreement began the second week of February 2015 and are ongoing as of the issue date of this report.  At our Koontz‑Wagner business, there are 58 employees who are covered under a collective bargaining agreement which will expire on May 31, 2016.  The number of employees in our Energy Services segment and Nuclear Services segment can vary greatly, depending on the timing and requirements for craft labor.  Many of the craft labor employees for our Energy Services segment and Nuclear Services segment are contracted through various union agreements.  As of December 31, 2014, there were 1,839 craft labor employees for our Energy Services segment and Nuclear Services segment, of which 1,461 were under collective bargaining agreements.  We believe that our relationships with our employees, both permanent and temporary, are satisfactory.  We are not aware of any circumstances that are likely to result in a work stoppage at any of our facilities.

 

Insurance and Warranty

 

We maintain insurance coverage for various aspects of our operations.  However, exposure to potential losses is retained through the use of deductibles, coverage limits and self‑insured retentions.

 

Typically, our contracts require us to indemnify our customers for injury, damage or loss arising from the performance of our services and provide for warranties for materials and workmanship.  We may also be required to name the customer as an additional insured up to the limits of insurance available, or we may be required to purchase special insurance policies or surety bonds for specific customers or provide letters of credit in lieu of bonds to satisfy performance and financial guarantees on some projects.

 

We maintain performance and payment bonding lines sufficient to support the business and a credit facility that is adequate to provide any required letters of credit.  We require certain of our Product Solutions segment subcontractors to indemnify us and name us as an additional insured for activities arising out of such subcontractors’ work.  We require the subcontractors that we use for our Energy Services segment and Nuclear Services segment to indemnify us and our customer and name Williams or other subsidiaries as an additional insured for activities arising out of such subcontractors’ work.  We also require certain subcontractors to provide additional insurance policies, including surety bonds in favor of us, to secure such subcontractors’ work or as required by contract.  There can be no assurance that our insurance and the additional insurance coverage provided by our subcontractors will fully protect us against a valid claim or loss under the contracts with our customers.

 

Intellectual Property

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We use a variety of trademarks, proprietary technologies and other intellectual property in the ordinary course of business in our segments.  We rely upon our pending and issued patents, registered and unregistered trademark rights, nondisclosure and confidentiality agreements with our employees, subcontractors, customers and others, and on various other security measures to protect our intellectual property.  Our patents relating to certain exhaust systems will expire in 2016, a patent relating to a filter element clip will expire in 2027 and a patent for the acoustic module enclosure door will expire in 2032.  We have patent applications pending for other products.  We do not believe that any single patent or proprietary technology is material to our business, and we do not believe our competitive position would be materially affected by competitors also using similar technologies and systems.

 

Compliance with Government Regulations

 

We are subject to certain federal, state and local environmental, occupational health, nuclear regulatory, export and product safety laws applicable in the countries in which we operate.  We also purchase materials and equipment from third‑parties, and engage subcontractors, who are also subject to these laws and regulations.

 

Environmental.  We are subject to extensive and changing environmental laws and regulations in the U.S. and in international jurisdictions where we do business.  These laws and regulations relate primarily to air and water pollutants and the management and disposal of hazardous materials.  We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or hazardous materials.

 

Health and Safety Regulations.  We are subject to the requirements of the U.S. Occupational Safety and Health Act and comparable state and international laws.  Regulations promulgated by these agencies require employers and independent contractors who perform construction services, including electrical and repair and maintenance, to implement work practices, medical surveillance systems and personnel protection programs in order to protect employees from workplace hazards and exposure to hazardous chemicals and materials.  In recognition of the potential for accidents within various scopes of work, these agencies have enacted very strict and comprehensive safety regulations.

 

Nuclear Regulatory Commission.  Owners of nuclear power plants are licensed to build, operate and maintain those plants by the NRC.  Their license requires that they qualify their suppliers and contractors to ensure that the suppliers and contractors comply with NRC regulations.  Our Nuclear Services segment must demonstrate to its customers that we will comply with NRC regulations related to quality assurance, reporting of safety issues, security and control of personnel access and conduct.

 

Other Regulatory Matters.  To the extent we export technical services, data and products outside of the U.S., we are subject to U.S. and international laws and regulations governing international trade and exports.  These include and are not limited to the Foreign Corrupt Practices Act and the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Assets Control within the U.S. Department of the Treasury.  A failure to comply with these laws and regulations could result in civil or criminal sanctions, including the imposition of fines, the denial of export privileges and suspension or debarment from participation in U.S. government contracts.

 

While we believe that we operate safely and prudently and in material compliance with all environmental, occupational health, nuclear regulatory, export and product safety laws, there can be no assurance that accidents will not occur or that we will not incur substantial liability in connection with the operation of our business.  However, we believe that all our operations are in material compliance with those laws and we do not anticipate any material capital expenditures or material adverse effect on earnings or cash flows as a result of complying with these laws.

 

Available Information

 

We file reports with the Securities and Exchange Commission (the “SEC”), including our annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K, and amendments to those reports filed or furnished to the SEC pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The general public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room located at 100 F Street N.E., Washington, DC 20549.  The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1‑800‑SEC‑0330.  The SEC maintains an Internet site, www.sec.gov, which contains the Company’s reports, proxy and information statements, and other information we have filed electronically with the SEC.

 

Copies of our annual reports are available at our website at www.globalpower.com under the heading “Investor

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Relations.” The information disclosed on our website is not incorporated by this reference and is not a part of this Annual Report on Form 10‑K.  We make available on our website, free of charge, our annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8‑K and any amendments to these reports, as soon as reasonably practicable after we electronically file with or furnish the reports to the SEC.  The following corporate governance related documents are also available free on our website:

 

 

 

 

 

 

 

 

Executive Officers and Key Employees of the Registrant

 

The following sets forth information regarding our executive officers and key employees as of December 31, 2014.  Executive officers are appointed by, and hold office at the discretion of, our Board of Directors, subject to the terms of any employment agreements.

 

 

 

Luis Manuel Ramírez, 48, has served as our President, Chief Executive Officer (“CEO”) and Director since July 1, 2012.  Mr. Ramírez previously served 12 years with General Electric (“GE”), most recently as Chief Executive Officer of GE Energy Industrial Solutions, a more than $3 billion global electrical products and services business operating in over 60 countries.  In 2012, he was named one of the Top 100 Movers and Shakers of the Smart Grid by Greentechmedia.com, and has also held a variety of leadership roles in industry associations.  Prior to his employment with GE, Mr. Ramírez worked for more than a decade in a number of technology, financial and business roles with Siemens.  Mr. Ramírez received his Bachelor’s degree in Computer Information Systems, with a minor in Business Administration, from DeVry Institute of Technology, Atlanta, GA, and participated in the Executive Advanced Management Certificate Program at Duke University, Durham, NC.

 

Raymond K. Guba, 55, joined Global Power as Senior Vice President and Chief Financial Officer in November 2013, bringing with him more than 25 years of financial and executive management experience, including expertise in corporate realignments and establishing shared services structures.  Prior to joining the Company, Mr. Guba was Executive Vice President and Chief Financial Officer of FTS International, a privately‑owned global Oil and Gas Services business with approximately $2 billion of annual revenue.  Previously, he was Executive Vice President and Chief Financial and Administrative Officer with Integrated Electrical Services.  Mr. Guba began his career as a public accountant, and then joined GE in 1986.  He spent 19 years at GE in progressively advancing roles, including CFO of Auto Financials Services in Tokyo and Manager of Finance (CFO) for GE Energy’s Installations and Field Services, a $3 billion global division.  Mr. Guba holds a BA in Economics and English from Rutgers, The State University of New Jersey.

 

Tracy D. Pagliara, 52, has served as our Chief Administrative Officer, General Counsel and Secretary since

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January 2014.  He previously served as our General Counsel, Secretary, and Vice President of Business Development from April 2010 through December 2013.  Prior to joining the Company, Mr. Pagliara served as the Chief Legal Officer of Gardner Denver, Inc., a leading global manufacturer of highly engineered compressors, blowers, pumps and other fluid transfer equipment, from August 2000 through August 2008.  He also had responsibility for other roles during his tenure with Gardner Denver, including Vice President of Administration, Chief Compliance Officer, and Corporate Secretary.  Prior to joining Gardner Denver, Mr. Pagliara held positions of increasing responsibility in the legal departments of Verizon Communications/GTE Corporation from August 1996 to August 2000 and Kellwood Company from May 1993 to August 1996, ultimately serving in the role of Assistant General Counsel for each company.  Mr. Pagliara has a B.S. in Accounting and a J.D. from the University of Illinois.  He is a member of the Missouri and Illinois State Bars and is a Certified Public Accountant.

 

Keri Jolly, 47, joined Global Power as Chief Human Resources Officer in August 2014.  Ms. Jolly brings 25 years of dynamic, hands-on experience in developing HR strategies to meet business needs across diverse industries.  Prior to joining the Company, she served as Chief Human Resources Officer for Vertex Business Services, a provider of information technology professional services and business process outsourcing for the utilities industry, from 2011 to 2014.  She also formerly served as Senior Vice President, Human Resources for Invensys Operations Management, a global manufacturer and provider of automation and information technology systems, software solutions and consulting for manufacturing industries across 80 countries, from 2007 to 2011.  Earlier in her career, Ms. Jolly held executive-level positions at United Health Group, American Express and GE Capital.  She has a BBA from the University of St. Thomas in Minneapolis, MN and an MBA from the University of Minnesota.

 

Penny Sherrod‑Campanizzi, 57, served as President of our Electrical Solutions segment until January 5, 2015, a position she held since September 2013.  She joined Global Power in 2010 as Chief Operating Officer of our former Services segment, then served as Senior Vice President of Operations and Support and was named President of Energy, Parts and Control Solutions for the Product Solutions segment in November 2012.  Prior to joining Global Power, Ms. Sherrod‑Campanizzi worked for over 30 years at Babcock & Wilcox and held positions of increasing responsibility including Director, Business Development, Director, Enterprise Systems and General Manager, Replacement Parts, B&W Service Company.  Ms. Sherrod‑Campanizzi holds an MBA from the University of Phoenix.

 

John A. Durkee, 53, was appointed to President, Auxiliary Products on October 1, 2013.  Mr. Durkee also holds positions in a number of our subsidiaries, serving as the Chief Executive Officer of Braden Manufacturing, LLC, Chief Executive Officer of Braden Construction Services, Inc., Managing Director A of Braden‑Europe, B.V., Chairman and Legal Representative of Braden Power Equipment (Shanghai) Co., Ltd., and President of Steam Enterprises, LLC.  Mr. Durkee brings over 25 years of global experience in the energy sector, most recently providing engineering services to industrial and power generation markets with an emphasis on U.S. utilities.  Prior to joining Global Power, he managed the North American Power and Industrial Engineering and Construction Services business of SNC Lavalin.  Prior thereto, he was President at Brand Energy and Infrastructure Services where he oversaw and implemented strategic and tactical growth initiatives.  Previously, Mr. Durkee spent 15 years in progressively challenging roles within GE Energy.  Mr. Durkee received his Bachelor of Science in Mechanical Engineering from Manhattan College, is six sigma certified and participated in several advanced management programs at GE.

 

Tedd A. Sellers, 45, served as President of our Energy Services segment until January 23, 2015, a position he held since August 2013.  Mr. Sellers began his career in 1993 at GE Energy as a field engineer in the Power Generation Services division.  Following that role, Mr. Sellers held a number of domestic and international roles in sales, commercial operations and business unit leadership roles in services over a 19 year career at GE Energy.  Most recently he was Vice President of Sales for Circor Flow Technologies.  Mr. Sellers holds a Bachelor of Science degree in Mechanical Engineering Technology from Purdue University.

 

Item 1A.  Risk Factors.

 

Our business, financial condition and results of operations may be impacted by one or more of the following factors, any of which could cause actual results to vary materially from historical and current results, or anticipated future results.

 

Risk Factors Related to Our Operations

 

A substantial portion of the revenue from our Nuclear Services segment deals directly with nuclear power.  The cost of operating a nuclear power plant could cause utilities to consider less costly power generation options.  The shutdown of nuclear power plants could have a material adverse effect on our operations.

 

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The demand for our nuclear services in the Nuclear Services segment depends on the continued operation of nuclear power plants.  If nuclear power plants do not remain cost competitive compared to other power generation options, utilities could choose to shut down operations at nuclear power plants.  The cost competitiveness of operating a nuclear power plant could be affected by factors such as an adverse change in U.S. policy, increased maintenance costs and continued low natural gas prices.

 

The U.S. government has been supportive of increased investment in nuclear power as it represents approximately 20% of the total power generating capacity in the U.S.  However, if the U.S. government changes its policy or if public acceptance of nuclear technology declines, demand for nuclear power could be negatively affected and potentially increase the regulation of the nuclear power industry.

 

Because our Nuclear Services segment deals directly with nuclear power, utilities opting to replace costly nuclear power plants with less costly power generation options could have a material effect on our operations.

 

If our costs exceed the estimates we use to set the fixed prices of our contracts, our earnings will be reduced.

 

The majority of our product sales contracts and a portion of our nuclear and industrial services contracts are entered into on a fixed‑price basis.  Under these fixed‑price contracts, we have a limited ability to recover any cost overruns.  Contract prices are established based in part on our projected costs, which are subject to a number of assumptions.  The costs that we incur in connection with each contract can vary, sometimes substantially, from our original projections.  Because of the large scale and complexity of our contracts, unanticipated changes may occur, such as customer budget decisions, design changes, delays in receiving permits and cost increases, as well as delays in delivery of our products.  We often are contractually subject to liquidated damages for late delivery.  Unanticipated cost increases or delays may occur as a result of several factors, including:

 

 

 

 

 

Cost increases or overruns that we cannot pass on to our customers, or our payment of liquidated damages under our contracts, will lower our earnings.  Increases in commodity prices may adversely affect our gross margins.

 

If we are unable to control the quality or timely production of products manufactured or services provided by our subcontractors, our reputation could be adversely affected and we could lose customers.  If we are unable to recover any advance progress payments made to subcontractors, our profitability would be adversely affected.

 

We rely on subcontractors to manufacture and assemble a substantial portion of our products, as well as provide some specialty services.  Subcontractors account for a significant percentage of our manufacturing costs.  The quality and timing of production by our subcontractors is not totally under our control.  Our subcontractors may not always meet the level of quality control and the delivery schedules required by our customers.  The failure of our subcontractors to produce quality products in a timely manner could adversely affect our reputation and result in the cancellation of orders for our products, significant warranty and repair costs and the loss of customers.  Alternatively, we could be required to move subcontract manufacturing to other locations, resulting in increased costs.

 

In addition, we make advance progress payments to subcontractors in anticipation of their completion of our orders.  We may be unable to recover those advances if a subcontractor fails to complete an order, which may adversely affect our profitability and cash flow.

 

Our profitability and financial condition may be adversely affected by risks associated with the natural gas and oil pipeline industry, such as price fluctuations and supply and demand for oil and natural gas.

 

Our Product Solutions segment is exposed to risks associated with the use of natural gas and oil as energy sources.  These risks, which are not subject to our control, include the volatility of natural gas and oil prices, the lower demand for power generation from natural gas, a slowdown in the construction of oil and gas pipelines and a slowdown in the discovery

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or development of natural gas and/or oil reserves.  While higher natural gas and oil prices generally result in increased infrastructure spending by customers in our Product Solutions segment, sustained high energy prices could be an impediment to economic growth and could result in reduced infrastructure spending by such customers.  Higher prices could also decrease spending on power generation equipment, and related infrastructure, an important component to the success of our Product Solutions segment.  Further, if the discovery or development of natural gas and/or oil reserves slowed or stopped, customers would likely reduce capital spending on mainline pipe, gas gathering and compressor systems and other related infrastructure, resulting in less demand for the portfolio of products of our Product Solutions segment.  If the profitability of our Product Solutions segment were to decline, our overall profitability, results of operations and cash flows could also be adversely affected.  The significant increase in the North American supply of natural gas due to ongoing development of unconventional shale formations has also resulted in low natural gas prices for the past several years.  Lower natural gas and oil prices sometimes result in decreased spending by certain customers in our Product Solutions segment, which could likewise adversely affect our overall profitability, results of operations and cash flows.

 

Our future revenue and operating results may vary significantly from reporting period to reporting period.

 

Our quarterly and annual revenue and earnings have varied in the past and are likely to vary in the future.  Our product sales contracts contain customer‑specific delivery terms that, coupled with other factors beyond our control, may result in uneven recognition of revenue and earnings over time.  Customer‑imposed delays can significantly impact the timing of revenue recognition.  Due to our relatively large average contract size, our product sales volume during any given period may be concentrated in relatively few orders, intensifying the magnitude of these fluctuations.  Furthermore, some of our operating costs are fixed.  As a result, we may have limited ability to reduce our operating costs in response to unanticipated decreases in our revenue or the demand for our products in any given reporting period.  Therefore, our operating results in any reporting period may not be indicative of our future performance.  Because we must make significant estimates related to potential costs when we recognize revenue on a percentage‑of‑completion basis, these costs may change significantly from reporting period to reporting period based on new project information.  For example, if labor efficiency experienced on a project is lower than we estimated at the outset of the project, the costs incurred on the project will increase and the percentage of completion may be reduced from earlier estimates.  In addition, most of our product revenue is based on fixed‑price contracts, and the relative profitability can vary significantly between contracts.  As a result, our profitability can vary from reporting period to reporting period based on the specific contract mix.

 

We may not be able to maintain or expand our business outside the U.S. because of numerous factors outside our control.

 

Our international operations are subject to a number of risks inherent in doing business outside the U.S. including:

 

 

 

 

 

 

 

 

 

 

 

 

 

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These factors may impact our ability to meet product delivery commitments in foreign countries that could result in a decline in revenue or profitability and could adversely affect our ability to maintain or expand our business outside the U.S.

 

We conduct our manufacturing operations on a worldwide basis and are subject to risks associated with doing business outside the U.S.

 

We have manufacturing facilities and subcontractors in many countries outside of the U.S., including China, Poland, Romania, the Middle East and Mexico, and increasing our manufacturing footprint to localize in emerging markets is an important element of our strategy.  There are a number of risks associated with doing business internationally, including (a) exposure to local economic and political conditions, (b) social unrest such as risks of terrorism or other hostilities, (c) currency exchange rate fluctuations and currency controls, (d) export and import restrictions, and (e) the potential for shortages of trained labor.  In particular, there has been social unrest in the Middle East and Mexico, and any increased violence in or around our manufacturing facilities could impact our business by disrupting our supply chain, and the delivery of products to customers.  In addition, the increased violence in or around our manufacturing facilities could present several risks to our employees who may be directly affected by the violence and may result in a decision by them to relocate from the area, or make it difficult for us or our subcontractors to recruit or retain talented employees.  The likelihood of such occurrences and their potential effect are unpredictable and vary from country to country.  Any such occurrences could be harmful to our business and our financial results.

 

A material portion of our revenue is from sales of equipment for gas turbine power plants, as well as packaged control house solutions to the oil and gas pipeline industry.  During periods of declining construction of new gas turbine power plants or any general decline in the oil and gas pipeline industry, the market for our products is significantly diminished.

 

The demand for our products depends on the continued construction of gas turbine power generation plants, as well the success of the oil and gas pipeline industry.  The power generation equipment industry has experienced cyclical periods of slow growth or decline.  During periods of decreased demand for new gas turbine power plants or general decline in the oil and gas pipeline industry, our customers may be more likely to decrease expenditures on the types of products and systems that we supply and, as a result, our future revenue may decrease.  These projects typically require funding from a healthy credit market as well.  As long as credit markets are tight, funding could be difficult to obtain, therefore delaying or even cancelling these types of projects entirely.  Because our growth strategy includes focusing on the natural gas growth trend, a rise in the price or a shortage in the supply of natural gas could affect the profitability or operations of gas turbine power plants or the oil and gas pipeline industry, which could adversely affect our future revenue.  These and other factors may temper demand for our products.  If in a particular geographic area prices of natural gas are so high or the supply of natural gas is so limited as to make the construction of new gas turbine power plants or oil and gas pipelines uneconomical in that geographic area, we may not derive any future revenue from projects in that geographic region unless and until those factors are reversed.

 

Environmental laws and regulations have played a part in the increased use of gas turbine technology in various jurisdictions.  These laws and regulations may change or other jurisdictions may not adopt similar laws and regulations.  Changes in existing laws and regulations could result in a reduction in the building and refurbishment of gas turbine power plants or oil and gas pipelines.  In addition, stricter environmental regulation could result in our customers seeking new ways of generating electricity that do not require the use of our products.  Furthermore, although gas turbine power plants have lower carbon dioxide emissions per unit of electricity provided than coal‑fired power plants, emissions from gas turbine power plants remain a concern, and attempts to reduce or regulate emissions could increase the cost of gas turbine power plants and result in our customers switching to alternative sources of power.

 

Other current power technologies, improvements to these technologies and new alternative power technologies that compete or may compete in the future with gas turbine power plants could affect our sales and profitability.  Any change in the power generation industry that results in a decline in the construction of new combined cycle and simple cycle power plants or a decline in the upgrading of existing simple cycle power plants to combined cycle power plants could materially adversely affect our sales.

 

A small number of major customers account for a significant portion of our revenue, and the loss of any of these customers could negatively impact our business.

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We depend on a relatively small number of customers for a significant portion of our revenue.  In 2014, four customers accounted for approximately 57% of our consolidated revenue and approximately 52% of our backlog at the end of 2014.  In 2013, four customers accounted for approximately 62% of our consolidated revenue and approximately 68.7% of our backlog at the end of 2013.  In 2012, four customers accounted for approximately 61% of our consolidated revenue and approximately 67% of our backlog at the end of 2012.  For a listing of our major customers, see Note 16—Major Customers and Concentration of Credit Risk included in our notes to consolidated financial statements beginning on page F-38.    Other than their obligations under firm orders placed in our backlog, none of our customers have a long‑term contractual obligation to purchase any material amounts of products or services from us.  All of our firm orders contain cancellation provisions, which permit us to recover only our costs and a portion of our anticipated profit if a customer cancels its order.  If a customer elects to cancel, we would not realize the full amount of future revenue included in our backlog.  We expect to continue to depend upon a relatively small number of customers for a significant percentage of our revenue.  Because our major customers represent a large part of our business, the loss of any of our major customers could negatively impact our business and results of operations.  Several of our customers have the ability to internally source some of the products we manufacture.  Any increase in this activity could reduce our sales.

 

Our business volumes with each of our largest customers are highly dependent on power generation capacity additions for our Product Solutions segment and on operations and maintenance budgets for U.S. utilities for our Nuclear Services segment and Energy Services segment.  Fluctuations in any of these factors could materially adversely impact our results.

 

The dollar amount of our backlog, as stated at any time, is not necessarily indicative of our future revenue.

 

When we receive a firm order for a project from a customer, it is added to our backlog.  However, customers may cancel or delay projects for reasons beyond our control and we may be unable to replace any canceled orders with new orders.  To the extent projects are delayed, the timing of our revenue could be affected.  If a customer cancels an order, we may be reimbursed for the costs we have incurred.  Typically, however, we have no contractual right to the full amount of the revenue reflected in our backlog contracts in the event of cancellation.  In addition, projects may remain in our backlog for extended periods of time.  Furthermore, a portion of our backlog for multi‑year service maintenance contracts are based on what we expect to perform in the next twelve months of work and thus not necessarily supported by a firm purchase order.  If that work does not materialize, then our backlog would be negatively impacted as that work would be considered a “cancellation”.  Revenue recognition occurs over extended periods of time and is subject to unanticipated delays.  Fluctuations in our reported backlog levels also result from the fact that we may receive a small number of relatively large orders in any given reporting period that may be included in our backlog.  Because of these large orders, our backlog in that reporting period may reach levels that may not be sustained in subsequent reporting periods.  Our backlog, therefore, is not necessarily indicative of our future revenue or of long‑term industry trends.

 

The success of our business is partially dependent upon maintaining our safety record.

 

Our ability to obtain new business and retain our current business, particularly in our Nuclear Services segment and Energy Services segment, is partially dependent on our continuing ability to maintain a safety record that exceeds the industry average.  If we fail to maintain superior safety performance, or if serious accidents occur in spite of our safety procedures, our revenue and results of operations could be materially and adversely affected.

 

Our dependence on suppliers and subcontractors could expose us to the risk of loss in our operations.

 

We rely significantly on suppliers to obtain necessary materials and subcontractors to perform manufacturing and services.  Although we are not dependent on any single supplier or subcontractor, any substantial limitation on the availability of required suppliers or subcontractors could negatively impact our operations.  The risk of a lack of available suppliers or subcontractors may be heightened as a result of recent market and economic conditions.  To the extent we cannot engage subcontractors or acquire equipment or materials, we could experience losses in the performance of our operations.

 

Our former operating unit has been named as a defendant in asbestos personal injury lawsuits.

 

As discussed in Note 15—Commitments and Contingencies in the notes to our consolidated financial statements beginning on page F-36  our former operating unit has been named as a defendant in a limited number of asbestos personal injury lawsuits.  Neither we nor our predecessors ever mined, manufactured, produced or distributed asbestos fiber, the material that allegedly caused the injury underlying these actions.  The bankruptcy court’s discharge order issued upon emergence from bankruptcy extinguished the claims made by all plaintiffs who had filed asbestos claims against us before

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that time.  We believe the bankruptcy court’s discharge order should serve as a bar against any later claim filed against us, including any of our subsidiaries, based on alleged injury from asbestos at any time before emergence from bankruptcy.  In all of the asbestos cases finalized post‑bankruptcy, we have been successful in having such claims dismissed without liability.  Moreover, during 2012, we secured insurance coverage that will help to reimburse the defense costs and potential indemnity obligations of our former operating unit relating to these claims.  Nonetheless, findings of liability on our part in any of these cases that were filed against us after we emerged from bankruptcy that remain unresolved could have an adverse effect on our financial position, results of operations or liquidity.

 

Efforts to increase our size through acquisitions will involve risks that could result in a material adverse effect on our business.

 

We intend to actively pursue additional acquisition opportunities, some of which may be material to our business and financial performance.  We may not be able to grow our business in the future through acquisitions for a number of reasons, including:

 

 

 

 

 

 

In addition, there are potential risks associated with growing our business through acquisitions, including the failure to successfully integrate and realize the expected benefits of an acquisition.  For example, with any past or future acquisition, there is the possibility that:

 

 

 

 

 

 

 

 

 

These risks could have a material adverse effect on our business, financial condition and results of operations.

 

Compliance with environmental laws and regulations is costly, and our ongoing operations may expose us to environmental liabilities.

 

Our operations are subject to laws and regulations governing the discharge of materials into the environment or otherwise relating to the protection of the environment or human health and safety.  We are subject to various U.S. federal statutes and the regulations implementing them, as well as similar laws and regulations at the state and local levels and in other countries in which we operate.

 

If we fail to comply with environmental laws or regulations, we may be subject to significant liabilities for fines, penalties or damages, or lose or be denied significant operating permits.  For example, if employees of our Nuclear Services

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segment or Energy Services segment accidentally release hazardous substances while working at a customer’s facility, we may be subject to fines and costs of clean up as well as lawsuits by third parties.  In addition, some environmental laws impose liability for the costs of investigating and remediating releases of hazardous substances without regard to fault and on a joint and several basis, so that in some circumstances, we may be liable for costs attributable to hazardous substances released into the environment by others.

 

We generally provide warranties for terms of three years or less on our products.  These warranties require us to repair or replace faulty products.  Warranty claims could result in significant unanticipated costs.  The need to repair or replace products with design or manufacturing defects could also temporarily delay the sale of new products and adversely affect our reputation.

 

In addition, we may be subject to product liability claims involving claims of personal injury or property damage.  The sale and servicing of complex, large scale equipment used in a variety of locations and climates, and integrating a variety of manufactured and purchased components entails an inherent risk of disputes and liabilities relating to the operation and performance of the equipment and the health and safety of the workers who operate and come into contact with the machinery.  Because our products are used primarily in power plants, claims could arise in different contexts, including the following:

 

 

 

For example, a failure of a filter house provided by us could result in significant damage to costly precision components of the gas turbine generator that takes in conditioned air from the filter house.  This, in turn, could cause the owner of the gas turbine to seek to recover significant damages from us.  The insurance policies we maintain to cover claims of this nature are subject to deductibles and recovery limitations as well as limitations on contingencies covered, and we may, therefore, suffer losses from these claims for which no insurance recovery is available.

 

Expiration of the Price‑Anderson Act’s indemnification authority could have adverse consequences on our Nuclear Services segment.

 

We provide services to the nuclear industry through our Nuclear Services segment.  The Price‑Anderson Act promotes the nuclear industry by offering broad indemnification to commercial nuclear power plant operators and the DOE for liabilities arising out of nuclear incidents at power plants licensed by the NRC and at DOE nuclear facilities.  That indemnification protects not only the NRC licensee or DOE prime contractor, but also others like us who may be doing work under contract or subcontract for a licensed power plant or under a DOE prime contract.  The Energy Policy Act of 2005 extended the period of coverage to include all nuclear power reactors issued construction permits through December 31, 2025.  A problem related to our provision of services at a nuclear facility could lead to a damage claim against us for which we might not be entitled to indemnification.  In addition, any well‑publicized problem with those services, whether actual or perceived, could adversely affect our reputation and reduce demand for our services.

 

Our revenue would be adversely affected if our patents and other intellectual property rights are unable to protect our proprietary products.

 

Our success depends significantly on our ability to protect our intellectual property rights to the technologies and know‑how used in our proprietary products and software programs.  We rely on patent protection, as well as a combination of trade secret, unfair competition and similar laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary rights.  However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage.  We also rely on unpatented proprietary technology.  We cannot provide assurance that we can meaningfully protect all of our rights in our unpatented proprietary technology, or that others will not independently develop substantially equivalent proprietary products or processes or otherwise gain access to our unpatented proprietary technology.

 

If we were required to commence legal actions to enforce our intellectual property or proprietary rights or to defend ourselves against claims that we are infringing on the intellectual property or proprietary rights of others, we could incur substantial losses and/or costs and divert management’s attention from operations.

 

Our failure to attract and retain qualified personnel, including engineers, skilled workers and key officers, could have an

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adverse effect on us.

 

Our ability to attract and retain qualified professional and/or skilled personnel in accordance with our needs, either through direct hiring, subcontracting or acquisition of other firms employing such professionals, is an important factor in determining our future success.  The market for these professionals is competitive, and there can be no assurance that we will be successful in our efforts to attract and retain needed personnel.  Our ability to successfully execute our business strategy depends, in part, on our ability to attract and retain highly qualified, experienced mechanical, design, structural and software engineers, service technicians, marketing and sales personnel in our Product Solutions, Nuclear Services and Energy Services segments.  Demand for these workers can at times be high and the supply extremely limited.  Our success is also highly dependent upon the continued services of our key officers, and we do not maintain key employee insurance on any of our executive officers.

 

If we are unable to retain qualified personnel, the roles and responsibilities of those employees will need to be filled, which may require that we devote time and resources to identifying, hiring and integrating new employees.  In addition, the failure to attract and retain key employees, including officers, could impair our ability to sustain or expand our operations, to provide services to our customers and conduct our business effectively.

 

Demand for our products and services is cyclical and vulnerable to economic slowdowns and reductions in private industry and government spending.  In times of general economic contraction, our revenue, profits and our financial condition may be adversely affected and will not necessarily rise in tandem with general economic expansion.

 

The industries we serve historically have been, and will likely continue to be, cyclical in nature and vulnerable to general slowdowns in U.S. and international economies.  Consequently, our results of operations have fluctuated and may continue to fluctuate depending on the demand for products and services from these industries.

 

Orders for new electrical power generation capacity are placed by our customers with long lead times.  Consequently, our bookings and revenue may rise or fall sharply as total industry orders tend to follow pronounced cycles of general expansion and contraction.  During a contraction phase, limited investment in new projects, deferrals of planned projects and project cancelations may significantly reduce our potential recognition of revenue and profits.  At the end of an expansion phase, the existence of excess capacity will negatively affect power prices which results in a reduction in new orders.  In addition to being cyclical in nature, our revenue does not correlate precisely with changes in actual or forecasted new capacity due to timing differences in revenue recognition.

 

During periods of declining demand for power, many of our customers may face budget shortfalls or may delay capital spending that may decrease the overall demand for our products and services.  Our customers may find it more difficult to obtain project financing due to limitations on the availability of credit and other uncertainties in the global credit markets.  In addition, our customers may demand better pricing terms and their ability to timely pay our invoices may still be affected by the recent economic slowdown.  If private industry and government spending are reduced, then our revenue, net income and overall financial condition may be adversely affected.

 

Systems and information technology interruption could adversely impact our ability to operate.

 

We depend on our information technology systems for many aspects of our business.  Our business may be adversely affected if our systems are disrupted by security breaches or if we are unable to improve, upgrade, integrate or expand our systems to meet our changing needs.  A failure to successfully implement new systems could adversely affect our business.  Any damage, delay or loss of critical data associated with our systems may delay or prevent certain operations and may materially adversely affect our financial condition, results of operations and cash flows.

 

The supply and cost of materials we use in manufacturing our products fluctuate and could increase our operating costs.

 

Steel is a significant portion of the raw materials used in our products.  Local shortages of steel plate sometimes arise and it is possible that an adequate supply of steel will not continue to be available in all locations on terms acceptable to us.  The materials we use in our products are subject to price fluctuations that we cannot control.  Changes in the cost of raw materials can have a significant effect on our gross margins.  Rapid increases in material prices are difficult to pass through to customers.  If we are unable to pass on these higher costs, our results of operations and financial condition could be negatively impacted.

 

Our participation in multiemployer pension plans could adversely impact our liquidity and results of operations.

 

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We contribute to over 150 multiemployer pension plans throughout the U.S. We believe that our responsibility for potential withdrawal liabilities associated with participating in multiemployer pension plans is limited because the building and construction trades exemption should apply to the substantial majority of our plan contributions.  However, pursuant to the Pension Protection Act of 2006 and other applicable law, we are exposed to other potential liabilities associated with plans that are underfunded.  As of December 31, 2014, we had been notified that certain pension plans were in critical funding status.  Currently, certain plans are developing, or have developed, a rehabilitation plan that may call for a reduction in participant benefits or an increase in future employer contributions.  Therefore, in the future, we could be responsible for potential surcharges, excise taxes and/or additional contributions related to these plans which could impact our liquidity and results of operations.  Additionally, market conditions and the number of participating employers remaining in each plan may result in a reorganization, insolvency or mass withdrawal that could materially affect the funded status of multiemployer plans and our potential withdrawal liability, if applicable.  We continue to actively monitor, assess and take steps to limit our potential exposure to any surcharges, excise taxes, additional contributions and/or withdrawal liabilities.

 

Foreign exchange risks may affect our ability to realize a profit from certain projects or to obtain projects.

 

We generally attempt to denominate our contracts in U.S. Dollars or in the currencies of our expenditures.  However, we do enter into contracts that subject us to foreign exchange risks, particularly to the extent contract revenue are denominated in a currency different than the contract costs.  We may seek to minimize our exposure from foreign exchange risks by limiting foreign currency contracts to those currencies where we have ongoing operating expenditures or entering into hedge contracts if there are limited ongoing expenditures in the same currencies.  However, these actions may not always eliminate all foreign exchange risks.

 

New legislation and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays to our customers and our operations.

 

Members of the U.S. Congress and the U.S. Environmental Protection Agency (“EPA”) are reviewing more stringent regulation of hydraulic fracturing, a technology which involves the injection of water, sand and chemicals under pressure into rock formations to stimulate oil and natural gas production.  Both the U.S. Congress and the EPA are studying whether there is any link between hydraulic fracturing and soil or ground water contamination or any impact on public health or the environment.  Legislation has been introduced before Congress to provide for federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the fracturing process.  In addition, some states have adopted, and others are considering adopting, regulations that could restrict hydraulic fracturing.  Any new laws, regulation or permitting requirements regarding hydraulic fracturing could lead to delays in the construction of new gas turbine power plants and/or increased operating costs for existing gas turbine power plants which could negatively impact demand for our products.

 

We are subject to anti‑bribery laws in the countries in which we operate.  Failure to comply with these laws could result in our becoming subject to penalties and the disruption of our business activities.

 

Many of the countries in which we transact business have laws that restrict the offer or payment of anything of value to government officials or other persons with the intent of gaining business or favorable government action.  We are subject to these laws in addition to being governed by the U.S. Foreign Corrupt Practices Act restricting these types of activities.  In addition to prohibiting certain bribery‑related activity with foreign officials and other persons, these laws provide for recordkeeping and reporting obligations.

 

Any failure by us, our subcontractors, agents or others who work for us on our behalf to comply with these legal and regulatory obligations could impact us in a variety of ways that include, but are not limited to, significant criminal, civil and administrative penalties.  The failure to comply with these legal and regulatory obligations could also result in the disruption of our business activities.

 

A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could increase our tax burden and otherwise adversely affect our financial condition, results of operations and cash flows.

 

A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a higher tax rate on our earnings, which could result in a significant negative impact on our earnings and cash flows from operations.  We continue to assess the impact of various legislative proposals, including U.S. federal and state proposals, and modifications to existing tax treaties, that could result in a material increase in our taxes.  We cannot predict whether any specific legislation will be enacted or the terms of any such legislation.  However, if such proposals were to be enacted, or if modifications were to be made to certain existing treaties, the consequences could have a materially adverse impact on us, including increasing our tax burden, increasing costs of our tax compliance or otherwise adversely affecting our financial

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condition, results of operations and cash flows.

 

Work disruptions resulting from the expiration of our collective bargaining agreements or otherwise could result in increased operating costs and affect our operating performance.

 

Certain of our temporary Nuclear Services segment and Energy Services segment craft employees, Koontz‑Wagner employees and Mexico employees are represented by labor unions with which we have collective bargaining agreements.  There can be no assurance that we will not experience labor disruptions associated with a lengthy strike or the expiration or renegotiation of collective bargaining agreements or other work stoppage at our Mexico facility or at our customer locations, which could adversely affect our operating performance and may result in additional expenses and possible loss of revenue.

 

New regulations related to conflict minerals may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.

 

On August 22, 2012, under the Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC adopted new requirements for companies that use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties.  We do anticipate filing this disclosure and are currently conducting due diligence to ensure we disclose and report whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries by the required due date.  The implementation of these new requirements could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of certain components incorporated in our products.  In addition, to the extent the rules apply to us, we will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products.  Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the diligence procedures that we implement, which may harm our reputation.  In such event, we may also face difficulties in satisfying customers who require that all of the components of our products are certified as conflict mineral‑free.

 

Risk Factors Related to Our Liquidity and Capital Resources

 

Volatility and uncertainty of the credit markets may negatively impact us.

 

We intend to finance our existing operations and initiatives with existing cash and cash equivalents, investments, cash flows from operations and potential borrowings under our Revolving Credit Facility entered into on February 21, 2012.  Effective December 17, 2013, we exercised our rights under the accordion feature pursuant to and in accordance with the terms of the Revolving Credit Facility, and increased the revolving credit commitments available to us under the Revolving Credit Facility from $100 million to $150 million.  If adverse national and international economic conditions continue or deteriorate further, it is possible that we may not be able to fully draw upon our Revolving Credit Facility and we may not be able to obtain new financing on favorable terms.  In addition, deterioration in the credit markets could adversely affect the ability of many of our customers to pay us on time and the ability of many of our suppliers to meet our needs on a competitive basis.  If we cannot access necessary additional funds on acceptable terms, our business and operations may be negatively impacted.

 

If we became unable to obtain adequate surety bonding or letters of credit, it could reduce our ability to bid on new work, which could have a material adverse effect on our future revenue and business prospects.

 

In line with industry practice, we are often required to provide performance and surety bonds to customers and may be required to provide letters of credit.  These bonds and letters of credit provide credit support for the client if we fail to perform our obligations under the contract.  If security is required for a particular project and we are unable to obtain a bond or letter of credit on terms commercially acceptable to us, we may not be able to pursue that project.  In addition, bonding may be more difficult to obtain in the future or may only be available at significant additional cost as a result of general conditions that affect the insurance and bonding markets.  Surety bonds and letters of credit may cease to be available to us on commercially reasonable terms.

 

The limitations and covenants contained in our Revolving Credit Facility could constrain our ability to borrow additional money, sell assets and make acquisitions.  Compliance with these restrictions and covenants may limit our ability to fully implement elements of our business strategy.

 

Our Revolving Credit Facility contains a number of limitations and covenants that could limit our ability and that of our subsidiaries to:

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In addition, our Revolving Credit Facility contains other covenants, including covenants that require us to maintain specified financial ratios, including total leverage and interest coverage.

 

If we are unable to remain in compliance with our financial covenants currently in effect under our Revolving Credit Facility or obtain additional amendments or waivers from our lenders, we may be forced to reduce or delay capital expenditures and business acquisitions, restructure or refinance our indebtedness, decline certain business opportunities from customers or seek additional capital.

 

If we were required to write down our goodwill or other indefinite lived long‑term assets, our results of operations and stockholders’ equity could be materially adversely affected.

 

We are required to review goodwill and indefinite lived intangible assets for potential impairment at least annually in accordance with generally accepted accounting principles in the U.S.  Although our reviews have not indicated any impairment, we have approximately $135.5 million of goodwill and trade names recorded on our consolidated balance sheet as of December 31, 2014.  If there is a long-term economic deterioration in the markets in which we operate or our current and projected results of operations decline, an impairment of these assets may be triggered.  Although impairment does not negatively impact our cash flow, if we were required to write down our goodwill or other intangible assets, our results of operations could be materially adversely affected.

 

We are exposed to market risks from changes in interest rates and foreign currency exchange rates.

 

We are subject to market risk exposure related to changes in interest rates and from fluctuations in foreign currency exchange rates.  Portions of our operations are located in foreign jurisdictions and a portion of our billings is paid in foreign currencies.  Changes in foreign currency exchange rates or weak economic conditions in foreign markets could therefore cause fluctuations in revenue derived from foreign operations.  For example, a decrease in the value against the U.S. dollar of the foreign currency we receive for a project as to which a significant portion of our costs are incurred in U.S. dollars would adversely affect our revenue, as expressed in U.S. dollars, and our net income from that project.  In addition, sales of products and services are affected by the value of the U.S. dollar relative to other currencies.  Changes in foreign currency rates can also affect the costs of our products purchased or manufactured outside the U.S.  Changes in interest rates or foreign currency exchange rates could materially adversely affect our results of operations and financial position.

 

Risk Factors Related to Our Common Stock

 

Our common stock, which is listed on the New York Stock Exchange (“NYSE”), may from time to time experience significant price and volume fluctuations and our stockholders may not be able to resell their shares of common stock at or above the purchase price paid.

 

The market price of our common stock may change significantly in response to various factors and events beyond our control, including the following:

 

 

 

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Some companies that have volatile market prices for their securities have been subject to security class action suits filed against them.  If a suit were to be filed against us, regardless of the outcome, it could result in substantial costs and a diversion of our management’s attention and resources.  This could have a material adverse effect on our business, results of operations and financial condition.

 

Future sales of our common stock may depress our stock price.

 

Sales of a substantial number of shares of our common stock in the public market or otherwise, either by us, a member of management or a major stockholder, or the perception that these sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

 

The limited liquidity for our common stock could affect your ability to sell your shares at a satisfactory price.

 

Our common stock is relatively illiquid.  As of December 31, 2014, we had 17,129,119 shares of common stock outstanding.  The average daily trading volume in our common stock, as reported by the NYSE, for the 50 trading days ending on December 31, 2014 was less than 80,000 shares.  A more active public market for our common stock may not develop, which could adversely affect the trading price and liquidity of our common stock.  Moreover, a thin trading market for our stock could cause the market price for our common stock to fluctuate significantly more than the stock market as a whole.  Without a larger float, our common stock is less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our common stock may be more volatile.  In addition, in the absence of an active public trading market, stockholders may be unable to liquidate their shares of our common stock at a satisfactory price.

 

There can be no assurance that we will continue to declare cash dividends.

 

On May 30, 2012, our Board of Directors adopted a dividend policy pursuant to which we would pay quarterly dividends on our common stock.  Whether we continue that program and the amount and timing of such dividends is subject to capital availability and periodic determinations by our Board of Directors that cash dividends are in the best interest of our stockholders and are in compliance with all respective laws and agreements of the Company applicable to the declarations and payment of cash dividends.  Future dividends, their timing and amount may be affected by, among other factors: our views on potential future capital requirements for organic initiatives and strategic transactions, including acquisitions; debt service requirements; our credit rating; changes to applicable tax laws or corporate laws; and changes to our business model.  Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends of any particular amounts or at all.  A reduction in or elimination of our dividend payments could have a negative effect on our stock price.

 

Item 1B.  Unresolved Staff Comments.

 

None.

 

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Item 2.  Properties.

 

Our corporate office is currently located in Irving, Texas.  We have fourteen other U.S. facilities, as well as facilities in The Netherlands, Mexico and China.  The following table sets forth information about our principal facilities as of December 31, 2014:

 

 

 

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We consider each of our facilities to be in good operating condition and sufficient for our current use.  Our U.S. real property is encumbered by liens under our Revolving Credit Facility.  We purchased the new facility in Franklin, Indiana in October 2014 and the anticipated move-in date is late May 2015.

 

Item 3.  Legal Proceedings.

 

For a description of our material pending legal and regulatory proceedings and settlements, see Note 15—Commitments and Contingencies included in the notes to our consolidated financial statements included in this Annual Report on Form 10-K beginning on page F-36.

 

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Item 4.  Mine Safety Disclosures.

 

Not applicable.

 

Part II

 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Price of Our Common Stock

 

Our common stock is listed on the NYSE under the trading symbol “GLPW.”  The following table sets forth the high and low sale prices for our common stock based on intra‑day high and low prices during the periods indicated:

 

 

 

While we have paid dividends to holders of our common stock on a quarterly basis since May 2012, the declaration and payment of future dividends will depend on many factors, including, but not limited to, our earnings, financial condition, business development needs, regulatory considerations and the terms of our Revolving Credit Facility, and is at the discretion of our Board of Directors.

 

As of March 4, 2015, the closing price of our common stock was $12.61 per share.  There were 17,169,871 shares of our common stock outstanding and approximately 100 holders of record of our common stock. We believe that the number of beneficial holders of our common stock is substantially greater than the number of holders of record.

 

Warrant Exercises

 

As of December 31, 2012, all of the originally issued warrants to purchase 1,807,236 shares had been exercised.  The 1,807,236 warrants were exercised from 2009 to 2012 for both cash and in cashless transactions, and as a result, we issued 1,218,461 shares of common stock in connection with such exercises.  In connection with exercises in cashless transactions, shares of common stock were withheld and such shares are held by us as treasury shares.  During the year ended December 31, 2014, no additional warrants to purchase shares were issued.

 

Recent Sales of Unregistered Securities

 

During the fiscal year ended December 31, 2014, no equity securities of the Company were sold by the Company that were not registered under the Securities Act of 1933, as amended.

 

Issuer Purchases of Equity Securities

 

The following table presents information regarding repurchased shares of our common stock (or vested stock award

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shares withheld to pay the associated employee income taxes) on a monthly basis during the fourth quarter of 2014.

 

 

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(1)Total number of shares purchased during the fourth quarter 2014 were not purchased pursuant to a publicly announced repurchase plan, but rather were surrendered by employees to satisfy statutory minimum tax withholdings obligations in connection with the vesting of restricted stock awards issued to them under our stockholders‑approved long‑term incentive plan.

 

(2)In May 2012, our Board of Directors authorized a program to repurchase up to two million shares of our common stock.  Under this program, we repurchased 421,731 shares of common stock.  No shares were repurchased during 2013 or 2014 and the program expired on June 30, 2014.

 

Five Year Stock Performance Table:

 

The following graph illustrates the five-year cumulative total return on investments in our Common Stock (GLPW), our peer group and the Russell 2000 Index.  These indices are prepared by Zacks Investment Research, Inc.  GLPW’s Common Stock is listed on The New York Stock Exchange.  The shareholder return shown below is not necessarily indicative of future performance.  Total return, as shown, assumes $100 invested on December 31, 2009, in shares of GLPW Common Stock, our peer group and the Russell 2000 Index, all with cash dividends reinvested.  The calculations exclude trading commissions and taxes.

 

 

 

 

(1)The companies in our peer group are:  Aegion Corp.,  Astec Industries,  AZZ, Inc.,  Babcock & Wilcox,  CECO Environment,  Chicago Bridge & Iron,  Donaldson Co.,  Dycom Industries,  Foster Wheeler AG,  Graham Corp.,  Matrix Service Corp.,  MYR Group,  PMFG, Inc.,  Powell Industries,  Team, Inc. and Willbros Group.

 

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Item 6.  Selected Financial Data.

 

The following table provides selected condensed consolidated financial data for the periods shown.  The data for the last five years has been derived from our audited consolidated financial statements.  Our results are not necessarily indicative of future performance or results of operations.  All of the data in the table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Item 7, and our consolidated financial statements and related notes included in this Annual Report on Form 10‑K.

 

 

 

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion provides an analysis of the results for each of our segments, an overview of our liquidity and capital resources and other items related to our business.  It contains forward‑looking statements about our future revenue, operating results and expectations.  See “Cautionary Statement Regarding Forward‑Looking Statements” and Part I, Item 1A—“Risk Factors” for a discussion of the risks, assumptions and uncertainties affecting these statements.  This discussion and analysis should be read in conjunction with Part I of this Annual Report on Form 10‑K as well as our

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consolidated financial statements and notes thereto included in this Annual Report on Form 10‑K.

 

Industry Trends and Outlook

 

Product Solutions Segment.  Demand for our product lines has historically fluctuated with industrial demand for new power generating capacity and energy infrastructure.  Our products are sold globally, and there is generally about nine to twelve months from when the order is booked until it is shipped for our Braden business unit and the production cycle is generally four months or less for our Consolidated Fabricators, TOG and Koontz‑Wagner business units.  Demand for our products is based on worldwide economic growth and long‑term views regarding natural gas as an energy source.

 

With forecasted long‑term growth in global energy demand and an increased focus on shale gas development in North America and other markets, we believe that demand for gas‑fired power generation plants is likely to strengthen over time due to their relatively quick construction times, low capital costs and low carbon emissions as compared to other forms of fossil‑fueled power plants.  While renewable energy sources continue to grow and are expected to nearly double by 2020, gas fired capacity is also expected to increase by nearly 20% during the same period.  We also believe that renewable energy sources have a higher cost when compared to traditional forms of power generation.  Economic recovery has typically been accompanied by a rise in commodity prices.

 

We expect the demand for power generating capacity additions in certain emerging markets will out‑pace growth in developed markets over the near term.  In regions where natural gas is plentiful, we expect that gas‑fired power generation is likely to be the preferred fuel source for baseload power.  We also expect to see shale-gas developments in other global markets, such as China.  Various developed and emerging markets are making capital investments in natural gas pipelines and related infrastructure.  These investments could contribute to more stabilized natural gas pricing which is generally favorable to the gas‑fired power generation market as a whole.

 

U.S. and international markets have been slow to recover since the global financial crisis that began in 2008.  Growth of the world economy weakened during 2014, and is expected to remain subdued in 2015.  During the first half of 2013, we saw increases in certain markets, led by the U.S. and Asia.  Currently, orders from the oil and gas pipeline infrastructure market are robust and this market has been a source of revenue growth since 2013.  We anticipate this trend to continue into 2015.  Continued political and social unrest in the Middle East and North Africa could result in supply disruptions, order delays or both, which could adversely affect our financial results.  Within Europe, we expect demand for new power projects to remain low principally as a result of the European sovereign debt crisis which may also impact global infrastructure investment.  While we believe that our contract terms, procurement procedures and global customer base make it less likely that a change in foreign currency rates could have a significant impact on operating results, there remains significant uncertainty regarding the Euro in 2015.  Should the European economic or sovereign debt crisis result in heightened volatility, our results of operations could be affected.

 

Our overall long‑term outlook remains positive as demand has increased for global power generation capacity additions, but has been affected by short‑term headwinds resulting from continued macro‑economic uncertainties and a slowing global recovery.  Natural gas power generation remains a less expensive and lower emission alternative to coal‑fired power generation, and we are in a strong position to take advantage of this once a sustainable recovery takes hold for utility‑scale turbine projects.

 

In the third quarter of 2012, we expanded our OEM offerings with the acquisition of Koontz‑Wagner and our repair and replacement parts product line with the acquisition of TOG.  These acquisitions allow us to broaden our product and service offerings to the power generation market as well as to expand into the oil and gas pipeline infrastructure market.  In the third quarter of 2013, we further expanded our OEM offerings with the acquisition of IBI Power and added backup power and distributed power applications to our products portfolio.  Currently, orders from the oil and gas pipeline infrastructure market, distributed/back-up power projects (most notably data centers), and industrial power distribution are robust and we anticipate these markets to be a source of revenue growth in 2015 for our business  We expect the near‑term market to continue to be challenging due to a limited number of new gas turbine installations putting pressure on gross margins in 2015.

 

Nuclear Services Segment.  Demand for plant upgrades, modification and maintenance services in the U.S. has been stable due to the aging infrastructure of nuclear power generation facilities and the tendency of plant owners to outsource these services as a means of reducing fixed costs.  Our level of plant modification and maintenance work performed at nuclear power plants remained consistent in 2014 and is expected to remain at this level in 2015 with period‑to‑period fluctuations resulting from the timing of particular outages within our customer base.

 

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Our customers have experienced lower demand for power as a result of current economic conditions as well as increased competition due to low natural gas prices.  As a result, some of our customers reduced the scope of elective maintenance projects.  Capital spending constraints and deferred maintenance requirements negatively impacted revenues.  However, offsetting this decrease is the increased spending on mandatory implementations.  The nuclear industry is facing regulatory mandates related to Fukushima and National Fire Protection which require significant spending to comply.  It is expected that these implementations will occur both in 2015 and 2016.

 

In addition to our traditional modification and maintenance services, we are seeking to align with complementary service providers to provide turn‑key EPC services for larger capital and maintenance projects.  We see this alignment as an area of continued future growth that would allow us to reach new customers and markets and would provide cyclical offsets to the timing of refueling outages in our traditional modification and maintenance business.  We expanded our service offerings with other complementary offerings including valve maintenance and repair services and unique coating applications that enhance the value of the coatings to allow customers to obtain a longer coating life.

 

While we provide most of our specialty services as an addendum to our traditional modification and maintenance services at power plants, we also service customers in other segments of the market including pulp and paper and conventional power.  As a result of economic conditions in those segments, the growth opportunities for our specialty services are focused on niche service offerings, typically within our existing customer base.

 

We participated in all of the U.S. new and re‑start nuclear plant projects in 2014.  Our performance in 2014 has positioned us to increase our level of participation in 2015.  We also made investments through workforce additions in 2013 to position us for additional nuclear work as well as expand our end markets.  These investments increased our operating costs in 2014, but will provide resources that will develop opportunities for long‑term growth. 

 

Energy Services Segment.  Demand for routine maintenance, plant upgrades, modification and new construction in the U.S. has been positively impacted by aging infrastructure and the need to improve efficiency and optimize output of fossil fuel fired power plants and industrial facilities.  This, combined with the growing demand for fabrication, installation and other services associated with air separation and oil and gas production represents positive growth opportunities for our Energy Services segment.  Our level of fabrication, repair, plant modification and maintenance work performed in gas and air processing, industrial facilities and fossil fuel fired power plants trended upward in 2014 and are expected to continue to expand in 2015 with period‑to‑period fluctuations resulting from the timing of particular projects or outages within our customer base.

 

With respect to our gas fired simple or combined cycle power plant customers, our customers are experiencing opportunities due to low natural gas prices.  As a result, we see increases in demand for modification services and maintenance activities as power producers move to ensure they are able to capture market opportunities.  Capital spending is expected to increase as owners of these plants look to make investments in efficiency and capacity.  As for our coal fired power plant customers, aging infrastructure and increasingly stringent environmental controls are creating demand for improvements to carbon and other pollutant capture or elimination products.  In the oil and gas and air processing markets, customers are making investments in both capital projects and maintenance and upgrades to address increased demands.

 

In addition to our historical service offerings, we are looking to combine our other portfolio offerings and partner with complementary service providers to provide turn‑key EPC services for larger capital and maintenance projects.  We see this alignment as an area of continued future growth that would allow us to reach new customers and markets.

 

We have successfully renewed all of our long term major maintenance agreements that came up for renewal in 2014.  We are also making investments in commercial resources in 2015 to capture additional market share in the U.S. and abroad.  Additionally, we are making infrastructure investments in our facility located in Greenwood, Indiana to create capacity to capture increased demand for air and gas processing solutions.

 

Our outlook for 2015 remains positive as we believe increased demands for natural gas and clean coal power generation, along with increased domestic and international production in oil and gas and air processing will create growth opportunities for our Energy Services segment.

 

Executing our Business Strategy and Other Costs.    As we seek to execute our business strategy we anticipate an increase in selling and administrative expenses as we invest in technologies and develop our team.  In addition, the potential effects of implementing and compliance with the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 on our selling and administrative expenses are uncertain.

 

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Critical Accounting Policies and Estimates

 

The preparation of our consolidated financial statements and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.  We have based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ materially from these estimates under different assumptions and conditions.

 

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.  We believe that the following critical accounting policies reflect the significant estimates and assumptions used in the preparation of our consolidated financial statements.  The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements beginning at page F-1 of this Annual Report on Form 10‑K.

 

Revenue Recognition.    Substantially all of our Product Solutions segment revenue is derived from fixed‑priced contracts.  Revenue for gas turbine auxiliary and control house equipment is recognized on the completed contract method, typically when the unit is shipped.  Certain of these contracts specify separate delivery dates of individual equipment units or require customer acceptance of a product.  In circumstances where separate delivery dates of individual equipment units exist, we recognize revenue when the customer assumes the risk of loss and title for the equipment, which is generally the date the unit is shipped, and corresponding costs previously deferred are charged to expense.  In circumstances where the contract requires customer acceptance of a product in addition to transfer of title and risk of loss to the customer, revenue is either recognized (i) upon shipment when we are able to demonstrate that the customer specific objective criteria have been met or (ii) upon customer acceptance.  Once title and risk of loss have transferred and, where applicable, customer acceptance is complete, we have no further performance obligations.  We recognize revenue for our SCR product line under the percentage‑of‑completion method based on cost‑to‑cost input measures.

 

Within Nuclear Services and Energy Services, we enter into a variety of contract structures including cost plus reimbursements, time and material contracts and fixed‑price contracts.  The determination of the contract structure within Nuclear Services and Energy Services is based on the scope of work, complexity and project length, and customer preference of contract terms.  Cost plus and time and material contracts represent the majority of the contracts in Nuclear Services and Energy Services.  For these contract types, we recognize revenue when services are performed based upon an agreed‑upon price for the completed services or based upon the hours incurred and agreed‑upon hourly rates.  Some of our contracts include provisions that adjust contract revenue for safety, schedule or other performance measures.  On cost reimbursable contracts, revenue is recognized as costs are incurred and includes applicable mark‑up earned through the date services are provided.  Revenue on fixed price contracts is recognized under the percentage‑of‑completion method based on cost‑to‑cost input measures.

 

The percentage‑of‑completion method generally results in the recognition of reasonably consistent profit margins over the life of a contract since management has the ability to produce reasonably dependable estimates of contract billings and contract costs.  We use the level of profit margin that is most likely to occur on a contract.  If the most likely profit margin cannot be precisely determined, the lowest probable level of profit in the range of estimates is used until the results can be estimated more precisely.  Our estimate of the total contract costs to be incurred at any particular time has a significant impact on the revenue recognized for the respective period.  Changes in job performance, job conditions, estimated profitability, final contract settlements and resolution of claims may result in revisions to costs and income, and the effects of such revisions are recognized in the period that the revisions are determined.  Under percentage‑of‑completion accounting, management must also make key judgments in areas such as the percentage‑of‑completion, estimates of project revenue, costs and margin, estimates of total and remaining project hours and liquidated damages assessments.  Any deviations from estimates could have a significant positive or negative impact on our results of operations.

 

Estimated losses on uncompleted contracts, regardless of whether we account for the contract under the completed contract or percentage of completion method, are recognized in the period in which they first become apparent.

 

We may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts.  We determine the probability that such costs will be recovered based upon evidence such as past practices with the customer, specific discussions or preliminary negotiations with the customer or verbal approvals.  We treat items as a cost of contract performance in the period incurred and will recognize revenue if it is probable that the contract

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price will be adjusted and can be reliably estimated.

 

Pre‑contract costs are expensed as incurred.

 

Long‑Lived Assets.  Long‑lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  If circumstances require a long‑lived asset be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by an asset to the carrying value of the asset.  If the carrying value of the long‑lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value.  Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary.  We group long‑lived assets by legal entity for purposes of recognition and measurement of an impairment loss as this is the lowest level for which cash flows are independent.

 

Goodwill and Other Intangible Assets.  We annually test our goodwill and trade names for potential impairment as of October 1 in accordance with ASC 350, Intangibles – Goodwill and Other.  In doing so, we determined that we have six reporting units.  The Auxiliary Products and Energy Services operating segments each have a component with dissimilar economic characteristics when compared to the other components in the respective segments – resulting in two reporting units for each of those operating segments.  The Nuclear Services and Electrical Solutions operating segments are comprised of only one component each, and are therefore considered to be reporting units for goodwill impairment testing.

 

We determine fair values for each of the reporting units using a combination of income and market approaches.  For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk‑adjusted rate.  We use our internal forecasts to estimate future cash flows and include an estimate of long‑term future growth rates based on our most recent views of the long‑term outlook for each reportable unit.  We also use three market approaches to estimate the fair value of our reporting units  utilizing comparative market multiples in the valuation estimates.  While the income approach has the advantage of utilizing more company specific information, the market approaches have the advantage of capturing market based transaction pricing.  Estimated fair value of all of our reporting units from each approach often results in a premium over our market capitalization, commonly referred to as a control premium.  Assessing the acceptable control premium percentage requires judgment and is impacted by external factors such as observed control premiums from comparable transactions derived from the prices paid on recent publicly disclosed acquisitions in our industry.

 

Our indefinite‑lived intangibles consist of our Williams Industrial Services Group, Koontz‑Wagner Custom Control, TOG, Hetsco and IBI Power trade names, which we expect to utilize for the foreseeable future.  We determine the fair value of our trade names using the relief from royalty method.  Under that method, the fair value of each trade name is determined by calculating the present value of the after tax cost savings associated with owning the assets and therefore not having to pay royalties for its use for the remainder of its estimated useful life.

 

During 2014 and 2013, our annual impairment reviews of goodwill and other intangible assets concluded with no impairment recorded.

 

Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including current and historical actual operating results, balance sheet carrying values, our most recent forecasts, and other relevant quantitative and qualitative information including assessments from a market participant’s perspective.  If current or expected conditions deteriorate, it is reasonably possible that the judgments and estimates described above could change in future periods and result in impairment charges.  However, as discussed in Note 20—Subsequent Events, as a result of our January 2015 reorganization, we anticipate a decrease in the number of reporting units for goodwill and trade name potential impairment assessments as a result of the flatter organizational structure.

 

Income Taxes.  We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those differences are expected to be recovered or settled.  We recognize in income the effect of a change in tax rates on deferred tax assets and liabilities in the period that includes the enactment date.

 

Under ASC 740—Income Taxes (“ASC 740”), FASB requires companies to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available positive and negative

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evidence, and utilizing a “more likely than not” standard.  In making such assessments, significant weight is given to evidence that can be objectively verified.  A company’s current or previous operating history are given more weight than its future outlook, although we do consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs.  We establish valuation allowances for our deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

For the year ended December 31, 2013, management recorded a net valuation allowance release of $4.6 million on its foreign tax credits on the basis of management’s reassessment of its deferred tax assets that are more than likely than not to be realized.  As of December 31, 2013, we achieved a history of positive pre‑tax income and anticipated significant additional future pre‑tax income to be generated from our recently acquired businesses, and we anticipated significant favorable, temporary book to tax differences to end in 2015 which will result in higher U.S. federal taxable income, and we anticipate a growth in future foreign source income.  As a result, management determined that sufficient positive evidence existed as of December 31, 2013 to conclude that it was more likely than not that additional deferred taxes of $4.6 million are realizable, and therefore, reduced the valuation allowance accordingly.

 

We continue to record valuation allowances against a portion of foreign tax credit carryforwards and certain state Net Operating Loss (“NOL”) carryforwards based on our assessment that it is more likely than not that taxable income of the appropriate character will not be recognized in the appropriate jurisdictions before the carryforwards expire.  As of December 31, 2014, we have valuation allowances of $2.0 million and $0.6 million recorded against foreign tax credit carryforwards and state NOL carryforwards, respectively.

 

During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain.  We recognize the tax benefit from uncertain tax positions only if it is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  We believe that our benefits and accruals recognized are appropriate for all open audit years based on our assessment of many factors including past experience and interpretation of tax law.  This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.  To the extent that the final tax outcome of these matters is determined to be different than the amounts recorded, those differences will impact income tax expense in the period in which the determination is made.

 

Warranty Costs.  We estimate warranty costs based on past warranty claims, specific identification method, sales history and applicable contract terms.  Our warranty terms vary by contract but generally extend for no more than three years after delivery or completion of services.  We manage our exposure to warranty claims by having our field service and quality assurance personnel regularly monitor projects and maintain ongoing and regular communications with our customers.

 

Insurance.  We self‑insure a portion of our risk for health benefits and workers’ compensation.  We maintain insurance coverage for other business risks including general liability insurance.  We retain exposure to potential losses based on deductibles, coverage limits, and self‑insured retentions.  We charged approximately $10.0 million, $7.8 million and $6.6 million to expense during the years ended December 31, 2014, 2013 and 2012, respectively, for health benefits, general liability and workers’ compensation claims incurred and related insurance premiums for excess claim coverage for continuing operations.  Our reserves as of December 31, 2014 and 2013 consisted of estimated amounts unpaid for reported and unreported claims incurred.  Our accrual for all self‑insured risk retention as of December 31, 2014 and 2013 was $0.8 million and $2.7 million, respectively.  As of December 31, 2014, we had $3.2 million in letters of credit outstanding as security for possible workers’ compensation claims.

 

Recent Accounting Guidance.  For a discussion of recent accounting guidance and the expected impact that the guidance could have on our consolidated financial statements, see Note 2—Summary of Significant Accounting Policies included in our consolidated financial statements included in this Annual Report on Form 10‑K.

 

 

Year 2014 Results

 

Consolidated financial operating information for the most recent three years is summarized below.  This information, as well as the selected financial data provided in Item 6 and our Consolidated Financial Statements and related

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notes included in this Annual Report on Form 10‑K, should be referred to when reading our discussion and analysis of results of operations below.

 

 

 

 

Backlog:

 

Our backlog consists of firm orders or blanket authorizations from our customers.  Backlog may vary significantly from reporting period to reporting period due to the timing of customer commitments.  The time between receipt of an order and actual completion, or delivery, of our products varies from a few weeks, in the case of inventoried precision parts, to a year or more, in the case of custom designed gas turbine auxiliary products, SCR systems and other major plant components.  We add a booking to our backlog for Product Solutions segment orders when we receive a purchase order or other written contractual commitment from a customer.  We reduce Product Solutions segment backlog as revenue is recognized, or upon cancellation.  The maintenance services we provide through our Nuclear Services segment and Energy Services segment are typically carried out under long‑term contracts spanning several years.  Upon signing a multi‑year maintenance contract with a customer for services, we add to our backlog only the first twelve months of work that we expect to perform under the contract.  Additional work that is not identified under the original contract is added to our backlog when we reach an agreement with the customer as to the scope and pricing of that additional work.  Capital project awards are typically defined in terms of scope and pricing at the time of contractual commitment from the customer.  Upon receipt of a customer commitment, capital project bookings are added to our backlog at full contract value regardless of the time frame anticipated to complete the project.  Maintenance services and capital project bookings are removed from our backlog as work is performed and revenue is recognized, or upon cancellation.

 

Backlog is not a measure defined by generally accepted accounting principles, and our methodology for determining backlog may vary from the methodology used by other companies in determining their backlog amounts.  Backlog may not be indicative of future operating results and projects in our backlog may be cancelled, modified or otherwise altered by our customers.

 

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The following table shows our backlog, by segment, as of December 31, 2014, 2013 and 2012:

 

 

 

The Product Solutions backlog at December 31, 2014 was impacted by a decline in OEM gas turbine order volume.  In 2014, the number of gas turbine orders received by original equipment manufacturers (“OEMs”) was down significantly over the previous 5 year average.  Customer delays in the awarding of projects also impacted our 2014 bookings.  However, the pipeline for new projects and equipment is robust entering into 2015, and given that the Product Solutions business supplies equipment into many areas of a given power generation plant, we believe orders will pick-up in 2015.  Additionally, the Infrastructure and certain Industrial markets remain strong.  Many of these projects require back-up power and electrical control houses.  The number of orders for this equipment increased 28% in 2014 and the pipeline for 2015 is growing.  We expect an estimated $17.2 million of backlog for this segment to convert to revenue beyond 2015.  The book-to-bill ratio was 0.89 to 1.0 during the year ended December 31, 2014.

 

The Nuclear Services backlog increase at December 31, 2014 was primarily due to a large, multi-year project being booked during the fourth quarter of 2014.  We expect an estimated $33.9 million of backlog for this segment to convert to revenue beyond 2015.  The book‑to‑bill ratio was 1.06 to 1.0 during the year ended December 31, 2014.

 

The Energy Services segment backlog increased as a result of our focus on mid-stream oil and gas market project work in 2014.  We estimate the entire Energy Services segment backlog will convert to revenue in 2015.  The book-to-bill ratio was 1.21 to 1.0 during the year ended December 31, 2014.

 

Year ended December 31, 2014 compared to year ended December 31, 2013

 

Revenue

 

 

 

Product Solutions Segment.  Revenue from our Electrical Solutions group increased by $9.9 million, while revenue from our Auxiliary Products group increased by $4.2 million.  The increase in our Electrical Solutions group was primarily the result of including a full year of IBI revenue in 2014 as opposed to six months in 2013 (a $15.5 million increase) partially offset by a $4.7 million decrease in tanks and generator enclosures with tanks.  We experienced growth in our Auxiliary Products group from increased commercial efforts resulting in an $8.4 million increase in exhaust systems and a $5.7 million increase in filter house systems.  These increases were partially offset by a $6.1 million decrease in SCR systems and a $2.8 million decrease in cabs.

 

Nuclear Services Segment Revenue.  A primary driver of the increase in Nuclear Services segment revenue was a large fixed price project under which we earned $23.4 million in 2014.  That increase was partially offset by the non-recurrence of certain outage related 2013 revenue.

 

Energy Services Segment Revenue.    The increase in Energy Services segment revenue was primarily driven by a $20.1 million increase in mid-stream oil and gas market project work, a $6.3 million increase in our alliance contracts, a $9.0 million increase in Hetsco construction and fabrication projects and a $5.3 million increase as a result of including a full year of revenue from Hetsco as opposed to eight months in 2013.  These increases were partially offset by a decrease of $12.1 million in revenue related to a 2013 project which was non-recurring work.

 

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Revenue by Destination Shipped or Services Performed

 

The geographic dispersion of where products were shipped or services performed during the years ended 2014 and 2013 was as follows:

 

Product Solutions Segment:

 

 

 

Nuclear Services Segment:

 

All revenue from the Nuclear Services segment is U.S. based.

 

Energy Services Segment:

 

 

 

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Gross Profit / Margin %

 

 

 

Product Solutions Segment.  Gross profit in our Auxiliary Products group increased $2.3 million on a $4.2 million increase in revenue resulting in a full year gross margin percentage increase of 90 basis points to 23.2% for the group.  However, the gains from Auxiliary Products only partially offset the $4.4 million decrease in gross profit from our Electrical Solutions group and the associated gross margin percentage decrease of 980 basis points to 13.9% for the group.  The primary driver of the decrease in gross profit for the Electrical Solutions group was significant labor inefficiency at one of the plants acquired in 2013.  Those inefficiencies were identified and addressed in the fourth quarter of 2014 and are expected to be a non-recurring event.

 

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Nuclear Services Segment.  Both the increase in the Nuclear Services segment gross profit as well as the increase in the gross margin percentage are a result of achieving operational efficiencies on a $23.4 million fixed price contract during 2014.

 

Energy Services Segment.  The increase in Energy Services segment gross profit was primarily due to Hetsco revenues, with an associated 29.9% gross margin percentage, increasing from 25.6% of total segment revenue in 2013 to 38.5% of total segment revenue in 2014.  That increase was partially offset by a $1.5 million loss recorded in 2014 on a fixed price contract, which is expected to be a non-recurring event.

 

Operating Expenses

 

 

 

(1)Excludes depreciation and amortization expense for the years ended December 31, 2014 and 2013 of $1,736 and $1,435 included in cost of revenue, respectively.

 

Selling and Marketing Expenses.  Consolidated selling and marketing expenses include the costs associated with selling and marketing our products and services.  Major components of these costs are personnel, sales commissions, sales promotion, advertising, literature, bidding, estimating and trade shows.  Consolidated selling and marketing expenses increased by $0.5 million year over year,  while we generated an additional $54.3 million (11.2% increase)  of revenue.

 

General and Administrative Expenses.  Consolidated general and administrative expenses include the costs associated with conducting our business, including general management, compensation and benefits of employees that are not direct costs of active projects, officers and directors, legal and professional fees and other general expenses.  Consolidated general and administrative expenses remained constant year over year as a result of the non-recurrence of the $4.9 million of transaction and integration costs for the purchases of Hetsco and IBI (the “2013 Acquisitions”) being offset by the inclusion in 2014 of a full year of operating expenses for Hetsco and IBI.

 

Depreciation and Amortization Expenses.  Depreciation and amortization expenses consist primarily of depreciation of fixed assets and amortization of definite‑lived intangible assets and excludes amounts included in cost of revenue.  Amortization expense increased by $1.7 million in 2014 as a result of including a full year of expense related to the definite lived intangibles from the 2013 Acquisitions.

 

Operating Income / (Loss)

 

 

 

Product Solutions Segment.  Although 2014 gross profit decreased by $2.1 million as the result of inefficiencies in our Electrical Solutions group, operating income for the year increased primarily as a result of a $2.2 million reduction in operating expenses.  The operating expenses decrease was driven by the non-recurrence of $2.5 million of 2013 transaction and integration costs related to the IBI acquisition and a year-over-year $1.1 million credit to operating expenses from transaction-based foreign exchange gains.  Those decreases to operating expenses were partially offset by the inclusion of the full year of IBI operating expenses in 2014 versus six months in 2013.  Operating margin percentage stayed relatively stable at 4.1% in 2014 as compared to 4.3% in 2013.

 

Nuclear Services Segment.  Operating income increased in 2014 as a result of the combination of increased revenue

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and increased gross margin percentage driving a $2.9 million increase in gross profit along with a $1.1 million decrease in selling and marketing expenses as resources were redirected to the Energy Services segment.  These increases to operating income were partially offset by a $1.7 million increase in incentive compensation resulting from improved operational performance.  Operating margin percentage increased to 4.1% in 2014 versus 3.4% in 2013.

 

Energy Services Segment.  Operating loss decreased as a result of the $5.0 million increase in gross profit driven by both increased revenues and increased gross margin percentage and the non-recurrence of $2.4 million of 2013 transaction and integration costs related to the Hetsco acquisition.  Those increases in operating income were partially offset by a $2.7 million increase in 2014 Hetsco operating expenses due to the inclusion of the full year versus eight months in 2013, a $2.1 million increase in salaries and benefits related primarily to the new divisional structure, and a $0.6 million increase in selling and marketing expenses as resources were focused on the mid-stream oil and gas markets.

 

Interest Expense, net

 

 

 

Interest expense, net consists of interest on outstanding letters of credit, interest on our unused commitment and amortization of debt issuance costs offset by interest income earned on cash balances.  The 2014 increase is due to the higher utilization of our Revolving Credit Facility as compared to 2013.

 

Other (Income) Expense, net

 

 

 

The other income we recognized in 2014 is related to foreign currency transaction gains.  We had gains from our European operations holding U.S. dollar denominated cash balances which were partially offset by losses on a foreign currency forward exchange contract we entered into the fourth quarter in an attempt to hedge the gains we had recognized through the third quarter.  Additionally, we incurred losses on U.S. dollar denominated payables on the books of our foreign operations.

 

Income Tax Expense (Benefit)

 

 

 

The increase in income tax expense during 2014 was primarily related to the release of certain foreign tax credit valuation allowances of $4.6 million in 2013, which did not recur in 2014.

 

As of each reporting date, management considers all evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets.  As of December 31, 2014 and 2013, we achieved a history of positive pre‑tax income and anticipate significant additional future pre‑tax income to be generated from our recently acquired businesses, we anticipate significant favorable, temporary book to tax differences to end in 2015 which will result in higher U.S. Federal taxable income, and we anticipate a significant growth in future foreign source income after allocations of corporate overhead.  For these reasons, management determined that sufficient positive evidence existed as of December 31, 2013 to conclude that it is more likely than not that additional foreign tax credits of $4.6 million are realizable, and therefore, reduced the valuation allowance accordingly.

 

As of December 31, 2014, we have remaining valuation allowances of $0.6 million for certain state net operating loss (“NOL”) carryforwards which we do not believe are realizable as we do not anticipate future operations in those states.  We also have valuation allowances against foreign tax credit carryforwards of $2.0 million as of December 31, 2014 which will remain in effect until evidence is available that foreign tax credits can be utilized, the foreign tax credits expire, or the

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related foreign entity is dissolved.

 

Management’s assessment in 2014 included consideration of all available positive and negative evidence including, among other evidence, the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), recent utilization of NOL carryforwards, historical operating income, projected future taxable income, including foreign source income, customer concentration, tight credit markets and tax planning strategies.  Based on results of the assessment, we determined that it was more likely than not that the U.S. NOL, foreign NOL and certain state NOL carryforwards and certain foreign tax credit carryforwards were realizable based on the guidance provided in ASC 740.

 

As of December 31, 2014, we would need to generate approximately $65.7 million of future financial taxable income to realize our deferred tax assets.

 

(Loss) Income from Discontinued Operations, Net of Tax

 

 

 

(Loss) income from discontinued operations, net of tax during the years ended December 31, 2014 and 2013 were fully comprised of the Deltak business unit divested on August 31, 2011.  Income from discontinued operations, net of tax in 2013 consisted primarily of the expiration of warranty periods partially offset by costs incurred on the wind‑down of in‑process contracts and legal and professional fee expenses.

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Year ended December 31, 2013 compared to year ended December 31, 2012

 

Revenue

 

 

 

Product Solutions Segment.  The composition of our Product Solutions segment revenue varies from period to period based on our product mix, the strength of various geographic markets we serve, and our ability to address those markets.  The geographic dispersion of where products were shipped during the years ended 2013 and 2012 was as follows:

 

Revenue by Destination Shipped

 

Product Solutions Segment:

 

 

 

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The increase in Product Solutions segment revenue during the year ended December 31, 2013 was primarily due to increased shipments to the U.S., Asia and Mexico and incremental revenue of $15.5 million associated with the 2013 Acquisitions shipped to Canada.  Additionally, power generation activity has increased significantly in our non U.S. markets.

 

Nuclear Services Segment.    The decrease in Nuclear Services segment revenue was primarily due to an approximate $7.8 million reduction from non-recurring projects for year ended December 31, 2012.  The impact of these non-recurring projects was partially offset by increased outages, and construction support work.  All revenue from this segment is U.S. based.

 

Energy Services Segment.

 

 

 

The increase in Energy Services segment revenue was mainly due to the acquisition of Hetsco, which added $10.6 million.  The increase was partially offset by a decline in fossil fuel plant revenue due to a reduction in the amount of capital project work as well as the completion of a major project in 2012.  All revenue generated in 2013 outside the U.S. was a mix change towards less profitable power generation versus oil and gas products directly attributable to the acquisition of Hetsco.

 

Gross Profit / Margin %

 

 

 

Product Solutions Segment.    The gross profit in the Product Solutions segment increased during the year ended December 31, 2013.  This increase to gross profit primarily relates to the fourth quarter of 2013 positive adjustment in the amount of $1.3 million to recognize deferred gross profit associated with inter-company projects that were closed in prior periods.  During 2013, the gross profit margin in the power generation business (without the adjustment noted above) decreased due to a continuing product shift from the exhaust systems product to the air intake product.  However, this was partially offset by increased gross profit margin as a result of the 2013 Acquisitions.

 

Nuclear Services Segment.    The decrease in the Nuclear Services segment gross profit during the year ended December 31, 2013 was primarily due to non-recurring projects, which impacted gross profit dollars by approximately $2.0 million.

 

Energy Services Segment.    The increase in Energy Services segment gross profit during the year ended December 31, 2013 was primarily due to the acquisition of Hetsco, partially offset by a decrease in gross margin of $2.9 million in the fossil fuel plant margins due to the non-recurring capital project work completed in 2012 and lower gross margins on a major project in 2013 as compared to 2012.

 

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Operating Expenses

 

 

 

 

(1)Excludes depreciation and amortization expense for the years ended December 31, 2013 and 2012 of $1,435 and $941 included in cost of revenue, respectively.

 

Selling and Marketing Expenses.    Consolidated selling and marketing expenses include the costs associated with selling and marketing our products and services.  Major components of these costs are personnel, sales commissions, sales promotion, advertising, literature, bidding, estimating and trade shows.  Consolidated selling and marketing expenses increased during the year ended December 31, 2013, resulting from incremental expenses of $1.2 million from the acquisition of Koontz-Wagner and TOG (the “2012 Acquisitions”) and the 2013 Acquisitions, and increased efforts for bid and proposal activity in our organic businesses.

 

General and Administrative Expenses.    Consolidated general and administrative expenses include the costs associated with conducting our business, including general management, compensation and benefits of employees that are not direct costs of active projects, officers and directors, legal and professional fees and other general expenses.  Consolidated general and administrative expenses increased by $3.8 million during the year ended December 31, 2013; primarily due to $5.3 million of incremental normal operating expenditures from the 2013 Acquisitions.  Also contributing to the increase was $4.2 million of costs related to our realignment efforts and strategic investments in personnel and professional fees for our growth strategy.  These increases were partially offset by $3.5 million of reduced stock and other incentive compensation expense and $2.0 million of lower legal and professional fees.

 

Depreciation and Amortization Expenses.    Depreciation and amortization expense consists primarily of depreciation of fixed assets and amortization of definite-lived intangible assets and excludes amounts included in cost of revenue.  Depreciation and amortization expenses increased by $3.8 million during the year ended December 31, 2013 due to incremental expenses of $3.5 million related to the 2013 Acquisitions.

 

Operating Income/ (Loss)

 

 

 

Product Solutions Segment.    The decrease in the Product Solutions segment operating income during the year ended December 31, 2013 was primarily due to higher allocated acquisition costs in connection with the 2013 Acquisitions; approximately $2.5 million of business combination transaction costs were attributable to the 2013 Acquisitions.  Additionally, although we experienced an overall growth in revenue, this growth was offset by a shift in product mix to lower gross margin products.

 

Nuclear Services Segment.  The decrease in the Nuclear Services segment operating income during the year ended December 31, 2013 was primarily due to $0.7 million of restructuring charges and depreciation expense associated with capital investments; the remainder of the decrease in operating income was attributed to lower gross margins during the year ended December 31, 2013.  Operating margins were 5.8% and 6.9% during the years ended December 31, 2013 and 2012, respectively.

 

Energy Services Segment.    Of the decrease in the Energy Services segment operating income during the year ended

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December 31, 2013 as compared to the corresponding period in 2012, $3.7 million was attributable to integration fees, transaction costs and amortization for the acquisition of Hetsco.  The remaining $3.6 million was related primarily to the reduction in volume and gross margins of capital project work not repeated in 2013.

 

Interest Expense, net

 

 

 

Interest expense, net consists of interest on outstanding letters of credit, interest on our unused commitment and amortization of debt issuance costs offset by interest income earned on cash balances.

 

The decrease was primarily attributable to extinguishing our Previous Credit Facility, resulting in a $1.1 million charge to write-off the remaining portion of unamortized debt issuance costs in 2012.  This decrease was partially offset by $0.3 million increase in interest expense due to a higher level of borrowing in 2013 and a reduction of interest income of $0.1 million.

 

Other Expense, net

 

 

 

The decrease in other expense, net during the year ended December 31, 2013 was primarily due to remeasuring U.S. dollars held in Europe to the functional Euro currency.

 

Income Tax (Benefit) Expense

 

 

 

The decrease in income tax expense during 2013 was primarily related to the release of certain foreign tax credit valuation allowances of $4.6 million, which was larger than the 2012 releases from uncertain tax positions and increases to deferred tax assets.

 

As of each reporting date, management considers all evidence, both positive and negative, that could impact management's view with regard to future realization of deferred tax assets.  As of December 31, 2013, in part because in the current year, we achieved a history of positive pre-tax income and anticipate significant additional future pre-tax income to be generated from our recently acquired businesses, we anticipate significant favorable, temporary book to tax differences to end in 2015 which will result in higher U.S. Federal taxable income, and we anticipate a significant growth in future foreign source income after allocations of corporate overhead.  For these reasons, management determined that sufficient positive evidence exists as of December 31, 2013 to conclude that it is more likely than not that additional foreign tax credits of $4.6 million are realizable, and therefore, reduced the valuation allowance accordingly.

 

As of December 31, 2013, we have remaining valuation allowances of $0.6 million for certain state net operating loss ("NOL") carryforwards which we do not believe are realizable as we do not anticipate future operations in those states.  We also have valuation allowances against foreign tax credit carryforwards of $2.2 million as of December 31, 2013 which will remain in effect until evidence is available that foreign tax credits can be utilized, the foreign tax credits expire or the related foreign entity is dissolved.

 

Management's assessment in 2013 included consideration of all available positive and negative evidence including, among other evidence, the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), recent utilization of NOL carryforwards, historical operating income, projected future taxable income, including foreign source income, customer concentration, tight credit markets and tax planning strategies.  Based on results

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of the assessment, we determined that it was more likely than not that the U.S. NOL, foreign NOL and certain state NOL carryforwards and certain foreign tax credit carryforwards were realizable based on the guidance provided in ASC 740.

 

Our effective tax rate was -4.0% during 2013, compared to 5.5% during 2012.  The decrease in our 2013 effective tax rate was primarily due to a reduction in the valuation allowances on certain foreign tax credits during 2013.  Other contributing factors included the mix of earnings in various tax jurisdictions, and a decrease in state effective tax rate.  The reduction in foreign tax credit valuation allowances reduced our effective tax rate by approximately 41.5% in 2013 and the reduction to state tax expense decreased our effective tax rate by approximately 1.2%.  Permanent differences between book and tax treatment of certain items increased our effective tax rate by approximately 6.5% during 2013 and 2.1% during 2012.

 

As of December 31, 2013, we would need to generate approximately $79.3 million of future financial taxable income to realize our deferred tax assets.

 

Income from Discontinued Operations, Net of Tax

 

 

 

Income from discontinued operations, net of tax during the year ended December 31, 2013 and 2012 was fully comprised of the Deltak business unit, divested on August 31, 2011.  Income from discontinued operations, net of tax in 2013 consisted primarily of the expiration of warranty periods partially offset by costs incurred on the wind-down of in-process contracts and legal and professional fee expenses.

 

Loss on Disposal of Discontinued Operations, Net of Tax

 

 

 

The loss on disposal of discontinued operations, net of tax of $0.3 million in 2012 was due to the final settlement with Hamon Deltak, Inc. in connection with the 2011 sale of substantially all of the operating assets of Deltak, L.L.C.

 

Liquidity and Capital Resources

 

Cash and Cash Equivalents

 

As of December 31, 2014, our operating unrestricted cash and cash equivalents decreased by 36.7%, or $5.1 million, to $8.8 million from $13.9 million as of December 31, 2013.  The operating cash balance of $8.8 million as of December 31, 2014 consists of non‑U.S. cash.  In general, the non-U.S. cash is not available to fund U.S. operations.  The operating cash balance of $13.9 million as of December 31, 2013 consisted of $5.4 million of U.S. cash and $8.5 million of non‑U.S. cash.  The $5.4 million decline in U.S. cash relates to additional funds used to the pay down the Revolving Credit Facility by the end of December 31, 2014.

 

Our principal use of cash is to pay for our strategic acquisitions, customer contract related material, labor and subcontract labor, operating expenses, capital assets, and quarterly cash dividends.  We fund our business objectives, operations, and expansion of our operations through net cash flows from operations and draws against our Revolving Credit Facility.  At December 31, 2014, we had $8.8 million in cash and cash equivalents and $93.7 million available under our Revolving Credit Facility that can be used, along with normal cash flows from operations, to fund any unanticipated shortfalls in future cash flows.

 

Revolving Credit Facility

 

On February 21, 2012, we terminated our previous $150.0 million Credit Facility and entered into a new $100.0 million Credit Facility (as amended or supplemented from time to time, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank National Association, as Syndication Agent and the various lending institutions party thereto.  The Revolving Credit Facility is a multi‑currency facility with a letter of credit

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sublimit of $75.0 million not to exceed $50.0 million.  Proceeds of borrowings under the Revolving Credit Facility may be used for working capital, acquisitions and general corporate purposes.  We have given a first priority lien on substantially all of our assets as security for the Revolving Credit Facility that has a maturity date of February 21, 2017.

 

Effective December 17, 2013, we exercised our rights under the accordion feature pursuant to, and in accordance with the terms of the Revolving Credit Facility and increased the revolving credit commitments available to us under the Revolving Credit Facility from $100.0 million to $150.0 million, subject to certain customary conditions set forth in the Revolving Credit Facility.  All other terms of the Revolving Credit Facility remain unchanged.

 

The Revolving Credit Facility contains certain restrictive covenants customary for facilities of this type (subject to negotiated exceptions and baskets), including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions.  The Revolving Credit Facility also provides for customary events of default, with corresponding grace periods, including failure to pay principal when due, failure to pay interest within three business days after becoming due, failure to pay other obligations within five days after becoming due, failure to comply with covenants, breaches of representations and warranties, default under certain other indebtedness, certain insolvency or receivership events affecting us and our subsidiaries, the occurrence of certain material judgments, or a change in control of the Company.

 

In addition, the Revolving Credit Facility contains certain financial covenants including a maximum consolidated leverage ratio that cannot exceed the ratio of our consolidated funded indebtedness to our consolidated EBITDA for the four most recent quarters.  The agreement defines EBITDA as net income (loss) plus interest expense, net of interest income, income taxes, stock‑based compensation, and depreciation and amortization.  Furthermore, our consolidated interest coverage ratio must be maintained at least at specified minimum levels.  For these purposes, our consolidated interest coverage ratio is the ratio of (a) our consolidated EBITDA for the four most recent quarters to (b) our consolidated interest expense (consisting of all Global Power interest) for that period.

 

As of December 31, 2014 and 2013, we were in compliance with all debt covenants.  We are subject to interest rate changes on our LIBOR‑based variable interest rate under our Revolving Credit Facility.  During 2014, we borrowed $99.0 million on our Revolving Credit Facility, and we repaid $77.0 million.  As of December 31, 2014, there were $45.0 million of outstanding borrowings on our Revolving Credit Facility, which was recorded as a long‑ term liability on our consolidated balance sheets.  The weighted‑average interest rate on these borrowings was 2.5%.

 

As of December 31, 2014, $93.7 million was available under our Revolving Credit Facility.  Our ability to access the maximum amount of availability is dependent upon certain conditions as defined in the Revolving Credit Facility.  We pay an unused line fee of 0.25%.

 

Letters of Credit and Bonds

 

In line with industry practice, we are often required to provide letters of credit, surety and performance bonds to customers.  These letters of credit and bonds provide credit support and security for the customer if we fail to perform our obligations under the applicable contract with such customer.

 

The interest rate on letters of credit issued under the Revolving Credit Facility letter of credit sublimit was 1.5% per annum as of December 31, 2014.  Should we need to borrow additional amounts against the revolver facility, we would incur an interest rate of LIBOR or a specified base rate, plus in each case, an additional margin based on the consolidated total leverage ratio.  The Revolving Credit Facility includes additional margin ranges on base rate loans between 0.25% and 1.25% and between 1.25% and 2.25% on LIBOR‑based loans.

 

As of December 31, 2014, our outstanding stand‑by letters of credit totaled approximately $11.3 million for our U.S. entities and $9.9 million (U.S. dollars) for non‑U.S. entities.  Currently, there are no amounts drawn upon these letters of credit.  In addition, as of December 31, 2014, we had outstanding surety bonds on projects of approximately $45.3 million.

 

Working Capital

 

Working capital represents total current assets less total current liabilities.  At December 31, 2014, our working capital increased by $31.8 million, or 29.4%, to $140.2 million from $108.4 million at December 31, 2013.  A primary driver of the increase in working capital was a $21.9 million increase in accounts receivable resulting from a year-over-year $32.2 million increase in fourth quarter revenue.

 

Net Cash Flows

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Discontinued Operations

 

Cash flows provided by operating activities included operating cash flows from discontinued operations of less than $0.1 million, $0.3 million and $0.3 million during the years ended December 31, 2014, 2013 and 2012, respectively.

 

Our net consolidated cash flows consisted of the following, for the years ended December 31:

 

 

 

Our operating, investing, financing activities and effect of exchange rate changes are described in more detail below.

 

Operating Activities

 

For the years ended December 31, 2014, 2013, and 2012, net earnings adjusted for noncash activities provided cash of $28.7 million, $22.1 million, and $29.1 million, respectively, and our working capital accounts used cash of $38.5  million, $2.4 million, and $37.8 million, respectively.

 

We expect that our net operating cash flows in 2015 and our Revolving Credit Facility will be sufficient to fund our current operations.  There can be no assurance, however, that we will continue to generate cash flows at or above current levels.  Certain events, such as the uncertainty of the worldwide economic environment, could impact our available cash or our ability to generate cash flows from operations.

 

Investing Activities

 

During 2014, we used $8.3 million to purchase capital assets and were provided cash from the sale of equipment of $0.2 million and the release of restricted cash relating to the Deltak business unit escrow funds of $0.1 million.

 

During 2013, we used $49.5 million to invest in the 2013 Acquisitions, purchased capital assets of $5.2 million, were provided cash from the release of restricted cash from escrow of $0.3 million relating to sale of the Deltak business unit and received proceeds from the sale of equipment of $0.1 million.

 

During 2012, we used $44.5 million to invest in the 2012 Acquisitions, purchased capital assets of $5.8 million and were provided cash from the release of restricted cash relating to the Deltak escrow funds of $6.1 million.

 

Financing Activities

 

During 2014, we used $6.1  million of cash to pay dividends and $0.6 million to repurchase stock‑based awards for the payment of employees’ statutory taxes due on stock‑based compensation.    Additionally, we borrowed $99.0 million and paid back $77.0 million under our Revolving Credit Facility.

 

During 2013, we used $6.2 million of cash to pay dividends and $1.7 million to repurchase stock-based awards for payment of employees’ statutory taxes due on stock-based compensation and recognized debt issuance costs of $0.2 million.  Additionally, we borrowed $67.0 million and paid back $44.0 million under our Revolving Credit Facility.

 

During 2012, we used $6.8 million of cash to repurchase shares under the stock repurchase program approved in May, 2012,  $4.6 million to pay dividends, $3.0 million to repurchase stock-based awards for the payment of employees’ statutory taxes due on stock-based compensation, and recognized debt issuance costs of $0.9 million.  Additionally, we borrowed $15.0 million and paid back $15.0 million under our Revolving Credit Facility.

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Effect of Exchange Rate Changes on Cash

 

In 2014, the effect of exchange rate changes decreased cash by $2.5 million as compared to an increase in cash in 2013 and 2012 by $1.7 million and $0.7 million, respectively.  The decrease in cash in 2014 primarily resulted from the significant strengthening of the U.S. Dollar against the Euro.

 

Dividend and Stock Repurchases

 

In May 2012, our Board of Directors approved a dividend policy related to our common stock.  The dividend declared during each quarter of 2014 and 2013 was $0.09 per share and the dividends paid in each of those quarters totaled approximately $1.5 million.  We anticipate the cash used for future dividends will come from current U.S. cash and from on‑going U.S. operating activities and the cash generated from such activities.  The timing and amounts of any future dividends are subject to determination and approval by our Board of Directors.

 

Additionally, in May 2012, our Board of Directors authorized a program to repurchase up to two million shares of our common stock.  Under this program we repurchased 421,731 shares of common stock.  No shares were repurchased during 2013 or 2014 and the program expired on June 30, 2014.

 

Short Term Liquidity Outlook

 

We remain focused on organic growth and continue to leverage the integration of the 2013 and 2012 Acquisitions which will allow us to generate positive cash flow.  Although we used $9.8 million of cash in operating activities in 2014, that is the natural timing result of strong fourth quarter revenues which remained in accounts receivable at year-end.  We utilize our Revolving Credit Facility as these timing issues arise.  We funded the $6.8 million acquisition of substantially all of the assets of Siemens Energy Packaged Power Solutions (“PPS”) in the first quarter of 2015 with cash on hand.  However, if our existing capital resources (including our ability to draw against our Revolving Credit Facility) or cash flows become insufficient to meet current business plans, projections, and existing capital requirements, we may be required to raise additional funds, which may not be available on favorable terms.

 

Long Term Liquidity Outlook

 

We fund our business objectives, operations, and expansion of our operations through net cash flows from operations and draws against our Revolving Credit Facility.  At December 31, 2014, we had $93.7 million available under our Revolving Credit Facility that can be used, subject to certain conditions, along with normal cash flows from operations, to fund any unanticipated shortfalls in future cash flows.  The Revolving Credit Facility has a maturity date of February 21, 2017.

 

If we default on our Revolving Credit Facility, the participating banks may restrict our ability to borrow additional funds under the Revolving Credit Facility, require that we immediately repay all outstanding loans with interest and require the cash collateralization of outstanding letter of credit obligations.  We have given a first priority lien on substantially all of our assets as security for the Revolving Credit Facility.

 

We may review from time to time possible expansion and acquisition opportunities relating to our business.  The timing, size or success of any acquisition effort and the associated potential capital commitments are unpredictable.  We may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances.  Debt or equity financing may not, however, be available to us at that time due to a variety of events, including, among others, credit rating agency downgrades of our debt, industry conditions, general economic conditions, market conditions and market perceptions of us and our industry.

 

If security is required for a particular project and we are unable to obtain a bond or letter of credit on terms commercially acceptable to us, we may not be able to pursue that project.  In addition, bonding may be more difficult to obtain in the future or may only be available at significant additional cost as a result of general conditions that affect the insurance and bonding markets.  Surety bonds and letters of credit may cease to be available to us on commercially reasonable terms.

 

Financing

 

On February 21, 2012, we entered into the Revolving Credit Facility, which replaced our Previous Credit Facility. 

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Effective December 17, 2013, we exercised our rights under the accordion feature pursuant to and in accordance with the terms of the Revolving Credit Facility, and increased the revolving credit commitments available to us under the Revolving Credit Facility from $100.0 million to $150.0 million.  As of December 31, 2014, we had $45.0 million outstanding under our Revolving Credit Facility and we were in compliance with all financial and other covenants under the Revolving Credit Facility.  During 2014, we borrowed $99.0 million on our Revolving Credit Facility to finance working capital needs and we repaid $77.0 million of the $99.0 million during 2014.

 

The Revolving Credit Facility allows for borrowings up to $150.0 million, subject to outstanding standby letters of credit and other restrictions.  The facility has a $75.0 million revolving letter of credit facility and provides access to multi‑currency funds.  The Revolving Credit Facility has a maturity date of February 21, 2017.

 

The Revolving Credit Facility, while structured to support strategic growth initiatives and provide flexibility regarding return on capital alternatives, includes affirmative and negative covenants, including customary limitations on securing additional debt and liens and restrictions on transactions and payments as well as the following two financial covenants:

 

 

 

We will be in default under the Revolving Credit Facility if we:

 

 

 

 

 

 

For these purposes, a change of control will occur if any one person or group obtains control of more than 25% ownership, unless they were an investor on February 21, 2012 in which case the ownership percentage would need to be more than 40% for a change of control to occur, or if continuing directors cease to constitute at least a majority of the members of our Board of Directors.

 

If we default, the participating banks may restrict our ability to borrow additional funds under the Revolving Credit Facility, require that we immediately repay all outstanding loans with interest and require the cash collateralization of outstanding letter of credit obligations.  We have given a first priority lien on substantially all of our assets as security for the Revolving Credit Facility.

 

As of December 31, 2014, we were in compliance with all debt covenants.

 

We are subject to interest rate changes on our LIBOR‑based variable interest rate under our Revolving Credit Facility.  During 2014, we borrowed $99.0 million on our Revolving Credit Facility, and we repaid $77.0 million.  As of December 31, 2014, there were $45.0 million of outstanding borrowings on our Revolving Credit Facility, which was recorded as a long‑term liability on our consolidated balance sheet as of December 31, 2014.  The weighted‑average interest rate on those borrowings was 2.5%.

 

As of December 31, 2014, $93.7 million was available under our Revolving Credit Facility.  Our ability to access the maximum amount of availability is dependent upon certain conditions as defined in the Revolving Credit Facility.  We

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pay an unused line fee of 0.25% pursuant to the terms of our Revolving Credit Facility.

 

Letters of Credit and Bonds.  In line with industry practice, we are often required to provide letters of credit, surety and performance bonds to customers.  These letters of credit and bonds provide credit support and security for the customer if we fail to perform our obligations under the applicable contract with such customer.

 

The interest rate on letters of credit issued under the Revolving Credit Facility letter of credit sublimit was 1.25% per annum as of December 31, 2014.  Should we need to borrow additional amounts against the Revolving Credit Facility, we would incur an interest rate of LIBOR or a specified base rate, plus in each case, an additional margin based on our consolidated leverage ratio.  The Revolving Credit Facility includes additional margin ranges on base rate loans between 0.25% and 1.25% and between 1.25% and 2.25% on LIBOR‑based loans.

 

As of December 31, 2014, our outstanding stand‑by letters of credit under the Revolving Credit Facility totaled approximately $11.3 million for our U.S. entities and $9.9 million (U.S. dollars) for non‑U.S. entities.  Currently, there are no amounts drawn upon these letters of credit.  In addition, as of December 31, 2014, we had outstanding surety bonds on projects of approximately $45.3 million.

 

We may review from time to time possible expansion and acquisition opportunities relating to our business.  The timing, size or success of any acquisition effort and the associated potential capital commitments are unpredictable.  We may seek to fund all or part of any such efforts with proceeds from debt and/or equity issuances.  Debt or equity financing may not, however, be available to us at that time due to a variety of events, including, among others, credit rating agency downgrades of our debt, industry conditions, general economic conditions, market conditions and market perceptions of us and our industry.

 

 

Off‑Balance Sheet Transactions

 

Our liquidity is currently not dependent on the use of off‑balance sheet transactions but, in line with industry practice, we are often required to provide performance and surety bonds to customers and may be required to provide letters of credit.  If performance assurances are extended to customers, generally our maximum potential exposure is limited in the contract with our customers.  We frequently obtain similar performance assurances from third party vendors and subcontractors for work performed in the ordinary course of contract execution.  However, the total costs of a project could exceed our original cost estimates, and we could experience reduced gross profit or possibly a loss for a given project.  In some cases, if we fail to meet certain performance standards, we may be subject to contractual liquidated damages.

 

As of December 31, 2014, we had a contingent liability for issued and outstanding stand‑by letters of credit, generally issued to secure performance on customer contracts.  As of December 31, 2014, the balance of stand‑by letters of credit totaled approximately $11.3 million for U.S. entities and $9.9 million (U.S. dollars) for non‑U.S. entities.  Currently, there are no amounts drawn upon these letters of credit.  In addition, as of December 31, 2014, we had outstanding surety bonds on projects of approximately $45.3 million.  Our subsidiaries provide financial guarantees for certain contractual obligations in the ordinary course of business.  As of December 31, 2014, the balance of these financial guarantees was no greater than $32.8 million.

 

Contractual Obligations

 

Our cash requirements as of December 31, 2014 for contractual obligations were as follows:

 

 

 

 

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The table above does not include potential payments relating to our:

 

 

 

 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

 

We may be exposed to market risk through changes in interest rates and foreign currency exchange fluctuations.  We have established policies to monitor and control these market risks.

 

Foreign Exchange Rate Risk.  We operate in a number of international areas and are involved in transactions denominated in currencies other than the U.S. dollar, which exposes us to foreign currency exchange rate risk.  While we have from time‑to‑time used derivative instruments to hedge our foreign currency transactions, we do not hold or issue foreign currency forward contracts, option contracts or other derivative financial instruments for speculative purposes.  During 2014, we entered into two foreign currency forward exchange contracts, both of which involved the Euro and were outstanding as of December 31, 2014.  See Note 7, Financial Instruments to our consolidated financial statements for a discussion of those two contracts.  We did not enter into any such instruments during the year ended December 31, 2013.

 

Foreign Exchange Rate Sensitivity.  Based on our currency forward contracts in place as of December 31, 2014, a 10% strengthening or weakening of the Euro against the U.S. dollar from year-end exchange rates would increase or decrease our 2014 pretax income by approximately $1.4 million.

 

Interest Rate Risk.  Our primary market risk exposure is volatility of interest rates, primarily in the U.S.  We are subject to interest rate changes on our LIBOR‑based variable interest rate under our Revolving Credit Facility.  As of December 31, 2014, we had $45.0 million outstanding on our Revolving Credit Facility.  During 2014, we borrowed $99.0 million and repaid $77.0 million on our Revolving Credit Facility.

 

Interest Rate Sensitivity.    Based on the absence of any term loan borrowings as of December 31, 2014, a 50 basis point fluctuation in short‑term interest rates would have a $0.2 million impact on our expected pre‑tax income on an annual basis.

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Item 8.  Financial Statements and Supplementary Data.

 

The financial statements and other information required by this Item are contained in the consolidated financial statements and footnotes thereto included in Item 15 and listed in the index on page F-1 of this report.

 

Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rules 13a‑15(e) and 15d‑15(e)under the Exchange Act.  In

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designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2014.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Management’s Report on Internal Controls Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f).  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014 based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Internal Control—Integrated Framework (2013) summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication and (v) monitoring.  Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2014.

 

BDO USA, LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10‑K, has also audited the effectiveness of our internal control over financial reporting as of December 31, 2014, as stated in their reports on pages F-2 and F-3 of this report.

 

Changes in Internal Control Over Financial Reporting

 

During the three months ended December 31, 2014, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

 

Item 9B.  Other Information.

 

None.

 

Part III

 

Item 10.  Directors, Executive Officers and Corporate Governance.

 

The information required by Item 10 with respect to the executive officers and key employees is included in Part I of this Annual Report on Form 10‑K.

 

The information required by Item 10 with respect to the directors is incorporated by reference to the information included under the caption “Election of Directors” in our Proxy Statement for the 2015 Annual Meeting of Stockholders, which we plan to file within 120 days after December 31, 2014, the end of our fiscal year.

 

The information required by Item 10 with respect to compliance with Section 16 of the Exchange Act is incorporated by reference to the information included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

 

The information required by Item 10 with respect to the audit committee and the audit committee financial expert is

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incorporated by reference to the information included under the caption “The Board, its Committees and its Compensation Board Leadership and Committee Composition—Audit Committee” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

 

The information required by Item 10 with respect to the Code of Business Conduct and Ethics is posted on our website at www.globalpower.com, in the Investor Relations section under “Corporate Governance—Code of Business Conduct and Ethics of Global Power”.

 

We will post information regarding any amendment to, or waiver from, our Code of Business Conduct and Ethics on our website at www.globalpower.com in the Investor Relations section under “Corporate Governance.”

 

Item 11.  Executive Compensation.

 

The information required by Item 11 is incorporated by reference to the information included under the captions “Executive Compensation,” “The Board, its Committees and its Compensation—Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis” and “Compensation Committee Report” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

 

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The information required by Item 12 is incorporated by reference to the information included under the captions “Equity Compensation Plan Table” and “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

 

Item 13.  Certain Relationships and Related Transactions and Director Independence.

 

The information required by Item 13 with respect to certain relationships and related transactions is incorporated by reference to the information included under the captions “Certain Relationships and Related Transactions” and “The Board, its Committees and its Compensation—Director Independence” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

 

The information required by Item 13 with respect to director independence is incorporated by reference to the information included under the captions “Certain Relationships and Related Transactions” and “The Board, its Committees and its Compensation—Director Independence” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

 

Item 14.  Principal Accountant Fees and Services.

 

The information required by Item 14 with respect to the fees and services of BDO USA, LLP, our independent registered public accounting firm, and the audit committee’s pre‑approved policies and procedures, are incorporated by reference to the information included under the caption “Fees Paid to Auditors” in our Proxy Statement for the 2015 Annual Meeting of Stockholders.

 

Part IV

 

Item 15.  Exhibits and Financial Statement Schedules.

 

Documents filed as part of this Report:

 

Financial Statements:  The following reports of independent accountants and our consolidated financial statements are set forth in the index beginning on page F-1:

 

 

 

 

 

 

 

The following financial statement schedule is contained on page F-44 in this Report.

 

 

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or the notes thereto.

 

List of Exhibits

 

See Index to Exhibits on the pages below.  We agree to furnish to the SEC, upon request, copies of any long‑term debt instruments that authorize an amount of securities constituting 10% or less of the total assets of Global Power on a consolidated basis.

 

F-4Consolidated financial statements as of December 31, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012.

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Exhibits:  The following exhibits are furnished as exhibits to this Form 10‑K:

 

 

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*Indicates a management contract or compensatory plan or arrangement.

+We have requested and received confidential treatment of certain information contained in this exhibit under 17 C.F.R. § 200.80(b)(4) and § 240.24b‑2.

♦Filed herewith.

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Form to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: March 9, 2015

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.