Discontinued Operations
 12 Months Ended
Dec. 31, 2015
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
The following disposals qualify for discontinued operations treatment with ASU 2014-08, which the Company adopted on January 1, 2015.
Professional Services
On November 30, 2015, the Company sold the balance of its Professional Services segment to TRC for $130.0 million in cash, subject to working capital and other adjustments. At closing, TRC held back $7.5 million from the purchase price (the "Holdback Amount") until the Company effects the novation of a customer contract from one of the subsidiaries sold in the transaction to the Company (or obtains written approval of a subcontract of all the work that is the subject of such contract) and obtains certain consents. If such novation, subcontract or consents are not approved by March 15, 2016, TRC will pay the Holdback Amount to the Company. Certain assets and liabilities associated with one Professional Services contract were excluded from the transaction. In connection with this transaction, the Company recorded a net gain on sale of $97.0 million during the year ended December 31, 2015.
The Company received TRC's proposed working capital and other adjustments on March 2, 2016 and has 45 days from the date of receipt to respond. The Company is currently evaluating the proposed adjustments. Any working capital adjustment will impact the net gain recorded on the transaction.
In 2015, and prior to the sale of the balance of the Professional Services segment, the Company sold the following three subsidiaries that were historically part of the Professional Services segment.
Downstream Professional Services
On June 12, 2015, the Company sold all of its issued and outstanding equity of Downstream Professional Services to BR Engineers, LLC for approximately $10.0 million in cash. The closing consideration is subject to working capital and other typical post-closing adjustments. In connection with this transaction, the Company recorded a net loss on sale of $2.2 million during the year ended December 31, 2015.
Premier
On March 31, 2015, the Company sold all of its membership units in Premier to USIC Locating Services, LLC for approximately $51.0 million in cash, of which $4.0 million was deposited into an escrow account for a period of up to eighteen months to cover post-closing adjustments and any indemnification obligations of the Company. The closing consideration is subject to typical post-closing adjustments. In connection with this transaction, the Company recorded a net gain on sale of $37.1 million during the year ended December 31, 2015.
UtilX
On March 17, 2015, the Company sold all of its equity interests of UtilX to Novinium, Inc. for approximately $40.0 million in cash, of which $0.5 million was deposited into an escrow account for a period of six months to cover post-closing adjustments and any indemnification obligations of the Company. In the third quarter of 2015, the Company cleared the $0.5 million amount recorded in the escrow account as a post-closing adjustment. As a result of this transaction, the Company recorded a net gain on sale of $20.3 million during the year ended December 31, 2015.
Other Business and Asset Disposals
CTS
In the second quarter of 2014, the Company sold its CTS business to a private buyer. In connection with this transaction the Company recorded total proceeds of $25.0 million and recognized a net loss on sale of $8.2 million during the year ended December 31, 2014. The net loss is inclusive of a non-cash charge of $15.0 million related to intangible assets associated with the sold business.
Hawkeye
In the fourth quarter of 2013, the Company sold certain assets comprising its Hawkeye business to Elecnor Hawkeye,
LLC, a subsidiary of Elecnor, Inc. (“Elecnor”). In connection with the sale, the Company recorded total consideration of $27.7 million, subject to a post-closing working capital adjustment. At closing, Elecnor delivered two letters of credit, one to the Company for $16.2 million and the other to the escrow agent for $8.0 million. As such, in connection with this transaction, the Company recorded a net loss on sale of $2.7 million during the year ended December 31, 2013.
In the first quarter of 2014, the Company received $21.2 million in cash consisting of full payment against the $16.2 million letter of credit and $5.0 million of the $8.0 million in escrow. The Company received $1.5 million of additional proceeds in 2014. In the second quarter of 2015, the Company entered into a settlement agreement under which the Company received $3.7 million in full and final settlement of the outstanding amount.
Oman
In the first quarter of 2013, the Company sold all of its shares of capital in Willbros Middle East Limited, which held the Company’s operations in Oman. The Company received total proceeds of $38.9 million in cash and $2.4 million in the form of an escrow deposit from the buyer, which was paid in full in the third quarter of 2013. As a result of this transaction, the Company recorded a gain on sale of $23.6 million during the year ended December 31, 2013.
Nigeria Assets and Nigeria-Based Operations
Litigation and Settlement
On March 29, 2012, the Company and Willbros Global Holdings, Inc., formerly known as Willbros Group, Inc., a Panama corporation (“WGHI”), which is now a subsidiary of the Company, entered into a settlement agreement (the “Settlement Agreement”) with WAPCo to settle a lawsuit filed against WGHI by WAPCo in 2010 under English law in the London High Court in which WAPCo was seeking $273.7 million plus costs and interest. The lawsuit was based upon a parent company guarantee issued by WGHI to WAPCo in connection with a Nigerian project undertaken by a WGHI subsidiary that was later sold to a third party. WAPCo alleged that the third party defaulted in the performance of the project and thereafter brought the lawsuit against WGHI under the parent company guarantee for its claimed losses.
The Settlement Agreement required payments to WAPCo totaling $55.5 million of which $14.0 million was paid in 2012, $5.0 million was paid in 2013 and the remaining $36.5 million was paid in 2014. As such, the terms of the Settlement Agreement have been fulfilled, the Company currently has no employees working in Nigeria and, does not intend to return to Nigeria.
Results of Discontinued Operations
Condensed Statements of Operations of the Discontinued Operations for the years ended December 31, 2015, 2014 and 2013 are as follows (in thousands):
 
 
 
Year Ended December 31, 2015
 
 
Professional Services
 
CTS
 
Hawkeye
 
Oman
 
Other
 
Total
Contract revenue
 
$
229,482

 
$
—

 
$
2,078

 
$
—

 
$
—

 
$
231,560

Contract costs
 
197,414

 
—

 
1,317

 
—

 
—

 
198,731

Amortization of intangibles
 
793

 
—

 
—

 
—

 
—

 
793

(Gain) on sale of subsidiaries
 
(152,208
)
 
—

 
—

 
—

 
—

 
(152,208
)
General and administrative
 
26,937

 
—

 
(370
)
 
—

 
—

 
26,567

Other charges
 
4,405

 
—

 
—

 
—

 
—

 
4,405

Operating income
 
152,141

 
—

 
1,131

 
—

 
—

 
153,272

Non-operating income (expense)
 
(36
)
 
—

 
6

 
—

 
—

 
(30
)
Pre-tax income
 
152,105

 
—

 
1,137

 
—

 
—

 
153,242

Provision for income taxes
 
57,210

 
—

 
—

 
—

 
—

 
57,210

Income from discontinued operations
 
$
94,895

 
$
—

 
$
1,137

 
$
—

 
$
—

 
$
96,032

 
 
Year Ended December 31, 2014
 
 
Professional Services
 
CTS
 
Hawkeye
 
Oman
 
Other
 
Total
Contract revenue
 
$
432,379

 
$
24,361

 
$
11,696

 
$
—

 
$
—

 
$
468,436

Contract costs
 
355,109

 
24,132

 
24,728

 
—

 
—

 
403,969

Amortization of intangibles
 
2,486

 
652

 
—

 
—

 
—

 
3,138

Loss on sale of subsidiary
 
—

 
8,161

 
—

 
—

 
—

 
8,161

General and administrative
 
48,840

 
954

 
1,736

 
—

 
—

 
51,530

Other charges
 
305

 
—

 
—

 
—

 
—

 
305

Operating income (loss)
 
25,639

 
(9,538
)
 
(14,768
)
 
—

 
—

 
1,333

Non-operating income (expense)
 
35

 
—

 
(243
)
 
—

 
—

 
(208
)
Pre-tax income (loss)
 
25,674

 
(9,538
)
 
(15,011
)
 
—

 
—

 
1,125

Provision for income taxes
 
6,344

 
—

 
—

 
—

 
—

 
6,344

Income (loss) from discontinued operations
 
$
19,330

 
$
(9,538
)
 
$
(15,011
)
 
$
—

 
$
—

 
$
(5,219
)
 
 
Year Ended December 31, 2013
 
 
Professional Services
 
CTS
 
Hawkeye
 
Oman
 
Other
 
Total
Contract revenue
 
$
395,875

 
$
127,783

 
$
81,724

 
$
—

 
$
—

 
$
605,382

Contract costs
 
323,434

 
118,422

 
88,514

 
—

 
27

 
530,397

Amortization of intangibles
 
2,566

 
2,609

 
3,152

 
—

 
—

 
8,327

(Gain) loss on sale of subsidiaries
 
—

 
—

 
2,655

 
(23,639
)
 
—

 
(20,984
)
General and administrative
 
41,180

 
4,152

 
2,864

 
—

 
548

 
48,744

Operating income (loss)
 
28,695

 
2,600

 
(15,461
)
 
23,639

 
(575
)
 
38,898

Non-operating income (expense)
 
(5
)
 
498

 
(159
)
 
—

 
125

 
459

Pre-tax income (loss)
 
28,690

 
3,098

 
(15,620
)
 
23,639

 
(450
)
 
39,357

Provision for income taxes
 
18,526

 
—

 
—

 
—

 
—

 
18,526

Income (loss) from discontinued operations
 
$
10,164

 
$
3,098

 
$
(15,620
)
 
$
23,639

 
$
(450
)
 
$
20,831

Condensed Balance Sheets of the Discontinued Operations are as follows (in thousands):
 
 
December 31, 2015
 
 
Professional Services
 
Hawkeye
 
Total
Accounts receivable, net
 
$
313

 
$
9

 
$
322

Contract cost and recognized income not yet billed
 
924

 
—

 
924

Prepaid expenses and other current assets
 
—

 
1

 
1

Total assets associated with discontinued operations
 
1,237

 
10

 
1,247

 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
815

 
452

 
1,267

Contract billings in excess of costs
 
1,457

 
—

 
1,457

Other current liabilities
 
1,303

 
—

 
1,303

Other long-term liabilities
 
1,423

 
—

 
1,423

Total liabilities associated with discontinued operations
 
4,998

 
452

 
5,450

 
 
 
 
 
 
 
Net liabilities associated with discontinued operations
 
$
(3,761
)
 
$
(442
)
 
$
(4,203
)
 
 
December 31, 2014
 
 
Professional Services
 
Hawkeye
 
Total
Cash and cash equivalents
 
$
708

 
$
—

 
$
708

Accounts receivable, net
 
80,576

 
5,564

 
86,140

Contract cost and recognized income not yet billed
 
9,119

 
66

 
9,185

Prepaid expenses and other current assets
 
6,164

 
16

 
6,180

Parts and supplies inventories
 
2,477

 
—

 
2,477

Property, plant and equipment
 
8,783

 
511

 
9,294

Intangible assets, net
 
18,860

 
—

 
18,860

Other long-term assets
 
11,097

 
900

 
11,997

Total assets associated with discontinued operations
 
137,784

 
7,057

 
144,841

 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
38,118

 
3,970

 
42,088

Contract billings in excess of costs
 
1,824

 
—

 
1,824

Current and long-term debt
 
17,646

 
—

 
17,646

Other current and long-term liabilities
 
5,103

 
1,215

 
6,318

Total liabilities associated with discontinued operations
 
62,691

 
5,185

 
67,876

 
 
 
 
 
 
 
Net assets associated with discontinued operations
 
$
75,093

 
$
1,872

 
$
76,965