Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 28, 2019 | Jun. 29, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | Williams Industrial Services Group Inc. | ||
Entity Central Index Key | 0001136294 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 32,198,123 | ||
Entity Common Stock, Shares Outstanding | 18,815,935 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 4,475 | $ 4,594 |
Restricted cash | 467 | 11,562 |
Accounts receivable, net of allowance of $140 and $1,568, respectively | 22,724 | 26,060 |
Contract assets | 8,218 | 11,487 |
Other current assets | 1,735 | 4,006 |
Total current assets | 37,619 | 85,631 |
Property, plant and equipment, net | 335 | 1,712 |
Goodwill | 35,400 | 35,400 |
Intangible assets, net | 12,500 | 12,500 |
Other long-term assets | 1,650 | 573 |
Total assets | 87,504 | 135,816 |
Current liabilities: | ||
Accounts payable | 2,953 | 5,080 |
Accrued compensation and benefits | 10,859 | 7,481 |
Contract liabilities | 3,278 | 7,049 |
Short-term borrowings | 3,274 | |
Current portion of long-term debt | 525 | |
Other current liabilities | 5,518 | 5,552 |
Total current liabilities | 27,047 | 53,964 |
Long-term debt, net | 32,978 | 24,304 |
Deferred tax liabilities | 2,682 | 9,921 |
Other long-term liabilities | 1,396 | 2,390 |
Total liabilities | 69,291 | 93,689 |
Commitments and contingencies (Note 10 and 14) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 19,767,605 and 19,360,026 shares issued, respectively, and 18,660,218 and 17,946,386 shares outstanding, respectively | 197 | 193 |
Paid-in capital | 80,424 | 78,910 |
Retained earnings (deficit) | (62,397) | (36,962) |
Treasury stock, at par (1,107,387 and 1,413,640 common shares, respectively) | (11) | (14) |
Total stockholders’ equity | 18,213 | 42,127 |
Total liabilities and stockholders’ equity | 87,504 | 135,816 |
Discontinued operations, held-for-sale or disposed of by sale | ||
Current assets: | ||
Current assets of discontinued operations | 27,922 | |
Current liabilities: | ||
Current liabilities of discontinued operations | 640 | 28,802 |
Long-term liabilities of discontinued operations | $ 5,188 | $ 3,110 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable allowance for doubtful accounts | $ 140 | $ 1,568 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 19,767,605 | 19,360,026 |
Common stock, shares outstanding | 18,660,218 | 17,946,386 |
Treasury stock at par | 1,107,387 | 1,413,640 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 188,918 | $ 186,982 |
Cost of revenue | 160,177 | 169,056 |
Gross profit | 28,741 | 17,926 |
Operating expenses | ||
Selling and marketing expenses | 1,649 | 2,313 |
General and administrative expenses | 30,875 | 35,984 |
Restructuring charges | 5,689 | |
Depreciation and amortization expense | 857 | 1,673 |
Total operating expenses | 39,070 | 39,970 |
Operating loss | (10,329) | (22,044) |
Other (income) expense | ||
Interest expense, net | 8,990 | 14,626 |
Gain on sale of business and net assets held for sale | (239) | |
Other (income) expense, net | (1,129) | (45) |
Total other (income) expense, net | 7,861 | 14,342 |
Loss from continuing operations before income tax expense | (18,190) | (36,386) |
Income tax expense (benefit) | (4,400) | (6,367) |
Loss from continuing operations | (13,790) | (30,019) |
Discontinued operations: | ||
Loss from discontinued operations before income tax expense (benefit) | (15,002) | (25,318) |
Income tax expense (benefit) | (3,357) | 1,186 |
Loss from discontinued operations | (11,645) | (26,504) |
Net loss | $ (25,435) | $ (56,523) |
Basic earnings (loss) per common share | ||
Loss from continuing operations | $ (0.76) | $ (1.70) |
Loss from discontinued operations | (0.64) | (1.50) |
Basic earnings (loss) per common share | (1.40) | (3.20) |
Diluted earnings (loss) per common share | ||
Loss from continuing operations | (0.76) | (1.70) |
Loss from discontinued operations | (0.64) | (1.50) |
Diluted earnings (loss) per common share | $ (1.40) | $ (3.20) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||
Net loss | $ (25,435) | $ (56,523) |
Foreign currency translation adjustment | 2,891 | |
Reclassification of translation loss related to sale of foreign subsidiaries | 0 | 6,622 |
Comprehensive loss | $ (25,435) | $ (47,010) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Shares $0.01 Per Share | Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings | Treasury Shares | Total |
Balance, Beginning at Dec. 31, 2016 | $ 188 | $ 76,708 | $ (9,513) | $ 19,764 | $ (13) | $ 87,134 |
Balance, Beginning (in shares) at Dec. 31, 2016 | 18,855,409 | (1,369,468) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | $ 5 | (5) | ||||
Issuance of restricted stock units (in shares) | 504,617 | |||||
Tax withholding on restricted stock units | (496) | $ (1) | (497) | |||
Tax withholding on restricted stock units(in shares) | 44,172 | |||||
Share-based compensation | 2,509 | 2,509 | ||||
Dividends | (9) | (9) | ||||
Net loss | (56,523) | (56,523) | ||||
Foreign currency translation | 2,891 | 2,891 | ||||
Reclassification of translation loss related to sale of foreign subsidiaries | $ 6,622 | 6,622 | ||||
Balance, Ending at Dec. 31, 2017 | $ 193 | 78,910 | (36,962) | $ (14) | $ 42,127 | |
Balance, Ending (in shares) at Dec. 31, 2017 | 19,360,026 | (1,413,640) | 19,360,026 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Adoption of ASU 2016-09 (Note 3) | 194 | (194) | ||||
Issuance of restricted stock units | $ 4 | $ 5 | $ 9 | |||
Issuance of restricted stock units (in shares) | 407,579 | 505,049 | ||||
Tax withholding on restricted stock units | (504) | $ (2) | (506) | |||
Tax withholding on restricted stock units(in shares) | 198,796 | |||||
Share-based compensation | 2,018 | 2,018 | ||||
Net loss | (25,435) | (25,435) | ||||
Reclassification of translation loss related to sale of foreign subsidiaries | 0 | |||||
Balance, Ending at Dec. 31, 2018 | $ 197 | $ 80,424 | $ (62,397) | $ (11) | $ 18,213 | |
Balance, Ending (in shares) at Dec. 31, 2018 | 19,767,605 | (1,107,387) | 19,767,605 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | ||
Net loss | $ (25,435) | $ (56,523) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Net loss from discontinued operations | 11,645 | 26,504 |
Deferred income tax provision (benefit) | (7,239) | (6,270) |
Depreciation and amortization on plant, property and equipment and intangible assets | 857 | 1,673 |
Amortization of deferred financing costs | 1,623 | 5,624 |
Loss on disposals of property, plant and equipment | 637 | 28 |
Loss on sale of business and net assets held for sale | (239) | |
Bad debt expense | (90) | 560 |
Stock-based compensation | 1,179 | 2,716 |
Paid-in-kind interest | 1,964 | 2,767 |
Restructuring charges | 5,689 | |
Changes in operating assets and liabilities, net of businesses acquired and sold: | ||
Accounts receivable | 3,426 | (5,414) |
Contract assets | 3,269 | 7,061 |
Other current assets | 2,271 | 4,681 |
Other assets | (1,038) | 387 |
Accounts payable | (2,127) | (4,595) |
Accrued and other liabilities | (1,157) | (9,437) |
Contract liabilities | (3,771) | 1,306 |
Net cash provided by (used in) operating activities, continuing operations | (8,297) | (29,171) |
Net cash provided by (used in) operating activities, discontinued operations | (6,125) | (1,739) |
Net cash provided by (used in) operating activities | (14,422) | (30,910) |
Investing activities: | ||
Proceeds from sale of business, net of restricted cash and transaction costs | 20,206 | |
Proceeds from sale of property, plant and equipment | 2 | |
Purchase of property, plant and equipment | (137) | (112) |
Other investing activities | 3,286 | |
Net cash provided by (used in) investing activities, continuing operations | (137) | 23,382 |
Net cash provided by (used in) investing activities, discontinued operations | 319 | 44,500 |
Net cash provided by (used in) investing activities | 182 | 67,882 |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (497) | (496) |
Debt issuance costs | (2,189) | (1,840) |
Dividends paid | (9) | |
Proceeds from short-term borrowings | 46,688 | |
Repayments of short-term borrowings | (43,414) | |
Proceeds from long-term debt | 33,679 | 171,599 |
Repayments of long-term debt | (31,241) | (202,353) |
Net cash provided by (used in) financing activities, continuing operations | 3,026 | (33,099) |
Net cash provided by (used in) financing activities | 3,026 | (33,099) |
Effect of exchange rate change on cash, discontinued operations | 713 | |
Effect of exchange rate change on cash | 713 | |
Net change in cash, cash equivalents and restricted cash | (11,214) | 4,586 |
Cash, cash equivalents and restricted cash, beginning of year | 16,156 | 11,570 |
Cash, cash equivalents and restricted cash, end of year | 4,942 | 16,156 |
Supplemental Disclosures: | ||
Cash paid for interest | 5,652 | 5,559 |
Cash paid for income taxes, net of refunds | 16 | 1,806 |
Noncash repayment of revolving credit facility | (36,224) | |
Noncash upfront fee related to senior secured term loan facility | $ 4,550 | |
Noncash amendment fee related to term loan | $ 4,000 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2018 | |
BUSINESS AND ORGANIZATION | |
BUSINESS AND ORGANIZATION | NOTE 1— Effective June 29, 2018, Global Power Equipment Group Inc. changed its name to Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, “Williams,” the “Company,” “we,” “us” or “our,” unless the context indicates otherwise) to better align its name with the Williams business, and its stock now trades on the OTCQX® Best Market under the ticker symbol “WLMS.” Williams has been safely helping plant owners and operators enhance asset value for more than 50 years. It provides a broad range of construction, maintenance and support services to customers in energy, power and industrial end markets. Williams’ mission is to be the preferred provider of construction, maintenance, and specialty services through commitment to superior safety performance, focus on innovation, and dedication to delivering unsurpassed value to its customers. The Company’s corporate headquarters are located in Tucker, Georgia. The Company reports on a fiscal quarter basis utilizing a “modified” 4-4-5 calendar (modified in that the fiscal year always begins on January 1 and ends on December 31). However, the Company has continued to label its quarterly information using a calendar convention. The effects of this practice are modest and only exist when comparing interim period results. The reporting periods and corresponding fiscal interim periods are as follows: Reporting Interim Period Fiscal Interim Period 2018 2017 Three Months Ended March 31 January 1, 2018 to April 1, 2018 January 1, 2017 to April 2, 2017 Three Months Ended June 30 April 2, 2018 to July 1, 2018 April 3, 2017 to July 2, 2017 Three Months Ended September 30 July 2, 2018 to September 30, 2018 July 3, 2017 to October 1, 2017 |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2018 | |
LIQUIDITY | |
LIQUIDITY | NOTE 2—LIQUIDITY The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations during the twelve month period following the issuance of this Annual Report on Form 10-K for the year ended December 31, 2018 (this “Form 10-K”). These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. For the past several years, the Company has incurred both net losses and negative cash flows from operations. In response, management undertook, and during 2018 completed, a series of multi-year liquidity initiatives, which included: · Exiting from all of the former Products division businesses; · Reducing the corporate headquarters personnel and consolidating the administrative offices into Tucker, Georgia; · Refinancing the Initial Centre Lane Facility (as defined below) with the New Centre Lane Facility (as defined below), which is a four-year, $35.0 million senior secured credit agreement (For additional information, please refer to “Note 10 — Debt”); and · Entering into the MidCap Facility (as defined below), which is a three-year, $15.0 million secured asset-based revolving credit facility and allows for up to $6.0 million of non-cash collateralized letters of credit (For additional information, please refer to “Note 10 — Debt”). The MidCap Facility generally provides adequate liquidity for our working capital needs. However, there are, due to certain borrowing base eligibility limitations and exclusions within the MidCap Facility, instances where we would not have sufficient availability under the MidCap Facility to meet our growth working capital requirements. The borrowing base eligibility limitations and exclusions that have the most impact on our availability under the MidCap facility are customer concentration limits, exclusion of receivables from our joint ventures, and exclusion of receivables related to projects on which there is an underlying surety bond. In early 2019, the Company identified a large, second quarter 2019 customer project which, for approximately a six week timeframe, has very significant working capital requirements. Additionally, the project has an underlying payment and performance surety bond making the resulting receivables unavailable for borrowing under the MidCap Facility. The combination of those two factors, if not addressed, would have resulted in the Company having inadequate cash to continue operations. On March 29, 2019, the Company negotiated a contract amendment with the customer which provides for the payment of our weekly invoices prior to the related payroll disbursements and a consent letter with the lender which increases our borrowing availability by increasing the concentration limit on a major customer’s receivables during the second quarter. The Company believes the combination of these two measures adequately addresses its near-term liquidity concerns. As a result, management has concluded that as of the date of this report, management’s plan has alleviated the substantial doubt regarding the Company’s ability to continue as a going concern for the twelve-month period following the issuance of these consolidated financial statements. However, our liquidity will be periodically, and for certain intervals, significantly constrained due to the working capital requirements that will be needed to execute our plans to grow the business. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Joint Ventures: The consolidated financial statements include the accounts of Williams Industrial Services Group, Inc. and its wholly owned subsidiaries. At times, the Company may form joint ventures with unrelated third parties for the execution of a project. For investments in joint ventures not requiring full consolidation, the Company uses the equity method of accounting. The Company does not have any investment in a joint venture in which it is considered to be the primary beneficiary where full consolidation is required. In 2017, the Company formed a limited liability company (“LLC”) with an unrelated third party for the execution of a nuclear plant construction project. The Company has a 25 percent participation interest in this LLC, with distribution of expected gains and losses being proportionate to its participation interest. Although the LLC holds the construction contract with the client, the services required by the contract are performed by either the LLC, the Company or the other member of the LLC, or by other subcontractors under subcontracting agreements with the LLC. The Company accounts for its investment in this LLC using the equity method. The Company’s investment in this LLC was $0.8 million and $0.2 million as of December 31, 2018 and 2017, respectively, and was included in other long-term assets on the consolidated balance sheets. Accounts receivable related to work performed for the Company’s unconsolidated investment in the LLC, included in accounts receivable, net, on the consolidated balance sheets, was $2.1 million and $2.2 million as of December 31, 2018 and 2017, respectively. All intercompany accounts and transactions have been eliminated in consolidation. Discontinued Operations: During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment. Additionally, during the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment, which the Company completed in the fourth quarter of 2017. These decisions were made in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit these segments met the definition of a discontinued operation. As a result, these segments, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, have been presented as discontinued operations for all periods presented. In spite of our efforts, which included retaining financial advisors to sell all or part of Koontz-Wagner Custom Controls Holdings LLC’s (“Koontz-Wagner”) operations, inside or outside of a federal bankruptcy or state court proceeding (including Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”)), the proposed disposition did not progress as planned due, primarily, to the absence of viable bids in the sale process, the inability of Koontz-Wagner to fund its ongoing operations or obtain financing to do so, and Koontz-Wagner’s deteriorating financial performance. As a result, on July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. Unless otherwise specified, the financial information presented in the accompanying financial statements and following notes relates to the Company’s continuing operations; it excludes any results of its discontinued operations. Please refer to “Note 4—Changes in Business” for financial information on the Company’s discontinued operations. Segment and Geographic Information : The Company determines its reportable segments in accordance with Accounting Standards Codification (“ASC”) 280—Segment Reporting. The Company’s operating segments engage in business activities from which it may earn revenues and incur expenses and for which discrete information is available. Operating results for the operating segments are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess performance. Operating segments are aggregated for reporting purposes when the operating segments are identified as similar in accordance with the basic principles and aggregation criteria in the accounting standards. The Company’s reporting segments are based primarily on product lines. The reporting segments have different lines of management responsibility as each business requires different marketing strategies and management expertise. Prior to the Company’s decision to exit and sell its Mechanical Solutions and Electrical Solutions segments, the Company had three reportable segments: Services, Electrical Solutions and Mechanical Solutions. Corporate includes expenses related to the Company’s corporate headquarters and interest expense related to its long-term debt. The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2018 and 2017, the Company earned 100% of its revenue in the U.S. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could vary materially from those estimates. Revenue Recognition: The Company provides construction, maintenance and support services to customers in energy, power and industrial end markets. The Company’s services, which are provided through long-term maintenance or discrete project agreements, are designed to improve or sustain its customers’ operating efficiencies and extend the useful lives of their process equipment. The contracts are awarded on a competitively bid and negotiated basis with the majority structured as cost-plus arrangements and the remainder as lump-sum. The Company’s contracts generally include a single performance obligation for which revenue is recognized over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. For cost-plus contracts, the Company recognizes revenue when services are performed and contractually billable based upon the hours incurred and agreed-upon hourly rates. Revenue on fixed-price contracts is recognized and invoiced over time using the cost-to-cost percentage-of-completion method. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company does not adjust the price of the contract for the effects of a significant financing component. Change orders are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The Company believes these methods of revenue recognition most accurately reflect the economics of the transactions with its customers. The Company’s contracts may include several types of variable consideration, including change orders, rate true-up provisions, retainage, claims, incentives, penalties and liquidated damages. The Company estimates the amount of revenue to be recognized on variable consideration using estimation methods that best predict the amount of consideration to which the Company expects to be entitled. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. In circumstances where the Company cannot reasonably determine the outcome of a contract, it recognizes revenue over time as the work is performed, but only to the extent of recoverable costs incurred (i.e. zero margin). A loss provision is recorded for the amount of any estimated unrecoverable costs in excess of total estimated revenue on a contract as soon as the Company becomes aware. The Company generally provides a limited warranty for a term of two years or less following completion of services performed under its contracts. Historically, warranty claims have not resulted in material costs incurred. Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and on deposit with initial maturities of three months or less. As of December 31, 2018, the operating cash balance of $4.5 million was held in U.S. bank accounts. Restricted Cash: Restricted cash as of December 31, 2018 consisted of $0.5 million held in escrow for certain indemnities as claims on a divested subsidiary. As of December 31, 2017, restricted cash consisted of $9.7 million that served as collateral for letters of credit and credit card obligations and $1.9 million held in escrow for certain indemnities and claims. Accounts Receivable: Accounts receivable is reported net of allowance for doubtful accounts and discounts. The allowance is based on numerous factors including but not limited to (i) current market conditions, (ii) review of specific customer economics and (iii) other estimates based on the judgment of management. Account balances are charged off against the allowance after all reasonable means of collection have been pursued and the potential for recovery is considered remote. The Company does not generally charge interest on outstanding amounts. Accounts receivable as of December 31, 2017 included amounts related to subcontracts with Westinghouse Electric Company, LLC (“Westinghouse”) for two nuclear power plant projects. On March 29, 2017, Westinghouse filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court, Southern District of New York. The Company was due $8.7 million for pre-petition services rendered to Westinghouse on the two projects. In November 2017, pursuant to agreements with the owners of both projects, the Company received a partial payment of $6.4 million for pre-petition services. As of December 31, 2017, the Company had a $0.2 million reserve against its receivable from Westinghouse, resulting in a net outstanding balance of $2.1 million for pre-petition services. The Company has filed mechanic’s liens in Georgia against the property of the owners of the project for the remainder of the amount due for pre-petition services rendered to Westinghouse. On July 31, 2017, one of the projects was cancelled by the owner of the project, and the Company demobilized from the site. The Company continues to provide services to the remaining project site at the request of the owner of the project. The amounts for post-petition services have been billed to the owners of the projects and, to the extent not already collected or reserved, are expected to be recoverable. In April 2018, the Company entered into an agreement with a third-party financial institution and sold its outstanding receivable due for pre-petition services rendered to Westinghouse on two projects for proceeds of $2.1 million. Property, Plant and Equipment: Property, plant and equipment are stated at historical cost, less accumulated depreciation. For financial reporting purposes, depreciation is calculated using the straight‑line method over the estimated useful life of the asset. Costs of significant additions, renewals and betterments are capitalized. Maintenance and repairs are expensed when incurred. When an asset is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss on disposition is reflected in general and administrative expenses in the consolidated statements of operations. Depreciation expense related to capital equipment used in production is included in cost of revenue. 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 the asset may not be recoverable. If circumstances require a long‑lived asset held for use to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the asset exceeds expected future cash flows, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations. Assets held for sale are reported at the lower of their carrying value, less estimated costs to sell. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. The Company groups 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 Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis, as of October 1, and when events or changes in circumstances indicate the fair value of a reporting unit with goodwill and/or indefinite-lived intangible assets has been reduced below the carrying value of the net assets of the reporting unit in accordance with ASC 350–Intangibles–Goodwill and Other. The Company’s indefinite-lived intangible asset consists of the Williams trade name. The Company’s testing of goodwill for potential impairment involves the comparison of a reporting unit’s carrying value to its estimated fair value, which is determined using the income approach. Similarly, the testing of the Company’s trade name for potential impairment involves the comparison of the carrying value of the trade name to its estimated fair value, which is determined using the relief from royalty method. If the carrying value of goodwill or the trade name is deemed to be unrecoverable, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations in the period in which the impairment is determined. Cost of Revenue: Cost of revenue primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs and internal transfer costs. Warranty Costs: Estimated costs related to warranties are accrued using the specific identification method. Estimated costs are based upon past warranty claims, sales history, the applicable contract terms and the remaining warranty periods. Warranty terms vary by contract but generally provide for a term of two years or less. The Company manages its exposure to warranty claims by having its field service and quality assurance personnel regularly monitor projects and maintain ongoing and regular communications with its customers. Historically, warranty claims have not resulted in material costs incurred, and any estimated cost for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts. Insurance: The Company self‑insures a portion of its risk for health benefits and workers’ compensation. The Company maintains insurance coverage for other business risks including general liability insurance. The Company accrues for incurred but not reported claims by utilizing lag studies. Shipping and Handling Costs: The Company accounts for shipping and handling costs in accordance with ASC 605‑45 — Principal Agent Considerations. Amounts billed to customers in sale transactions related to shipping and handling costs are recorded as revenue. Shipping and handling costs incurred are included in cost of revenue in the consolidated statements of operations. Advertising Costs: The Company accounts for advertising costs in accordance with ASC 720‑35—Advertising Costs. Generally, advertising costs are immaterial and are expensed as incurred and are included in selling and marketing expense in the consolidated statements of operations. Stock‑Based Compensation Expense: The Company measures and recognizes stock‑based compensation expense based on the estimated fair value of the stock award on the date of grant. Vesting of stock awards is based on certain service, performance and market conditions (or service only conditions) over a one to four year period. For all awards with graded vesting, other than awards with performance‑based vesting conditions, the Company records compensation expense for the entire award on a straight‑line basis over the requisite service period. For graded‑vesting awards with performance‑based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once performance criteria are set. For market-based awards that cliff vest, total compensation expense is recorded on a straight-line basis over the requisite performance period. The Company recognizes stock‑based compensation expense related to performance-based and market-based awards based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. Stock‑based compensation expense is primarily included in general and administrative expenses in the consolidated statements of operations. Income Taxes: The Company accounts 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 bases. The Company measures 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. Under ASC 740—Income Taxes, the Financial Accounting Standards Board (“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 evidence, using 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 the Company does consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs. The Company establishes valuation allowances for its 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. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes 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. The Company believes that its benefits and accruals recognized are appropriate for all open audit years based on its 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. Other Comprehensive (Loss) Income: The Company reports cumulative foreign currency translation adjustments as a component of accumulated other comprehensive (loss) income. The Company reclassified $6.6 million of translation loss related to the sale of foreign subsidiaries out of accumulated other comprehensive income and included it in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. No such reclassifications out of accumulated other comprehensive income were made in 2018. Adoption of New Accounting Pronouncements In the first quarter of 2018, the Company adopted FASB Accounting Standards Update (“ASU”) 2016-18, “Restricted Cash (a consensus of the FASB Emerging Issues Task Force).” ASU 2016-18 requires an entity to include in its cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. The Company adopted ASU 2016-18 on a retrospective basis, and net transfers of restricted cash of $11.1 million and $2.8 million have been presented in net change in cash and cash equivalents in the consolidated statements of cash flows for the year ended December 31, 2018 and 2017, respectively. In the first quarter of 2018, the Company adopted ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 requires an entity to classify distributions received from equity method investees in the statement of cash flows using either the cumulative earnings approach or the nature of distribution approach. The Company adopted ASU 2016-15 on a retrospective basis and elected to classify distributions received from its equity method investees using the cumulative earnings approach. The adoption of ASC 2016-15 did not have an impact on the consolidated statements of cash flows for the years ended December 31, 2018 and 2017, respectively. In the first quarter of 2018, the Company adopted ASU 2014-09 (ASC Topic 606), “Revenue from Contracts with Customers,” and the related ASUs, which provided new guidance for revenue recognized from contracts with customers and replaced the previously existing revenue recognition guidance. ASU 2014-09 requires that revenue be recognized at an amount the Company is entitled to upon transferring control of goods or services to customers, as opposed to when risks and rewards transfer to a customer. The Company adopted ASC Topic 606 using the modified retrospective method, and accordingly, the new guidance was applied retrospectively to contracts that were not completed as of December 31, 2017. Results for operating periods beginning after January 1, 2018 are presented under ASC Topic 606, while comparative information for prior periods has not been restated and continues to be reported in accordance with the accounting standards in effect for those periods. The adoption of ASC Topic 606 did not result in changes to the method or timing of revenue recognized and did not have a material impact on the Company’s financial position, results of operations and cash flows as of and for the year ended December 31, 2018. There was no material difference in the Company’s results for the year ended December 31, 2018 with application of ASC Topic 606 on its contracts and what results would have been if such contracts had been reported using accounting standards previously in effect for such contracts. The Company elected to utilize the modified retrospective transition practical expedient that allowed the Company to evaluate the impact of contract modifications as of January 1, 2018 rather than evaluating the impact of the modifications at the time they occurred. There was no material impact associated with the election of this practical expedient. The Company also elected to utilize the practical expedient to recognize revenue in the amount to which it has a right to invoice for services performed when it has a right to consideration from a customer in an amount that corresponds directly with the value of its performance completed to date. Please refer to “Note 9—Revenue” for additional discussion of the Company’s revenue recognition accounting policies and expanded disclosures required by ASC Topic 606. Recently Issued Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of ASC Topic 718, “Compensation–Stock Compensation” and applies to all share-based payment transactions to nonemployees in which a grantor acquires goods and services to be used or consumed in a grantor’s own operations by issuing share-based awards. Upon adoption of ASU 2018-07, an entity should only re-measure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2018-07 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2018-07 to have a material impact on its financial position, results of operations and cash flows. In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which gives entities the option to reclassify the tax effects stranded in accumulated other comprehensive income as a result of the enactment of comprehensive tax legislation in December 2017, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), to retained earnings. ASU 2018-02 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2018-02 to have a material impact on its financial position, results of operations and cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases.” which, together with its related clarifying ASUs (collectively, “ASU 2016-02”), amends the existing guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than twelve months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees will classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. For leases with a term of twelve months or less, a lessee can make an accounting policy election by class of underlying asset to not recognize an asset and corresponding liability. Lessees will also be required to provide additional qualitative and quantitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasing activities. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 31, 2018. The Company will adopt ASU 2016-02 during the first quarter of 2019 using the modified retrospective method, meaning it will be applied to leases that exist or are entered into on or after January 1, 2019 without adjusting comparative periods in the financial statements. The Company is in the final stages of evaluating its existing lease portfolio and is continuing to assess the values of the right-of-use assets and lease liabilities that will be included on its balance sheet as of January 1, 2019. The Company does not expect the adoption of ASU 2016-02 to have a material impact on its results of operations, cash flows or debt covenants. |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
CHANGES IN BUSINESS | |
CHANGES IN BUSINESS | NOTE 4—CHANGES IN BUSINESS Restructuring Charges In 2018, the Company made the decision to relocate its corporate headquarters to Tucker, Georgia and vacated its leased office space in Irving, Texas on September 30, 2018. In March 2019, the Company subleased the Irving, Texas office space until November 2019, when the lease expires. The Company recorded exit costs related to the leased office space and the termination of certain personnel, which were included in restructuring charges in the Company’s consolidated statement of operations for the year ended December 31, 2018. The following table shows exit costs included in other current liabilities and accrued compensation and benefits on the Company’s consolidated balance sheet: December 31, 2018 (in thousands) Lease Severance Total Balance, December 31, 2017 $ — $ — $ — Restructuring charges 536 5,153 5,689 Payments for restructuring (169) (2,264) (2,433) Balance, December 31, 2018 $ 367 $ 2,889 $ 3,256 The following table presents the major classes of items constituting restructuring expenses on the Company’s consolidated statement of operations: Year Ended December 31, (in thousands) 2018 2017 Lease $ 536 $ — Severance 5,153 — Total $ 5,689 $ — Discontinued Operations Electrical Solutions During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented. As a result of the Company’s decision to sell the Electrical Solutions segment, the Company performed an impairment analysis on this segment’s finite- and indefinite-lived intangible assets (customer relationships and trade names, respectively) and determined that their carrying value exceeded their fair value. As a result, in the fourth quarter of 2017, the Company recorded an impairment charge of $9.7 million related to these intangible assets. The impairment charge was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. After the impairment charge, the fair value of this segment’s intangible assets was zero at December 31, 2017. Determining fair value is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 inputs. There were no other non-recurring fair value re-measurements related to the Electrical Solutions segment during the years ended December 31, 2018 or 2017. In spite of the Company’s efforts, which included retaining financial advisors to sell all or part of Koontz-Wagner’s operations, inside or outside of a federal bankruptcy or state court proceeding (including Chapter 11 of Title 11 of the Bankruptcy Code), the proposed disposition did not progress as planned due, primarily, to the absence of viable bids in the sale process, the inability of Koontz-Wagner to fund its ongoing operations or obtain financing to do so, and Koontz-Wagner’s deteriorating financial performance. As a result, on July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. As a result of the July 11, 2018 bankruptcy of Koontz-Wagner, the Company recorded $11.4 million of exit costs, which were included in loss from discontinued operations in the Company’s consolidated statement of operations for the year ended December 31, 2018. These charges consisted of a $4.0 million fee related to a fifth amendment to the Initial Centre Lane Facility (as defined below), a pension withdrawal liability of $2.9 million related to Koontz-Wagner’s International Brotherhood of Electrical Workers Local Union 1392 multi-employer pension plan, a $1.8 million negotiated settlement of the Company’s guarantee of Koontz-Wagner’s Houston facility lease agreement and a $2.7 million liability as a result of the Company providing affected Koontz-Wagner employees with 60 days of salary continuation, as well as the difference between each employee’s cost of health care at the time of their employment termination and the cost of continued benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA). The Company satisfied the liability related to the lease guarantee settlement and substantially all of the salary and benefit continuation liability through cash payments as of December 31, 2018. The pension liability is expected to be satisfied by annual cash payments of $0.3 million each, paid in quarterly installments, over the next twenty years. As a result of the bankruptcy of Koontz-Wagner, the Company wrote off the related assets and liabilities on the Company’s consolidated balance sheet and recorded a loss of $9.3 million, which was reflected in loss from discontinued operations in the consolidated statements of operations for the year ended December 31, 2018. Mechanical Solutions During the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, has been presented as a discontinued operation for all periods presented. The Mechanical Solutions and the Electrical Solutions segments were the only components of the business that qualified for discontinued operations for all periods presented. On October 11, 2017, the Company sold substantially all of the operating assets and liabilities of its Mechanical Solutions segment for $43.0 million and used a portion of the $40.9 million net proceeds to pay down $34.0 million of the Company’s outstanding debt and related fees, including full repayment of the First-Out Loan (as defined below). Additionally, on October 31, 2017, the Company completed the sale of its manufacturing facility in Mexico and auctioned the remaining production equipment and other assets for net proceeds of $3.6 million, of which $1.9 million was used to reduce the principal amount of the Initial Centre Lane Facility. The remainder was used to fund working capital requirements. The Company recorded a total gain of $6.3 million related to these sales, which was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. The asset and liability excluded from the sale of the Mechanical Solutions segment included the Company’s office building located in Heerlen, Netherlands as well as its liability for uncertain tax positions. This asset and liability was included in current assets of discontinued operations and long-term liabilities of discontinued operations, respectively, in the December 31, 2017 consolidated balance sheet. At the time the Heerlen office building met the “asset held for sale” criteria, its carrying value was $0.5 million; however, the Company subsequently determined that the building’s carrying value exceeded its fair value and, consequently, it recorded an impairment charge of $0.2 million during the fourth quarter of 2017. The impairment charge was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. After the impairment charge, the fair value of the Heerlen building was $0.3 million at December 31, 2017. Determining fair value is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 inputs. There were no other non-recurring fair value re-measurements related to the Mechanical Solutions segment during the year ended December 31, 2017. On March 21, 2018, the Company closed on the sale of its office building in Heerlen, Netherlands for $0.3 million, resulting in an immaterial gain on sale, which was reflected in loss from discontinued operations before income tax expense (benefit) in the Company’s consolidated statement of operations for the year ended December 31, 2018. As discussed above, the Heerlen office was previously included in the Mechanical Solutions segment and, therefore, the carrying value of the building was included in current assets of discontinued operations in the December 31, 2017 consolidated balance sheet. In connection with the sale of its Mechanical Solutions segment, the Company entered into a transition services agreement with the purchaser to provide certain accounting and administrative services for an initial period of nine months. As of December 31, 2018 and 2017, the Company provided $0.3 million and $0.2 million, respectively, in services for the purchaser, which was included in general and administrative expenses from continuing operations in the consolidated statements of operations. The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of Electrical and Mechanical Solutions’ discontinued operations: December 31, (in thousands) 2018 2017 Assets: Accounts receivable $ — $ 12,296 Inventories, net — 178 Cost and estimated earnings in excess of billings — 11,325 Other current assets — 493 Property, plant and equipment, net — 3,630 Total assets of discontinued operations* $ — $ 27,922 Liabilities: Accounts payable $ — $ 7,004 Accrued compensation and benefits 259 1,191 Billings in excess of costs and estimated earnings — 948 Accrued warranties — 1,166 Other current liabilities 381 18,493 Current liabilities of discontinued operations 640 28,802 Liability for pension obligation 2,781 — Liability for uncertain tax positions 2,407 3,110 Long-term liabilities of discontinued operations 5,188 3,110 Total liabilities of discontinued operations $ 5,828 $ 31,912 * The total assets of discontinued operations were classified as current on the December 31, 2018 and 2017 consolidated balance sheets because it was probable that the sale would occur and proceeds would be collected within one year. The following table presents a reconciliation of the major classes of line items constituting the net income (loss) from discontinued operations. In accordance with GAAP, the amounts in the table below do not include an allocation of corporate overhead. Year Ended December 31, (in thousands) 2018 2017 Revenue Electrical Solutions $ 22,259 $ 52,942 Mechanical Solutions — 52,461 Total revenue 22,259 105,403 Cost of revenue Electrical Solutions 24,613 66,232 Mechanical Solutions — 42,811 Total cost of revenue 24,613 109,043 Selling and marketing expenses 207 4,035 General and administrative expenses 2,634 14,314 Impairment expense - Electrical Solutions — 9,709 Other (38) (48) Loss from discontinued operations before income taxes (5,157) (31,650) Loss (gain) on disposal - Electrical Solutions 9,623 — Loss (gain) on disposal - Mechanical Solutions 222 (6,332) Total loss from discontinued operations before income taxes (15,002) (25,318) Income tax expense (benefit) (3,357) 1,186 Loss from discontinued operations $ (11,645) $ (26,504) Disposition of Hetsco In June 2016, the Company engaged a financial advisor to assist with the sale of its wholly owned subsidiary, Hetsco, Inc. (“Hetsco”) in order to pay down debt. Hetsco was previously included in the Services segment. On January 13, 2017, the Company sold the stock of Hetsco for $23.2 million in cash, inclusive of working capital adjustments. After transaction costs and an escrow withholding of $1.5 million, the net proceeds of $20.2 million were used to reduce debt. In connection with the Company’s decision to sell Hetsco, the net assets were adjusted to estimated fair value less estimated selling expenses, which resulted in a write-down of $8.3 million in 2016. In the first quarter of 2017, the Company recorded a $0.2 million adjustment, which reduced the $8.3 million loss recorded in 2016. A summary of Hetsco’s income (loss) before income taxes for the years ended December 31, 2018 and 2017 was as follows: Year Ended December 31, (In thousands) 2018 2017 Income (loss) before income taxes $ — $ 489 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5—PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant and equipment balances, by significant asset category, were as follows: Estimated December 31, ($ in thousands) Useful Lives 2018 2017 Buildings and improvements 5 - 39 years $ 474 $ 582 Machinery and equipment 3 - 12 years 4,078 3,969 Furniture and fixtures 2 - 10 years 8,668 9,236 Construction-in-progress — 259 442 13,479 14,229 Less accumulated depreciation (13,144) (12,517) Property, plant and equipment, net $ 335 $ 1,712 Construction‑in‑progress primarily included building improvements and machinery and equipment as of December 31, 2018 and 2017. Depreciation expense was $0.9 million and $1.7 million for the years ended December 31, 2018 and 2017, respectively. No impairment charges on property, plant and equipment were recognized for the years ended December 31, 2018 and 2017. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS The Company determines the fair value of its reporting unit using the income approach. 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. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for the reporting unit, which falls within Level 3 of the fair value hierarchy. As of both December 31, 2018 and 2017, the Company had $12.5 million of unamortizable indefinite-lived intangible assets related to its Williams Industrial Services Group trade name. The Company did not incur any amortization expense for each of the years ended December 31, 2018 and 2017, respectively. The Company determines the fair value of its trade name using the relief from royalty method. Under that method, the fair value of the trade name is determined by calculating the present value of the after tax cost savings associated with owning the asset and therefore not having to pay royalties for its use for the remainder of its estimated useful life. As a result of the Company’s annual indefinite-lived intangible asset impairment analysis as of October 1, 2018 and 2017, it determined the fair value of its trade name exceeded its book value; therefore, no impairment charge was recorded for the years ended December 31, 2018 and 2017. As a result of the Company’s annual goodwill impairment analysis as of October 1, 2018 and 2017, it determined that the fair value of its reporting unit exceeded its book value, and accordingly, no impairment charge was necessary for the years ended December 31, 2018 and 2017. As of December 31, 2018, the Company’s accumulated impairment charges on its goodwill and indefinite-lived intangible assets were $4.2 million, all of which were recognized in the statement of operations for the year ended December 31, 2015. The Company did not incur any impairment charges related to its goodwill and indefinite-lived intangible assets prior to 2015. Estimating the fair value of reporting units and trade names 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, the Company’s most recent forecasts, and other relevant quantitative and qualitative information. 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. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2018 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | NOTE 7—FINANCIAL INSTRUMENTS Fair Value of Financial Instruments: ASC 820–Fair Value Measurement defines fair value as the exit price, which is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in the active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The Company’s financial instruments as of December 31, 2018 and 2017 consisted primarily of cash and cash equivalents, restricted cash, receivables, payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values, as they are either short-term in nature or carry interest rates that are periodically adjusted to market rates. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8—INCOME TAXES Loss before income taxes was as follows: Year Ended December 31, (in thousands) 2018 2017 Domestic $ (18,190) $ (35,993) Foreign — (393) Loss from continuing operations (18,190) (36,386) Loss from discontinued operations (15,002) (25,318) Loss before income tax expense (benefit) $ (33,192) $ (61,704) The following table summarizes the income tax expense (benefit) by jurisdiction: Year Ended December 31, (in thousands) 2018 2017 Current: State $ (3) $ (1) Foreign (522) 404 Total current (525) 403 Deferred: Federal (7,044) (7,369) State (194) 110 Foreign 6 1,675 Total deferred (7,232) (5,584) Income tax expense (benefit) $ (7,757) $ (5,181) Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows: Year Ended December 31, (in thousands) 2018 2017 Continuing operations $ (4,400) $ (6,367) Discontinued operations (3,357) 1,186 Income tax expense (benefit) $ (7,757) $ (5,181) Effective Tax Rate Reconciliation The amount of the income tax provision for continuing operations during the years ended December 31, 2018 and 2017 differs from the statutory federal income tax rate of 21% and 35%, respectively, as follows: Year Ended December 31, 2018 2017 (in thousands) Amount Percent Amount Percent Tax expense (benefit) computed at the maximum U.S. statutory rate $ (3,820) % $ (12,735) % Difference resulting from state income taxes, net of federal income tax benefits (483) % (772) 2.1 % Foreign tax rate differences — — % 138 (0.4) % Deferred tax impacts of the Tax Act — — % (5,430) 14.9 % Non-deductible business disposition costs — — % 4,266 (11.7) % Non-deductible expenses, other 136 (0.7) % 236 % Transition tax from Tax Act inclusion — — % 2,587 (7.1) % Change in net operating loss carryforward (581) 3.2 % 889 (2.4) % Change in valuation allowance (2,136) 11.7 % 7,165 (19.7) % Change in accrual for uncertain tax positions — — % (31) % Change in foreign tax credits 1,811 (10.0) % (74) 0.2 % Stock-based compensation (ASU 2016-09) — — % (2,588) 7.1 % Other, net 673 (3.7) % (18) — % Total tax expense (benefit) $ (4,400) 24.2 % $ (6,367) 17.5 % Deferred Taxes The significant components of deferred income tax assets and liabilities for continuing operations consisted of the following: December 31, (in thousands) 2018 2017 Assets: Cost in excess of identifiable net assets of business acquired $ 6,633 $ 7,534 Reserves and other accruals 4,328 5,555 Tax credit carryforwards 7,819 12,564 Accrued compensation and benefits 1,946 2,509 State net operating loss carryforwards 10,843 8,937 Federal net operating loss carryforwards 47,382 38,990 Gain/loss on assets held for sale 1,393 1,393 Other 782 — 81,126 77,482 Liabilities: Indefinite life intangibles (10,876) (10,075) Property and equipment (248) (262) Other — (720) Net deferred tax assets 70,002 66,425 Valuation allowance for net deferred tax assets (72,684) (76,346) Net deferred tax liability after valuation allowance $ (2,682) $ (9,921) Tax Cuts and Jobs Acts of 2017 On December 22, 2017, the Tax Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. For the year ended December 31, 2018, the Company recognized a $5.3 million tax benefit for the offset of the indefinite-lived deferred tax assets created by the 2017 Tax Act that may be utilized against indefinite-lived intangible deferred tax liabilities. The Company was able to recognize a tax benefit for $3.2 million of tax losses generated during 2018 and $2.1 million for disallowed interest expense incurred in 2018 that can be indefinitely carried forward. The Tax Act reduced the federal statutory corporate tax rate from 35% to 21% for the Company’s tax years beginning in 2018, which resulted in the re-measurement of the federal portion of the Company’s deferred tax assets and liabilities and related valuation allowances as of December 31, 2017 from 35% to the new 21% tax rate. As of December 31, 2018 and 2017, the Company has a net deferred tax liability related to its continuing operations of $2.7 million and $9.9 million, respectively. The net deferred tax liabilities for the years ended December 31, 2018 and 2017 predominantly related to indefinite-lived intangibles deferred tax liabilities that cannot be used to offset deferred tax assets subject to valuation allowances. A net reduction in valuation allowances related to continuing operations of $3.7 million as of December 31, 2018 was recorded against the gross deferred tax asset balances as of December 31, 2018. The Company recorded a provisional liability of the transition tax of $2.6 million based on analysis of the amount of post-1986 earnings and profits of its foreign subsidiaries. As of December 31, 2018, the Company would need to generate $281.9 million of future U.S. pre-tax income to realize its deferred tax assets. Net Operating Losses and Tax Credit Carryforwards As of December 31, 2018, the Company has state operating loss carryforwards of $282.3 million expiring between 2019 and 2038. The Company has $5.3 million of foreign operating loss carryforwards that will expire in 2028. The Company has $5.6 million in foreign tax credit carryforwards expiring between 2019 and 2026. Under the Internal Revenue Code, the amount of and the benefits from NOL and tax credit carryforwards may be limited or permanently impaired in certain circumstances. In addition, under the Tax Act, the amount of post 2017 NOLs that the Company is permitted to deduct in any taxable year is limited to 80% of its taxable income in such year, where taxable income is determined without regard to the NOL deduction itself. The Tax Act also generally eliminates the ability to carry back any NOL to prior taxable years, while allowing post 2017 unused NOLs to be carried forward indefinitely. Valuation Allowances The Company reviews, at least annually, the components of its deferred tax assets. This review is to ascertain that, based upon all of the information available at the time of the preparation of the financial statements, it is more likely than not, that the Company expects to utilize these deferred tax assets in the future. If the Company determines that it is more likely than not that these deferred tax assets will not be utilized, a valuation allowance is recorded, reducing the deferred tax asset to the amount expected to be realized. Many factors are considered in the determination that the deferred tax assets are more likely than not will be realized, including recent cumulative earnings, expectations regarding future taxable income, length of carryforward periods, and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is determined by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and tax planning strategies. As of December 31, 2018, the Company carries $10.9 million of deferred income tax liabilities related to indefinite-lived intangibles. Because NOLs generated in taxable years beginning after December 31, 2017 can be carried forward indefinitely under the Tax Act, based upon all of the information available at the time of the preparation of the financial statements, the Company concluded that it is more likely than not that the reversal of taxable temporary differences related to indefinite-lived intangible assets can be used as a source of future taxable income when assessing the realizability of these loss carryforwards that do not expire when they are in the same jurisdiction and of the same character. The Company also determined that it is more likely than not that the reversal of taxable temporary differences related to indefinite-lived intangible assets can be used as a source of future taxable income when assessing the realizability of deferred tax assets that upon reversal would give rise to NOLs that do not expire. As a result, the Company booked a $4.4 million income tax benefit from continuing operations for the period ended December 31, 2018, mainly attributable to the $5.3 million net reduction in the deferred tax liabilities related to the indefinite-lived intangibles that can now be partially offset against the indefinite-lived deferred tax assets created by the Tax Act. Among the $5.3 million, $3.2 million was related to the pre-tax losses generated by its U.S. business operations, specifically the indefinite-lived pre-tax losses generated in 2018, and $2.1 million was related to the interest expense disallowed in 2018 that can be carried forward indefinitely. The Company continues to have a full valuation allowance against its foreign deferred tax assets. As of December 31, 2018 and 2017, the Company had valuation allowances for deferred tax assets related to its continuing operations in the amount of $72.7 million and $76.3 million, respectively. Unremitted Earnings The Company’s foreign subsidiaries may generate earnings that are not subject to U.S. income taxes so long as they are permanently reinvested in its operations outside of the U.S. Pursuant to ASC Topic No. 740-30, undistributed earnings of foreign subsidiaries that are no longer permanently reinvested would become subject to deferred income taxes. Uncertain Tax Positions A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows (in thousands): Year Ended December 31, (in thousands) 2018 2017 Unrecognized tax benefits at January 1 $ 3,328 $ 4,150 Change in unrecognized tax benefits taken during a prior period — (687) Reductions to unrecognized tax benefits from lapse of statutes of limitations (233) (135) Unrecognized tax benefits at December 31 $ 3,095 $ 3,328 Unrecognized tax benefits from discontinued operations at December 31 $ 1,194 $ 1,427 Unrecognized tax benefits from continuing operations at December 31 1,901 1,901 $ 3,095 $ 3,328 As of December 31, 2018, the Company provided for a liability of $3.1 million for unrecognized tax benefits related to various federal, foreign and state income tax matters compared with a liability of $3.3 million for unrecognized tax benefits as of December 31, 2017. The Company has elected to classify interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2018, the Company accrued $1.7 million for potential payment of interest and penalties, compared with $2.0 million accrued as of December 31, 2017. As of December 31, 2018, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.4 million, compared with $0.5 million as of December 31, 2017. In 2019, the Company anticipates it will release less than $0.7 million of accruals of uncertain tax positions as the statute of limitations related to these liabilities will lapse in 2019. The Company files a consolidated U.S. federal income tax return. Currently, the Company is not under examination for income tax purposes by any taxing jurisdiction. A presentation of open tax years by jurisdiction is as follows: Tax Jurisdiction Examination in Progress Open Tax Years for Examination United States None 2006 to Present Mexico None 2013 to Present China None 2010 to Present The Netherlands None 2015 to Present |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2018 | |
REVENUE | |
REVENUE | NOTE 9—REVENUE Disaggregation of Revenue Disaggregated revenue by type of contract was as follows. (in thousands) Year Ended December 31, 2018 Year Ended December 31, 2017 Cost-plus reimbursement contracts $ 158,278 $ 136,541 Fixed-price contracts 30,639 50,441 Total $ 188,918 $ 186,982 Contract Balances The Company enters into contracts that allow for periodic billings over the contract term that are dependent upon specific advance billing terms, as services are provided, or as milestone billings based on completion of certain phases of work. Projects with performance obligations recognized over time that have costs and estimated earnings recognized to date in excess of cumulative billings are reported in the Company’s consolidated balance sheet as contract assets. Projects with performance obligations recognized over time that have cumulative billings in excess of costs and estimated earnings recognized to date are reported in the Company’s consolidated balance sheet as contract liabilities. At any point in time, each project in process could have either contract assets or contract liabilities. The following table provides information about contract assets and contract liabilities from contracts with customers. December 31, (in thousands) 2018 2017 (1) Costs incurred on uncompleted contracts $ 160,368 $ 164,076 Earnings recognized on uncompleted contracts 28,581 17,304 Total 188,949 181,380 Less—billings to date (184,009) (176,942) Net $ 4,940 $ 4,438 Contract assets $ 8,218 $ 11,487 Contract liabilities (3,278) (7,049) Net $ 4,940 $ 4,438 (1) Prior period amounts have not been adjusted for the adoption of ASC Topic 606 under the modified retrospective method. For the year ended December 31, 2018, the Company recognized revenue of approximately $5.3 million that was included in the corresponding contract liability balance at December 31, 2017. Remaining Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2018. (in thousands) 2019 2020 Thereafter Total Remaining performance obligations $ 173,346 $ 124,425 $ 203,833 $ 501,604 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
DEBT | |
DEBT | NOTE 10—DEBT Revolving Credit Facility In February 2012, the Company entered into a $100.0 million 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 (as amended from time to time, the “Revolving Credit Facility”). In December 2013, the Revolving Credit Facility was increased from $100.0 million to $150.0 million. The Company gave a first priority lien on substantially all of its assets as security for the Revolving Credit Facility, which was in place until the Company refinanced its debt with an affiliate of Centre Lane Partners, LLC (“Centre Lane”) in June 2017. MidCap Facility On October 11, 2018, the Company entered into a three-year, $15.0 million Credit and Security Agreement with MidCap Financial Trust (“MidCap”), as agent and as a lender, and other lenders that may be added as a party thereto (the “MidCap Facility”). The MidCap Facility is a secured asset-based revolving credit facility that provides borrowing availability against 85% of eligible accounts receivable and the lesser of 80% of eligible contract assets and $1.0 million, after certain customary exclusions and reserves, and allows for up to $6.0 million of non-cash collateralized letters of credit. The Company can, if necessary, make daily borrowings under the MidCap Facility with same day funding. The outstanding loan balance under the MidCap Facility is reduced through the daily automated sweeping of the Company’s depository accounts to the lender’s account under the terms of deposit account control agreements. As of December 31, 2018, the Company had $3.3 million outstanding under the MidCap Facility, which is included in short-term borrowings on the consolidated balance sheet. At December 31, 2018, the Company had $4.7 million in available borrowing under the MidCap facility. Borrowings under the MidCap Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus 6.0% per year, subject to a minimum LIBOR rate of 1.0%, and are payable in cash on a monthly basis. The Company must pay a customary unused line fee equal to 0.5% per annum of the average unused portion of the commitments under the MidCap Facility, certain other customary administration fees and a minimum balance fee. In addition, while any letters of credit are outstanding under the MidCap Facility, the Company must pay a letter of credit fee equal to 6.0% per annum, in addition to any other customary fees required by the issuer of the letter of credit. The Company’s obligations under the MidCap Facility are secured by first priority liens on substantially all of its assets, other than the Excluded Collateral (as defined in the MidCap Facility), subject to the terms of an intercreditor agreement, dated as of October 11, 2018 (the “Intercreditor Agreement”), entered into by an affiliate of Centre Lane, as a lender under the New Centre Lane Facility (as defined below), and MidCap, as agent, and to which the Company consented. The Intercreditor Agreement was entered into as required by the MidCap Facility and the New Centre Lane Facility. The first priority liens previously granted by the Company and certain of its wholly owned subsidiaries in favor of the Centre Lane affiliate in connection with the New Centre Lane Facility are also subject to the Intercreditor Agreement, which, among other things, specifies the relative lien priorities of the secured parties under each of the MidCap Facility and the New Centre Lane Facility in the relevant collateral. It contains customary provisions regarding, among other things, the rights of the respective secured parties to take enforcement actions against the collateral and certain limitations on amending the documentation governing each of the MidCap Facility and the New Centre Lane Facility. It additionally provides secured parties under each of the MidCap Facility and the New Centre Lane Facility the option, in certain instances, to purchase all outstanding obligations of the Company under the other respective loan. The Company may from time to time voluntarily prepay outstanding amounts under the MidCap Facility, in whole or in part, in a minimum amount of $0.1 million. If at any time the amount outstanding under the MidCap Facility exceeds the borrowing base in effect at such time, the Company must repay the excess amount in cash, cash collateralize liabilities under letters of credit, or cause the cancellation of outstanding letters of credit (or any combination of the foregoing), in an aggregate amount equal to such excess. The Company is also required to repay certain amounts outstanding under the MidCap Facility upon the occurrence of certain events involving the assets upon which the borrowing base is calculated, including receipt of payments or proceeds from the Company’s accounts receivable, certain casualty proceeds in excess of $25,000, and receipt of proceeds following certain asset dispositions. The Company also has certain reimbursement obligations in the event of payments by the agent or a lender against draws under outstanding letters of credit. In the event the MidCap Facility is terminated (by reason of an event of default or otherwise) 90 days or more prior to the maturity date, the Company will be required to pay a prepayment fee in an amount equal to the aggregate commitment under the MidCap Facility at the time of termination, multiplied by 2.0% in the first year following the Closing Date, 1.5% in the second year, and 1.0% in the first nine months of the third year. The MidCap Facility requires the Company to regularly provide financial information to the lenders, and, beginning on December 31, 2018, to maintain certain total leverage and fixed charge coverage ratios and meet minimum consolidated adjusted EBITDA and minimum liquidity requirements (each of which as defined in the MidCap Facility). The MidCap Facility also contains customary representations and warranties, as well as customary affirmative and negative covenants. The MidCap Facility contains covenants that may, among other things, limit the Company’s ability to incur additional debt, incur liens, make investments, engage in mergers, dispositions or sale-leasebacks, engage in new lines of business or certain transactions with affiliates and change accounting policies or fiscal year. Events of default under the MidCap Facility include, but are not limited to, failure to timely pay any amounts due and owing, a breach of certain covenants or any representations or warranties, the commencement of any bankruptcy or other insolvency proceeding, judgments in excess of certain acceptable amounts, certain events related to ERISA matters, impairment of security interests in collateral or invalidity of guarantees or security documents, and a default or event of default under the New Centre Lane Facility or the Intercreditor Agreement. Upon default, MidCap would have the right to declare all borrowings under the MidCap Facility to be immediately due and payable, together with accrued interest and fees, and exercise remedies under the other Financing Documents (as defined in the MidCap Facility). New Centre Lane Facility On September 18, 2018, the Company refinanced and replaced its Initial Centre Lane Facility with a four-year $35.0 million senior secured credit agreement with an affiliate of Centre Lane as Administrative Agent and Collateral Agent, and the other lenders from time to time party thereto (the “New Centre Lane Facility”). The Company recorded a loss on extinguishment of debt of $1.1 million, which is included in interest expense on the consolidated statement of operations for the year ended December 31, 2018. After payment of the amounts outstanding under the Initial Centre Lane Facility and fees associated with the New Centre Lane Facility, net cash proceeds were $1.0 million. The New Centre Lane Facility requires payment of an annual administration fee of $25,000. Borrowings under the New Centre Lane Facility bear interest at LIBOR (with a minimum rate of 2.5%) plus 10% per year, payable monthly in cash. The Company must repay an amount equal to 0.25% of the original aggregate principal amount of the New Centre Lane Facility in consecutive quarterly installments, beginning on December 31, 2018 through June 30, 2019. The Company must repay an amount equal to 0.50% of the original aggregate principal amount of the New Centre Lane Facility in consecutive quarterly installments, beginning on September 30, 2019. The Company’s obligations under the New Centre Lane Facility are guaranteed by all of its wholly owned domestic subsidiaries, subject to customary exceptions. The Company’s obligations are secured by first priority security interests on substantially all of its assets and those of its wholly owned domestic subsidiaries. This includes 100% of the voting equity interests of the Company’s domestic subsidiaries and 65% of the voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions. Beginning on September 19, 2019, the Company may voluntarily prepay the New Centre Lane Facility at any time or from time to time, in whole or in part, in a minimum amount of $1.0 million of the outstanding principal amount, plus any accrued but unpaid interest on the aggregate principal amount being prepaid, plus a prepayment premium, to be calculated as follows (the “Prepayment Premium”): Prepayment Premium as a Percentage of Aggregate Period Outstanding Principal Prepaid September 19, 2019 to September 18, 2021 1% After September 18, 2021 0% Subject to certain exceptions, the Company must prepay an aggregate principal amount equal to 75% of its Excess Cash Flow (as defined in the New Centre Lane Facility), minus the sum of all voluntary prepayments, within five business days after the date that is 90 days following the end of each fiscal year. The New Centre Lane Facility also requires mandatory prepayment of certain amounts in the event the Company or its subsidiaries receive proceeds from certain events and activities, including, among others, asset sales, casualty events, the issuance of indebtedness and equity interests not otherwise permitted under the New Centre Lane Facility and the receipt of tax refunds or extraordinary receipts in excess of $500,000, plus, in certain instances, the applicable Prepayment Premium, calculated as set forth above. The New Centre Lane Facility contains customary representations and warranties, as well as customary affirmative and negative covenants. The New Centre Lane Facility contains covenants that may, among other things, limit the Company’s ability to incur additional debt, incur liens, make investments or capital expenditures, declare or pay dividends, engage in mergers, acquisitions and dispositions, engage in new lines of business or certain transactions with affiliates and change accounting policies or fiscal year. Events of default under the New Centre Lane Facility include, but are not limited to, a breach of any of the financial covenants or any representations or warranties, failure to timely pay any amounts due and owing, the commencement of any bankruptcy or other insolvency proceeding, judgments in excess of certain acceptable amounts, the occurrence of a change in control, certain events related to ERISA matters and impairment of security interests in collateral or invalidity of guarantees or security documents. Upon a default under the New Centre Lane Facility, the Company’s senior secured lenders would have the right to accelerate the then-outstanding amounts under such facility and to exercise their rights and remedies to collect such amounts, which would include foreclosing on collateral constituting substantially all of the Company’s assets and those of its subsidiaries. However, in October 2018, the Company entered into the three-year, $15.0 million MidCap Facility, which provides for a secured asset-based revolving credit facility that provides borrowing availability against 85% of eligible accounts receivable and the lesser of 80% of eligible contract assets and $1.0 million; as such, the lenders under the MidCap Facility hold a first priority lien on the Company’s accounts receivable and contract assets. The scheduled maturities of the New Centre Lane Facility are as follows: December 31, (in thousands) 2019 $ 525 2020 700 2021 700 2022 32,987 Thereafter — Total $ 34,912 The Company’s borrowing rate under the New Centre Lane Facility at December 31, 2018 was 12.5%. The following table summarizes the Company’s debt under the MidCap Facility and the New Centre Lane Facility: (in thousands) As of December 31, 2018 MidCap Facility $ 3,274 Current portion of term loan 525 Current debt $ 3,799 Term loan, due 2022 34,387 Unamortized deferred financing costs (1,409) Long-term debt, net $ 32,978 Total debt, net $ 36,777 Initial Centre Lane Term Facility In June 2017, funds affiliated with Centre Lane purchased and assumed the outstanding debt from the Company’s then-existing lenders under the Revolving Credit Facility. The Company replaced the Revolving Credit Facility with a 4.5-year senior secured term loan facility with an affiliate of Centre Lane as Administrative Agent and Collateral Agent, and the other lenders from time to time party thereto (as amended, the “Initial Centre Lane Facility”). The Initial Centre Lane Facility was governed by the terms of the Senior Secured Credit Agreement, dated June 16, 2017, as amended by the First Amendment, dated August 17, 2017 (the “First Centre Lane Amendment”), the Limited Waiver and Second Amendment, dated October 11, 2017, the Second Limited Waiver and Third Amendment, dated January 9, 2018, the Third Limited Waiver, dated March 30, 2018, the Fourth Amendment, dated April 13, 2018 and the Consent and Fifth Amendment, dated July 11, 2018. While not a party to the Initial Centre Lane Facility, entities associated with Wynnefield Capital, Inc., the Company’s largest equity investor, funded $6.0 million of the Initial Centre Lane Facility. After payment of the Revolving Credit Facility and fees associated with both the Initial Centre Lane Facility and the First Centre Lane Amendment, net cash proceeds were $15.3 million. The Initial Centre Lane Facility provided for an initial loan in an aggregate principal amount of $45.0 million, and the First Centre Lane Amendment provided for a first-out loan for an additional aggregate principal amount of $10.0 million (the “First-Out Loan”). The Initial Centre Lane Facility had a maturity date of December 16, 2021. However, the fourth amendment to the Initial Centre Lane Facility imposed a mandatory prepayment of all obligations then outstanding under the Initial Centre Lane Facility on May 31, 2019, which date was then extended by the fifth amendment to such facility to April 1, 2020. Had the First-Out Loan not been paid in full as a result of the sale of Mechanical Solutions in October 2017, described below, it would have matured on September 30, 2018. The Initial Centre Lane Facility required payment of an annual administration fee of $25,000 and an upfront fee equal to 7% of the aggregate commitments provided under the Initial Centre Lane Facility. The upfront fee bore interest at a rate of LIBOR plus 19% annual payable-in kind (“PIK”) interest. The upfront fee was payable upon the earlier of maturity or the occurrence of certain events, including significant debt prepayments or asset sales that may have occurred prior to maturity. In addition to those fees, the First Centre Lane Amendment also required the Company to pay an upfront fee equal to 7% of the First-Out Loan commitments, which bore interest at the same rate as the initial upfront fee, and an exit fee equal to 7% of the aggregate outstanding principal amount of the First-Out Loan commitments, which was payable upon the maturity date of the First-Out Loan. Borrowings under the Centre Lane Facility bore interest at LIBOR plus the sum of 9% per year, payable in cash, plus 10% PIK interest. Cash interest was payable monthly, and the PIK interest accrued to and increased the principal balance on a monthly basis. On October 11, 2017, the Company sold substantially all of the operating assets and liabilities of its Mechanical Solutions segment and used a portion of the proceeds to pay down $34.0 million of the Company’s outstanding debt, including full repayment of the First-Out Loan and its related fees as well as the upfront fee on the Initial Centre Lane Facility. This payment satisfied the $25.0 million prepayment criteria necessary to avoid a PIK rate increase to 15% on January 1, 2018. Additionally, on October 31, 2017, the Company completed the sale of its manufacturing facility in Mexico and auctioned the remaining production equipment and other assets for net proceeds of $3.6 million, of which $1.9 million was used to reduce the principal amount of the Initial Centre Lane Facility. The remainder was used to fund working capital requirements. The Company’s obligations under the Initial Centre Lane Facility were guaranteed by all of its wholly owned domestic subsidiaries, subject to customary exceptions. The Company’s obligations were secured by first priority security interests on substantially all of its assets and those of its wholly owned domestic subsidiaries. This included 100% of the voting equity interests of the Company’s domestic subsidiaries and certain specified foreign subsidiaries and 65% of the voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions. The Company was permitted to voluntarily prepay the Initial Centre Lane Facility at any time or from time to time, in whole or in part, in a minimum amount of $1.0 million of the outstanding principal amount, plus any accrued but unpaid interest on the aggregate amount of the term loans being prepaid, plus a prepayment premium, which was to be calculated as follows (the “Prior Prepayment Premium”): Prepayment Premium as a Percentage of Aggregate Period Outstanding Principal Prepaid June 16, 2017 to June 16, 2018 3% June 17, 2018 to June 16, 2019 2% June 17, 2019 to June 16, 2020 1% After June 16, 2020 0% Subject to certain exceptions, the Company was required to prepay an aggregate principal amount equal to 100% of its Excess Cash Flow (as defined in the Initial Centre Lane Facility), minus the sum of all voluntary prepayments, within five business days after the date that is 90 days following the end of each fiscal year. The Initial Centre Lane Facility also required mandatory prepayment of certain amounts in the event the Company or its subsidiaries received proceeds from certain events and activities, including, among others, asset sales, casualty events, the issuance of indebtedness and equity interests not otherwise permitted under the Initial Centre Lane Facility and the receipt of tax refunds or extraordinary receipts in excess of $500,000, plus, in certain instances, the applicable Prior Prepayment Premium, calculated as set forth above. The Initial Centre Lane Facility contained customary representations and warranties, as well as customary affirmative and negative covenants. The Initial Centre Lane Facility contained covenants that may have, among other things, limited the Company’s ability to incur additional debt, incur liens, make investments or capital expenditures, declare or pay dividends, engage in mergers, acquisitions and dispositions, engage in new lines of business or certain transactions with affiliates and change accounting policies or fiscal year. The Initial Centre Lane Facility also required the Company to regularly provide financial information to the lenders, and, beginning on September 30, 2019, to maintain certain total leverage and fixed charge coverage ratios. The Company’s capital expenditures were also limited. Events of default under the Initial Centre Lane Facility included, but were not limited to, a breach of any of the financial covenants or any representations or warranties, failure to timely pay any amounts due and owing, the commencement of any bankruptcy or other insolvency proceeding, judgments in excess of certain acceptable amounts, the occurrence of a change in control, certain events related to ERISA matters and impairment of security interests in collateral or invalidity of guarantees or security documents. Upon a default under the Initial Centre Lane Facility, the Company’s senior secured lenders would have had the right to accelerate the then-outstanding amounts under such facility and to exercise their rights and remedies to collect such amounts, which would include foreclosing on collateral constituting substantially all of the Company’s assets and those of its subsidiaries. During the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment in an effort to reduce the Company’s outstanding term debt. As an initial step in this plan, the Company filed a certificate of dissolution and dissolved its wholly owned inactive subsidiary, Braden Construction Services, Inc., on September 5, 2017. As a result of this dissolution, the Company was in violation of one of its covenants under the Initial Centre Lane Facility as of December 31, 2017. On January 9, 2018, the Company entered into a second limited waiver and third amendment to the Initial Centre Lane Facility, which waived the event of default caused by the dissolution and extended the first required date for the Company to satisfy the total leverage and fixed charge coverage ratios to March 31, 2019. On March 30, 2018, the Company entered into a third limited waiver to the Initial Centre Lane Facility, which extended the delivery date of the Annual Report on Form 10-K for the year ended December 31, 2017, and the time period for the required payment of the $0.3 million net cash proceeds from the sale of the office building in Heerlen, Netherlands, which was sold in March 2018, until May 31, 2018. On April 13, 2018, the Company entered into a fourth amendment to the Initial Centre Lane Facility, which: · Extended the first required date for the Company to satisfy the total leverage and fixed charge coverage ratios to September 30, 2019. · Waived the requirement under the Initial Centre Lane Facility to prepay $3.7 million of certain future cash receipts and any event of default that would otherwise result from failure to pay such amounts (including the $0.3 million net cash proceeds from the sale of the Heerlen office building and $2.1 million cash proceeds from the sale of pre-petition receivables due from Westinghouse Electric Company LLC, which filed for bankruptcy in March 2017). · Provided a $3.0 million incremental loan commitment that could have been drawn upon in minimum increments of $1.0 million, and, if utilized, bore interest at the greater of LIBOR plus 19% or 50%. · Assessed a 1% unused line fee on the incremental loan commitment. · Required a payment of a $0.5 million exit fee, due and payable on May 31, 2019. · Required a mandatory prepayment of all the obligations due and payable under the Initial Centre Lane Facility on the earlier of (i) May 31, 2019, (ii) the date Williams Industrial Services Group, LLC and its subsidiaries are sold or (iii) the date of acceleration of the loans pursuant to an additional event of default. On July 11, 2018, the Company entered into the fifth amendment to the Initial Centre Lane Facility, which: · Waived the event of default and other bankruptcy events of default (as defined in the Initial Centre Lane Facility) that would otherwise have resulted from Koontz-Wagner filing for bankruptcy protection under Chapter 7 of the Bankruptcy Code. · Extended the required prepayment of all outstanding amounts due and payable to the earlier of April 1, 2020 or the date of acceleration of loans pursuant to an additional event of default. · Extended the first required date for the Company to satisfy the total leverage and fixed charge coverage ratios to June 30, 2020. · Assessed a $4.0 million amendment fee, which was capitalized and added to the outstanding principal balance of the term loan and was to be due and payable on April 1, 2020. Letters of Credit and Bonds In line with industry practice, the Company is often required to provide letters of credit and payment and performance surety bonds to customers. These letters of credit and bonds provide credit support and security for the customer if the Company fails to perform its obligations under the applicable contract with such customer. The MidCap Facility allows for up to $6.0 million of non-cash collateralized letters of credit at 6.0% interest, of which the Company had $2.7 million outstanding as of December 31, 2018. There were no amounts drawn upon these letters of credit. The interest rate on letters of credit issued under the Revolving Credit Facility letter of credit sublimit was 8.5% per annum at the time the Company refinanced its debt in mid-June 2017. To the extent that a letter of credit had an expiration date beyond the original Revolving Credit Facility maturity date of February 21, 2017, cash collateral of an amount equal to 105% of the face amount of such letter of credit was provided as security for all reimbursement and other letter of credit obligations. As of December 31, 2017, the Company’s outstanding standby letters of credit issued under the Revolving Credit Facility were $9.0 million. As of December 31, 2017, the Company provided cash collateral of $9.5 million for letters of credit with expiry dates beyond the Revolving Credit Facility’s original maturity date. In addition, as of December 31, 2018 and 2017, the Company had outstanding payment and performance surety bonds of $51.1 million and $32.5 million, respectively. Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt facilities using the effective yield method. The following table summarizes the amortization of deferred financing costs related to the Company's debt facilities and recognized in interest expense on the consolidated statements of operations: December 31, (in thousands) 2018 2017 Initial Centre Lane Facility* $ 1,460 $ 5,589 New Centre Lane Facility 111 — MidCap Facility 52 — Revolving Credit Facility — 35 Total $ 1,623 $ 5,624 * 2018 includes accelerated amortization of deferred financing costs of $0.6 million associated with the fourth amendment to the Initial Centre Lane Facility entered into in April 2018. The following table summarizes unamortized deferred financing costs on the Company's consolidated balance sheets: December 31, (in thousands) Location 2018 2017 Initial Centre Lane Facility Long-term debt, net $ — $ 885 New Centre Lane Facility Long-term debt, net 1,409 — MidCap Facility Other long-term assets 654 — Total $ 2,063 $ 885 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 11—EARNINGS PER SHARE As of December 31, 2018, the Company’s 18,660,218 shares outstanding included 193,589 shares of contingently issued but unvested restricted stock. As of December 31, 2017, the Company’s 17,946,386 shares outstanding included 15,279 shares of contingently issued but unvested restricted stock. Restricted stock is excluded from the calculation of basic weighted average shares outstanding, but its impact, if dilutive, is included in the calculation of diluted weighted average shares outstanding. Basic earnings per common share are calculated by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per common share are based on the weighted average common shares outstanding during the period, adjusted for the potential dilutive effect of common shares that would be issued upon the vesting and release of restricted stock awards and units. Basic and diluted loss per common share from continuing operations were calculated as follows: Year Ended December 31, (in thousands, except per share data) 2018 2017 Loss from continuing operations $ (13,790) $ (30,019) Basic loss per common share: Weighted average common shares outstanding 18,207,661 17,657,372 Basic loss per common share $ (0.76) $ (1.70) Diluted loss per common share: Weighted average common shares outstanding 18,207,661 17,657,372 Diluted effect: Unvested portion of restricted stock units and awards — — Weighted average diluted common shares outstanding 18,207,661 17,657,372 Diluted loss per common share $ (0.76) $ (1.70) The weighted-average number of shares outstanding used in the computation of basic and diluted earnings per share does not include the effect of the following potential outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted earnings per share because the effect would have been anti-dilutive: Year Ended December 31, 2018 2017 Unvested service-based restricted stock awards 1,515 35,403 Unvested performance- and market-based restricted stock awards 620,457 404,515 Stock options 122,000 122,000 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 12 Months Ended |
Dec. 31, 2018 | |
STOCK-BASED COMPENSATION PLANS | |
STOCK-BASED COMPENSATION PLANS | NOTE 12—STOCK‑BASED COMPENSATION Description of the Plans The Company has two equity incentive plans: the 2011 Equity Incentive Plan (the “2011 Plan”) and the 2015 Equity Incentive Plan (the “2015 Plan”). In May 2015, the 2011 Plan terminated upon receiving shareholder approval for the 2015 Plan. The remaining authorized but unissued shares from the 2011 Plan will be available to service the outstanding awards from the 2011 Plan. The 2015 Plan allows for the issuance of up to 1,000,000 shares of stock awards to the Company’s employees and directors in the form of a variety of instruments, including stock options, restricted stock, restricted share units, stock appreciation rights and other share-based awards. The 2015 Plan also allows for cash-based awards. Generally, all participants who voluntarily terminate their employment with the Company forfeit 100% of all unvested equity awards. Persons whom are terminated without cause, or in some cases leave for good reason, are entitled to proportionate vesting. Time-based proportionate vested shares are accelerated and distributed upon their termination date. Proportionate market-based and performance-based restricted shares remain categorized as unvested pending final conclusion on the achievement of the related awards. As of December 31, 2018, the Company did not have any shares available for grant under the 2015 Plan. During 2018 and 2017, the Company granted 967,029 and 73,600 restricted stock units, respectively, to certain employees outside of the 2015 Plan. During 2017, modification of 2016 cash-based awards resulted in 67,853 units of restricted shares converting from liability to equity based awards and will be settled with treasury stock. The terms and conditions of these grants are similar in terms and conditions of those under the equity incentive plans described above. All amounts and units described below include these awards. Total stock‑based compensation expense during the years ended December 31, 2018 and 2017 was $1.2 million and $2.6 million, respectively, with no related excess tax benefit recognized. As of December 31, 2018, total unrecognized compensation expense related to all unvested restricted stock and unit awards for which terms and conditions are known totaled $1.7 million, which is expected to be recognized over a weighted average period of 2.2 years. The fair value of shares that vested during 2018 and 2017 based on the stock price at the applicable vesting date was $1.7 million and $2.2 million, respectively. The weighted average grant date fair value of the Company’s restricted stock units was $2.07 and $4.37 for the years ended December 31, 2018 and 2017, respectively. Service-Based Restricted Stock and Unit Awards: During 2018, service-based restricted stock units of 488,521 were granted to certain employees outside of the 2015 Plan. These restricted stock units generally vest over a period of three years and will be settled with treasury stock. The fair value of the restricted stock units represents the closing price of the Company’s common stock on the date of grant. These restricted stock units are accounted for as equity awards and are included in the table below. During 2018, the Company granted 238,602 service-based restricted stock awards out of treasury stock to its four non-employee directors with a vesting period of four years. Because the Company had not granted restricted stock awards to its directors since 2015, a portion of the total awards vested on the grant date. In addition, due to the resignation of six non-employee members of the Company’s Board of Directors, on April 11, 2018, a total of 4,545 shares of previously granted restricted stock awards vested. During 2017, service-based restricted stock units totaling 295,376 were granted to employees at a grant date fair value of $4.30 per share and have the potential to be settled in cash or other assets if the Company’s shareholders do not approve additional shares under the 2015 Plan. These awards have the same terms and conditions as the service-based restricted stock units discussed above. During 2016, the Company granted service-based restricted unit awards which had an initial cash value of $1.7 million, until they were converted into a right to receive shares as a result of filing the Annual Report on Form 10-K for the year ended December 31, 2015. In the second quarter of 2017, the initial cash value of these awards was converted into 372,182 restricted stock units at a fair value of $4.40 per share. A majority of these service-based awards, 304,329 units, also have the potential to be settled in cash or other assets, if the Company’s shareholders do not approve additional shares under its 2015 Plan. Therefore, both of these grants are accounted for as liability awards and the fair value is re-measured each reporting period. As of December 31, 2017, the Company had a $0.7 million liability related to these units, which was included in other long-term liabilities on the consolidated balance sheet. The remaining 67,853 units were granted to certain employees outside of the 2015 Plan and were considered to be modified on the date of conversion, which resulted in accounting for these awards under the equity method. The modification of these awards had an immaterial impact on the Company’s stock compensation expense for the year ended December 31, 2017. During 2018 and 2017, certain service-based restricted stock units (the “modified service awards”) that were previously accounted for as liabilities totaling 210,668 and 120,655, respectively, vested. These awards were modified and settled, partially, with shares from the 2015 Plan and the remaining out of the Company’s treasury stock, which resulted in accounting for these awards under the equity method. The fair value of the modified service awards was based on the closing price of the Company’s stock on the modification date. The modification of these awards resulted in a $0.3 million reduction in stock compensation expense for the year ended December 31, 2018. The modification of these awards had an immaterial impact on the Company’s stock compensation expense for the year ended December 31, 2017. Information for service-based restricted stock and units, excluding those accounted for as liability awards, is as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2017 91,971 $ 6.89 Granted 757,123 2.61 Vested (411,567) 4.37 Modified 210,668 4.30 Forfeited (13,441) 2.85 Unvested restricted stock at December 31, 2018 634,754 $ 2.65 Market-Based Restricted Stock Unit Awards: During 2018, market-based restricted stock units of 478,508 were granted to certain employees outside of the 2015 Plan and will be settled with treasury stock. The 2018 units contain a market condition based on a stock price goal. The stock price goal will be met if the Company’s common stock price per share equals or exceeds $5.00 for any period of 30 consecutive trading days during a three-year period ending on March 31, 2021. These restricted stock units will vest ratably over a period of three years if the stock price goal is met on or before March 31, 2019. However, if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020, the restricted stock units will vest in three installments, with one-third vesting on the date the stock price goal is met, one-third vesting on March 31, 2020 and one-third vesting on March 31, 2021. Further, if the stock price goal is achieved after March 31, 2020 and on or prior to March 31, 2021, the restricted stock units will vest in two installments, with two-thirds vesting on the date the stock price goal is met and one-third vesting on March 31, 2021. If the stock price goal is met after March 31, 2021 and during the three-year implied service period, the restricted stock units will vest in full on the date that the stock price goal is met. The fair value of the market-based restricted stock units is estimated using the Monte Carlo simulation model. During 2017, market-based restricted stock units of 27,000 were granted to certain employees outside of the 2015 Plan and will be settled in common stock. Therefore, these restricted stock units are accounted for as equity awards. The 2017 market-based restricted stock units contain market conditions based on either a two-year relative total shareholder return goal or a stock price goal. These restricted stock units will vest at the end of the two-year relative total shareholder return derived service period. However, if the relative total shareholder return goal is not met, then the restricted stock units will vest on the later of the last day of the implied service period or the date that the stock price is achieved. The share price goal will be met if the Company’s common stock price per share equals or exceeds $6.00 for any period of 30 consecutive trading days during the three-year period ending on March 31, 2020. The fair value of the market-based restricted stock units is estimated using the Monte Carlo simulation model. In addition, during 2017, market-based restricted stock units totaling 332,469 were awarded to employees at a grant date fair value of $4.67 per share and have the same terms and conditions as the market-based restricted stock units discussed above. These awards have the potential to be settled in cash or other assets if the Company’s shareholders do not approve additional shares under the 2015 Plan. Therefore, these grants are accounted for as liability awards and the fair value is re-measured each reporting period using a Monte Carlo simulation valuation model. As of December 31, 2017, the Company had a $0.2 million liability related to these units which was included in other long-term liabilities on the consolidated balance sheet. During 2018 and 2017, certain market-based restricted stock units (the “modified market awards”) that were previously accounted for as liabilities totaling 66,335 and 11,502, respectively, vested. These awards were modified and settled, partially, with shares from the 2015 Plan and the remaining out of the Company’s treasury stock, which resulted in accounting for these awards under the equity method. The fair value of the modified service awards was based on the closing price of the Company’s stock on the modification date. The modification of these awards resulted in a $0.1 million reduction in stock compensation expense for the year ended December 31, 2018. The modification of these awards had an immaterial impact on the Company’s stock compensation expense for the year ended December 31, 2017. Information for market-based restricted stock units, excluding those accounted for as liability awards, is as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2017 404,304 $ 3.34 Granted 478,508 1.21 Vested (322,751) 4.67 Modified 66,335 4.67 Forfeited (5,939) 2.91 Unvested restricted stock at December 31, 2018 620,457 $ 1.72 The Company estimates the fair value of its market‑based restricted stock unit awards on the date of grant using a Monte Carlo simulation valuation model. This pricing model uses multiple simulations to evaluate the likelihood of achieving the market conditions set forth in the award agreements. Expense is only recorded for the number of market‑based restricted stock unit awards granted. The assumptions used to estimate the fair value of market‑based restricted stock unit awards granted during 2018 and accounted for under the equity method were as follows: Expected term (years) Expected volatility 35.1 % Expected dividend yield % Risk-free interest rate 2.67 % Weighted-average grant date fair value $ 1.27 Performance-based awards: The Company had 211 unvested performance-based restricted stock units, with a weighted average grant date fair value of $13.20, outstanding as of December 31, 2017. During 2018, these awards were forfeited. No performance-based restricted stock units were granted in 2018 and 2017. Cash-based awards: During 2017, cash-based awards totaling $0.9 million were awarded to employees. The cash-based awards granted to employees generally vest over a period of two years and are accounted for as liability awards. As of December 31, 2018, the Company had a $0.2 liability related to this award which was included in other current liabilities on the consolidated balance sheet. No cash-based awards were granted in 2018. Stock Options: During 2015, the Company granted a stock option to purchase 122,000 shares of its common stock to its former chief executive officer at an exercise price of $13.85 per share. The option provides for immediate vesting of 32,000 shares, with the remaining 90,000 vesting ratable over a ten month period beginning in June 2015 and has a five year term. This is the only stock option grant the Company has made to date. The following table summarizes stock option activity for the year ended December 31, 2018: Weighted-Average Weighted-Average Options Exercise Price Remaining Contract Term Outstanding at December 31, 2017 122,000 $ 13.85 Outstanding at December 31, 2018 122,000 $ 13.85 2.625 years Exercisable at December 31, 2018 122,000 $ 13.85 2.625 years The weighted average fair value of the stock option on the date of the grant was $2.58. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. The exercise price of the options is based on the fair market value of the common shares on the date of grant. Cash flows resulting from excess tax benefits are classified as part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for vested restricted stock and unit awards, and exercised options in excess of the deferred tax asset attributable to stock compensation costs for such equity awards. The company realized no excess tax benefits for the years ended December 31, 2018 and 2017 due to the use of NOL carryforwards. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2018 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 13—EMPLOYEE BENEFIT PLANS Defined Contribution Plan: The Company maintains a 401(k) plan covering substantially all of its U.S. employees. Expense for the Company’s 401(k) plan during the years ended December 31, 2018 and 2017 was $0.6 million and $0.7 million, respectively. Multiemployer Pension Plans: During 2018, the Company contributed to approximately 55 multiemployer pension plans throughout the U.S. and, historically, it has contributed to over 150 union sponsored multiemployer pension plans throughout the U.S. under the terms of collective‑bargaining agreements that cover the Company’s union‑represented employees. The risks of participating in these multiemployer pension plans are different from single‑ employer pension plans primarily in the following aspects: 1. Assets contributed to the multiemployer pension plan by one employer may be used to provide benefits to employees of other participating employers. 2. If a participating employer stops contributing to the multiemployer pension plan, the unfunded obligations of the multiemployer pension plan may be borne by the remaining participating employers. 3. If the Company chooses to stop participating in some of its multiemployer pension plans, it may be required to pay those plans an amount based on the underfunded status of the multiemployer pension plan, referred to as a withdrawal liability. The Company’s participation in these multiemployer pension plans during the year ended December 31, 2018 is outlined in the following table. All information in the tables is as of December 31, of the relevant year, or 2018, unless otherwise stated. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three‑digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available during 2018 and 2017 is for the plans’ fiscal year‑end as of 2018 and 2017, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80 percent funded. If a plan is critical and declining, the plan sponsor may file an application with the Secretary of the Treasury requesting a temporary or permanent reduction of benefits to keep the plan from running out of money. If a fund is in critical status, adjustable benefits may be reduced and no lump sum distributions in excess of $5,000 can be made. Plans that are in critical and endangered status are required to adopt a plan aimed at restoring the financial health of the benefit plan. The “Rehab Plan Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration date of the collective‑bargaining agreement to which the plans are subject. Certain plans have been aggregated in the “All Others” line in the following table, as the contributions to each of these individual plans are not material. Expiration Pension ($ in thousands) Date of Protection Act Rehab Plan status Contributions by Collective EIN/Pension Zone Status Pending/ the Company Surcharge Bargaining Pension Fund Plan Number 2018 2017 Implemented 2018 2017 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Critical Endangered FIP 09/16/2010 2,117 Multiple Agreements 1, 5 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green 105 Multiple Agreements 5 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehab Plan 03/25/08 65 Multiple Agreements 5 Empire State Carpenters Pension Plan 11-1991772 001 Green Green 15 3 08/17/17 - Automatic Renewal 1 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 04/30/22 10 IBEW Local 1579 Pension Plan 58-1254974 001 Seriously Endangered Green 123 Varies through 07/31/20 2 Insulators Local No. 96 Pension Plan 58-6110889 002 Endangered Endangered FIP 01/01/11 Varies through 07/31/20 2 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green 11/30/17 - Automatic Renewal 3 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Endangered FIP 04/02/09 2,061 Multiple Agreements 5 Laborers National Pension Fund 75-1280827 001 Critical Green 111 Multiple Agreements 5 National Asbestos Workers Pension Plan 52-6038497 001 Critical Critical Rehab Plan 09/30/10 Multiple Agreements 5 National Electrical Benefits Fund 53-0181657 001 Green Green 203 Multiple Agreements 5 Northwest Sheet Metal Workers Pension Trust 91-6061344 001 Green Green 11/01/17 - Automatic Renewal 4 Plumbers & Pipefitters National Pension Fund 52-6152779 001 Endangered Endangered FIP 04/2010 244 Multiple Agreements 5 Plumbers & Steamfitters Local No. 150 Pension Fund 58-6116699 001 Green Green 11 Varies through 07/31/20 2 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green Green 11/30/17 - Automatic Renewal 3 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256 001 Green Green 11/30/17 - Automatic Renewal 3 Sheet Metal Workers' National Pension Fund 52-6112463 001 Endangered Endangered FIP 03/01/14 354 Multiple Agreements 5 Southern Ironworkers Pension Plan 59-6227091 001 Green Green 111 Varies through 07/31/20 2 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Endangered Rehab Plan 2011 11/30/17 - Automatic Renewal 3 Pipe Trades Services of MN Pension Plan 41-6131800 001 Green Green 4 08/01/17 - Automatic Renewal 8 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green Green 11/01/17 - Automatic Renewal 4 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green Green 11/01/17 - Automatic Renewal 4 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Endangered FIP 03/05/12 11/01/17 - Automatic Renewal 4 Western States Insulators and Allied Workers Pension 51-0155190 001 Green Green 11/01/17 - Automatic Renewal 4 All Others 1,134 9,233 (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for Fitzpatrick Nuclear Plant. The GPPMA Agreements are annual agreements that automatically renew each year. (2) Defined Benefit Plans for Unions employed through the Southern Company Power House Maintenance Agreement. The Southern Company PHMA expires July 31, 2020. The individual Union CBA range from 1 to 3 years in duration. (3) Defined Benefit Plans for Unions employed through the TVA PMMA and Other Agreements. The TVA Labor Agreements are annual agreements that automatically renew each year. (4) Defined Benefit Plans for Unions employed through the GPPMA agreement for Columbia Generating Station. The GPPMA Agreements are annual agreements that automatically renew each year. (5) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. (6) Defined Benefit Plan for Union employed at Con Ed sites. (7) Defined Benefit Plan for Individual working outside of plan jurisdiction. (8) The Company did not pay a surcharge for any fund last year that was in Critical Status and had not negotiated a preferred schedule. The Company does pay a surcharge/assessment on some funds under the CBA preferred schedule . Employees covered by multiemployer pension plans are hired for project‑based building and construction purposes. The Company’s participation level in these plans varies as a result. The Company believes that its responsibility for potential withdrawal liabilities associated with participating in multiemployer plans is limited because the building and construction trades exemption should apply to the substantial majority of the Company’s plan contributions. However, pursuant to the Pension Protection Act of 2006 and other applicable laws, the Company is also exposed to other potential liabilities associated with plans that are underfunded. As of December 31, 2018, the Company 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, the Company could be responsible for potential surcharges, excise taxes and/or additional contributions related to these plans. 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 the Company’s potential withdrawal liability, if applicable. The Company continues to actively monitor, assess and take steps to limit its potential exposure to any surcharges, excise taxes, additional contributions and/or withdrawal liabilities. However, the Company cannot, at this time, estimate the full amount, or even the range, of this potential exposure. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 14—COMMITMENTS AND CONTINGENCIES Litigation and Claims: The Company is from time to time party to various lawsuits, claims and other proceedings that arise in the ordinary course of its business. With respect to all such lawsuits, claims and proceedings, the Company records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe that the resolution of any currently pending lawsuits, claims and proceedings, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations or liquidity. However, the outcomes of any currently pending lawsuits, claims and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case. A putative shareholder class action, captioned Budde v. Global Power Equipment Group Inc., was filed in the U.S. District Court for the Northern District of Texas naming the Company and certain former officers as defendants. This action and another action were filed on May 13, 2015 and June 23, 2015, respectively, and on July 29, 2015, the court consolidated the two actions and appointed a lead plaintiff. On May 1, 2017, the lead plaintiff filed a second consolidated amended complaint that named the Company and three of its former officers as defendants. It alleged violations of the federal securities laws arising out of matters related to the Company’s restatement of certain financial periods and claims that the defendants made material misrepresentations and omissions of material fact in certain public disclosures during the putative class period in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5, as promulgated thereunder. The claims were filed on behalf of a putative class of persons who acquired the Company’s stock between September 7, 2011 and May 6, 2015, and sought monetary damages of “more than $200 million” on behalf of the putative class and an award of costs and expenses, including attorneys’ fees and experts’ fees. On June 26, 2017, the Company and the individual defendants filed a motion to dismiss the complaint. After full briefing, on December 27, 2017, the court issued a memorandum opinion and order granting the motion to dismiss and allowing the plaintiffs until January 15, 2018 to file an amended complaint. The court found that, with respect to each of the defendants, plaintiffs failed to plead facts supporting a strong inference of scienter, or the required intent to deceive, manipulate or defraud, or act with severe recklessness. On January 15, 2018, the plaintiffs filed their third amended complaint, and in response the Company filed a renewed motion to dismiss. After full briefing and oral argument, on September 11, 2018, the court dismissed with prejudice the third amended complaint. The court found that, even with plaintiffs’ amended allegations, plaintiffs failed to plead facts supporting a strong inference of scienter. Also on September 11, 2018, plaintiffs filed a notice of appeal to the United States Court of Appeals for the Fifth Circuit. Plaintiffs’ appeal is briefed and currently pending before that court. Litigation is subject to many uncertainties, and the outcome of this action is not predictable with assurance. At this time, the Company is unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, or any potential effect such may have on the Company or its business or operations. The Division of Enforcement of the SEC conducted a formal investigation into possible securities law violations by the Company relating to disclosures it made concerning certain financial information, including its cost of sales and revenue recognition, as well as related accounting issues. The Company cooperated with the SEC in its investigation, including through the production of documents to, and the sharing of information with, the SEC Enforcement Staff. On March 8, 2018, the SEC Enforcement Staff informed the Company’s outside counsel, Cahill Gordon & Reindel LLP, that the SEC Enforcement Staff had concluded their investigation and, based on the information available to them as of the date of their letter, the SEC Enforcement Staff do not intend to recommend an enforcement action by the Securities and Exchange Commission against the Company. A former operating unit of the Company has been named as a defendant in a limited number of asbestos personal injury lawsuits. Neither the Company nor its predecessors ever mined, manufactured, produced or distributed asbestos fiber, the material that allegedly caused the injury underlying these actions. In 2006, the Company filed a petition for bankruptcy under Chapter 11 of the Bankruptcy Code. The bankruptcy court’s discharge order issued upon the Company’s emergence from bankruptcy in January 2008 extinguished the claims made by all plaintiffs who had filed asbestos claims against it before that time. The Company believes the bankruptcy court’s discharge order should serve as a bar against any later claim filed against it, including any of its subsidiaries, based on alleged injury from asbestos at any time before emergence from bankruptcy. In any event, in all of the asbestos cases finalized post-bankruptcy, the Company has been successful in having such cases dismissed without liability. Moreover, during 2012, the Company secured insurance coverage that will help to reimburse the defense costs and potential indemnity obligations of its former operating unit relating to these claims. The Company intends to vigorously defend all currently active actions, all without liability, and it does not anticipate that any of these actions will have a material adverse effect on its financial position, results of operations or liquidity. However, the outcomes of any legal action cannot be predicted and, therefore, there can be no assurance that this will be the case. Contingency: During 2014, the Company entered into an agreement with a partner in connection with a power plant equipment installation project. The agreement contained certain performance liquidated damage clauses in favor of the customer. While the Company believed its performance in the project met its direct contractual obligations, it nonetheless had joint and several liability for other aspects of the overall project performance. As of March 15, 2017, the date the Company filed the Annual Report on Form 10-K for the year ended December 31, 2015, the required performance tests had not been performed and the Company’s assessment at that time was that it was probable that the product (which was supplied by the partner) would fail those tests. As such, the Company estimated the potential liability arising from the contractual performance provisions would be in the range of $4.9 to $31.3 million. The maximum liability under the terms of the agreement was $33.0 million, less $1.7 million in liquidated damages already incurred. The minimum liability per the agreement was 20 percent of the total contract value, less $1.7 million in liquidated damages already incurred. Due to the joint and several liability provisions of the agreement and significant concerns about the partner’s ability and willingness to pay the performance liquidated damages, if any, to the customer, the Company accrued $4.4 million as of December 31, 2015, which represented the minimum of the range, less $0.5 million for which the customer had withheld payment to the Company’s partner. The Company’s estimate regarding this matter remained unchanged until October 16, 2017, when the Company received a Notice of Substantial Completion, which stated that the joint venture met the contractual performance criteria. Therefore, as of December 31, 2017, the Company concluded that no performance liquidated damages would be incurred and, accordingly, $4.4 million was recognized and included in revenue in the 2017 consolidated statement of operations. In an effort to provide uninterrupted customer service, the Company has from time to time performed additional work under contracts without first obtaining the requisite customer approvals for change orders per the contract terms. In the event the customer subsequently disputes the change orders, they become claims under GAAP with strict criteria which must be met prior to recognizing revenue. Therefore, the Company defers recognizing revenue related to unsigned disputed change orders until the dispute is resolved. Since GAAP requires the Company to recognize the cost of performing the work covered by the change orders at the time of incurrence, to the extent the Company is able to resolve the disputes and recognize revenue in a future period, that revenue will have a 100% gross margin associated with it in that future period. As of December 31, 2017, the Company had deferred recognizing revenue on $22.9 million of unsigned, disputed change orders. Subsequent to year end, the Company completed its negotiations related to the unsigned change orders and $2.8 million was recognized and included in revenue in the 2017 consolidated statement of operations. Leases: The Company leases equipment and facilities, which are non-cancellable and expire at various dates. Total rental expense for all operating leases during the years ended December 31, 2018 and 2017 was $5.6 million and $6.8 million, respectively. Future minimum annual lease payments under these non-cancellable operating leases as of December 31, 2018 are as follows: December 31, (in thousands) 2019 $ 1,060 2020 653 2021 631 2022 581 2023 130 Thereafter — Total $ 3,055 None of the leases include contingent rental provisions. The Company’s annual lease expense differs from its future minimum rental payments as a result of month to month equipment leases to support the Company’s operations. Insurance: Certain of the Company’s subsidiaries are self‑insured for health, general liability and workers’ compensation up to certain policy limits. Insurance expense was $2.1 million and $1.9 million for the years ended December 31, 2018 and 2017, respectively, and includes insurance premiums related to the excess claim coverage and claims incurred for continuing operations. The reserves as of December 31, 2018 and 2017 consist of estimated amounts unpaid for reported and unreported claims incurred. The accrual for the Company’s self-insured health risk retention as of December 31, 2018 and 2017 was $0.4 million and $0.6 million, respectively. The Company provided $1.1 million in letters of credit for each of the years ended December 31, 2018 and 2017, respectively, as security for possible workers’ compensation claims. Executive Severance: At December 31, 2018, the Company had outstanding severance arrangements with officers and senior management. The Company’s maximum commitment under all such arrangements, which would apply if the employees covered by these arrangements were each terminated without cause, was $2.5 million at December 31, 2018. |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2018 | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | NOTE 15—MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK The Company has certain customers that represent more than 10 percent of its consolidated accounts receivable. The balance for these customers as a percentage of the consolidated accounts receivable is as follows: December 31, Customer 2018 2017 Southern Nuclear Operating Company Tennessee Valley Authority * Energy Northwest * WECTEC Global Project Services * *Less than 10% The Company has certain customers that represent more than 10 percent of consolidated revenue. The revenue for these customers as a percentage of the consolidated revenue is as follows: Year Ended December 31, Customer 2018 2017 Southern Nuclear Operating Company Tennessee Valley Authority Richmond County Constructors * Energy Northwest * All others Total *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
OTHER SUPPLEMENTAL INFORMATION | |
OTHER SUPPLEMENTAL INFORMATION | NOTE 16—OTHER SUPPLEMENTAL INFORMATION Other current liabilities consist of the following: December 31, (in thousands) 2018 2017 Accrued workers compensation $ 699 $ 878 Accrued job cost 1,385 1,221 Accrued legal and professional fees 691 893 Accrued commercial insurance — 1,240 Restructuring reserve 367 — Other accrued expenses 2,376 1,320 Total $ 5,518 $ 5,552 |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2018 | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 17—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) A summary of the quarterly operating results during 2018 and 2017 follows: (in thousands, except per share data) First Second Third Fourth 2018 Year Ended December 31, 2018 Quarter Quarter Quarter Quarter Total Revenue $ 43,121 $ 47,975 $ 53,467 $ 44,355 $ 188,918 Gross profit 6,450 6,747 10,212 5,332 28,741 Loss from continuing operations (2,238) (6,024) (2,840) (2,688) (13,790) Loss per common share from continuing operations: Basic $ (0.12) $ (0.33) $ (0.16) $ (0.15) $ (0.76) Diluted $ (0.12) $ (0.33) $ (0.16) $ (0.15) $ (0.76) (in thousands, except per share data) First Second Third Fourth 2017 Year Ended December 31, 2017 Quarter Quarter Quarter Quarter Total Revenue $ 45,632 $ 57,981 $ 39,040 $ 44,329 $ 186,982 Gross profit (1,555) 6,754 4,760 7,967 17,926 Loss from continuing operations (11,625) (5,430) (9,786) (3,178) (30,019) Loss per common share from continuing operations: Basic $ (0.67) $ (0.31) $ (0.55) $ (0.18) $ (1.70) Diluted $ (0.67) $ (0.31) $ (0.55) $ (0.18) $ (1.70) During the preparation of the Annual Report on Form 10-K for the year ended December 31, 2017, the Company discovered that it had received during the fourth quarter of 2017 the requisite documentation to justify the reversal of the $4.4 million liquidated damages reserve discussed in “Note 14—Commitments and Contingencies”. Although the documentation was received during the fourth quarter, the Form 10-Q for the quarter ended March 31, 2017 had not been completed and filed with the SEC as of the date the documentation was received. Therefore, the release of the reserve to revenue should have been reflected in the Form 10-Q for the first quarter of 2017, but was not. The Company has evaluated the quantitative and qualitative impact of that error and concluded the amount is immaterial. The first quarter results presented above reflect the correction of the error. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 18—SUBSEQUENT EVENTS On January 22, 2019, the Company granted 32,653 service-based restricted stock awards out of treasury stock to each of its four non-employee directors, which vest in four equal annual installments on January 22 of each of 2020, 2021, 2022 and 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation and Joint Ventures | Principles of Consolidation and Joint Ventures: The consolidated financial statements include the accounts of Williams Industrial Services Group, Inc. and its wholly owned subsidiaries. At times, the Company may form joint ventures with unrelated third parties for the execution of a project. For investments in joint ventures not requiring full consolidation, the Company uses the equity method of accounting. The Company does not have any investment in a joint venture in which it is considered to be the primary beneficiary where full consolidation is required. In 2017, the Company formed a limited liability company (“LLC”) with an unrelated third party for the execution of a nuclear plant construction project. The Company has a 25 percent participation interest in this LLC, with distribution of expected gains and losses being proportionate to its participation interest. Although the LLC holds the construction contract with the client, the services required by the contract are performed by either the LLC, the Company or the other member of the LLC, or by other subcontractors under subcontracting agreements with the LLC. The Company accounts for its investment in this LLC using the equity method. The Company’s investment in this LLC was $0.8 million and $0.2 million as of December 31, 2018 and 2017, respectively, and was included in other long-term assets on the consolidated balance sheets. Accounts receivable related to work performed for the Company’s unconsolidated investment in the LLC, included in accounts receivable, net, on the consolidated balance sheets, was $2.1 million and $2.2 million as of December 31, 2018 and 2017, respectively. All intercompany accounts and transactions have been eliminated in consolidation. |
Discontinued Operations | Discontinued Operations: During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment. Additionally, during the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment, which the Company completed in the fourth quarter of 2017. These decisions were made in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit these segments met the definition of a discontinued operation. As a result, these segments, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, have been presented as discontinued operations for all periods presented. In spite of our efforts, which included retaining financial advisors to sell all or part of Koontz-Wagner Custom Controls Holdings LLC’s (“Koontz-Wagner”) operations, inside or outside of a federal bankruptcy or state court proceeding (including Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”)), the proposed disposition did not progress as planned due, primarily, to the absence of viable bids in the sale process, the inability of Koontz-Wagner to fund its ongoing operations or obtain financing to do so, and Koontz-Wagner’s deteriorating financial performance. As a result, on July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. Unless otherwise specified, the financial information presented in the accompanying financial statements and following notes relates to the Company’s continuing operations; it excludes any results of its discontinued operations. Please refer to “Note 4—Changes in Business” for financial information on the Company’s discontinued operations. |
Segment and Geographic Information | Segment and Geographic Information : The Company determines its reportable segments in accordance with Accounting Standards Codification (“ASC”) 280—Segment Reporting. The Company’s operating segments engage in business activities from which it may earn revenues and incur expenses and for which discrete information is available. Operating results for the operating segments are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess performance. Operating segments are aggregated for reporting purposes when the operating segments are identified as similar in accordance with the basic principles and aggregation criteria in the accounting standards. The Company’s reporting segments are based primarily on product lines. The reporting segments have different lines of management responsibility as each business requires different marketing strategies and management expertise. Prior to the Company’s decision to exit and sell its Mechanical Solutions and Electrical Solutions segments, the Company had three reportable segments: Services, Electrical Solutions and Mechanical Solutions. Corporate includes expenses related to the Company’s corporate headquarters and interest expense related to its long-term debt. The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2018 and 2017, the Company earned 100% of its revenue in the U.S. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could vary materially from those estimates. |
Revenue Recognition | Revenue Recognition: The Company provides construction, maintenance and support services to customers in energy, power and industrial end markets. The Company’s services, which are provided through long-term maintenance or discrete project agreements, are designed to improve or sustain its customers’ operating efficiencies and extend the useful lives of their process equipment. The contracts are awarded on a competitively bid and negotiated basis with the majority structured as cost-plus arrangements and the remainder as lump-sum. The Company’s contracts generally include a single performance obligation for which revenue is recognized over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. For cost-plus contracts, the Company recognizes revenue when services are performed and contractually billable based upon the hours incurred and agreed-upon hourly rates. Revenue on fixed-price contracts is recognized and invoiced over time using the cost-to-cost percentage-of-completion method. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company does not adjust the price of the contract for the effects of a significant financing component. Change orders are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The Company believes these methods of revenue recognition most accurately reflect the economics of the transactions with its customers. The Company’s contracts may include several types of variable consideration, including change orders, rate true-up provisions, retainage, claims, incentives, penalties and liquidated damages. The Company estimates the amount of revenue to be recognized on variable consideration using estimation methods that best predict the amount of consideration to which the Company expects to be entitled. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. In circumstances where the Company cannot reasonably determine the outcome of a contract, it recognizes revenue over time as the work is performed, but only to the extent of recoverable costs incurred (i.e. zero margin). A loss provision is recorded for the amount of any estimated unrecoverable costs in excess of total estimated revenue on a contract as soon as the Company becomes aware. The Company generally provides a limited warranty for a term of two years or less following completion of services performed under its contracts. Historically, warranty claims have not resulted in material costs incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and on deposit with initial maturities of three months or less. As of December 31, 2018, the operating cash balance of $4.5 million was held in U.S. bank accounts. |
Restricted Cash | Restricted Cash: Restricted cash as of December 31, 2018 consisted of $0.5 million held in escrow for certain indemnities as claims on a divested subsidiary. As of December 31, 2017, restricted cash consisted of $9.7 million that served as collateral for letters of credit and credit card obligations and $1.9 million held in escrow for certain indemnities and claims. |
Accounts Receivable | Accounts Receivable: Accounts receivable is reported net of allowance for doubtful accounts and discounts. The allowance is based on numerous factors including but not limited to (i) current market conditions, (ii) review of specific customer economics and (iii) other estimates based on the judgment of management. Account balances are charged off against the allowance after all reasonable means of collection have been pursued and the potential for recovery is considered remote. The Company does not generally charge interest on outstanding amounts. Accounts receivable as of December 31, 2017 included amounts related to subcontracts with Westinghouse Electric Company, LLC (“Westinghouse”) for two nuclear power plant projects. On March 29, 2017, Westinghouse filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court, Southern District of New York. The Company was due $8.7 million for pre-petition services rendered to Westinghouse on the two projects. In November 2017, pursuant to agreements with the owners of both projects, the Company received a partial payment of $6.4 million for pre-petition services. As of December 31, 2017, the Company had a $0.2 million reserve against its receivable from Westinghouse, resulting in a net outstanding balance of $2.1 million for pre-petition services. The Company has filed mechanic’s liens in Georgia against the property of the owners of the project for the remainder of the amount due for pre-petition services rendered to Westinghouse. On July 31, 2017, one of the projects was cancelled by the owner of the project, and the Company demobilized from the site. The Company continues to provide services to the remaining project site at the request of the owner of the project. The amounts for post-petition services have been billed to the owners of the projects and, to the extent not already collected or reserved, are expected to be recoverable. In April 2018, the Company entered into an agreement with a third-party financial institution and sold its outstanding receivable due for pre-petition services rendered to Westinghouse on two projects for proceeds of $2.1 million. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment are stated at historical cost, less accumulated depreciation. For financial reporting purposes, depreciation is calculated using the straight‑line method over the estimated useful life of the asset. Costs of significant additions, renewals and betterments are capitalized. Maintenance and repairs are expensed when incurred. When an asset is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss on disposition is reflected in general and administrative expenses in the consolidated statements of operations. Depreciation expense related to capital equipment used in production is included in cost of revenue. |
Long-Lived Assets | 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 the asset may not be recoverable. If circumstances require a long‑lived asset held for use to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the asset exceeds expected future cash flows, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations. Assets held for sale are reported at the lower of their carrying value, less estimated costs to sell. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. The Company groups 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 Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis, as of October 1, and when events or changes in circumstances indicate the fair value of a reporting unit with goodwill and/or indefinite-lived intangible assets has been reduced below the carrying value of the net assets of the reporting unit in accordance with ASC 350–Intangibles–Goodwill and Other. The Company’s indefinite-lived intangible asset consists of the Williams trade name. The Company’s testing of goodwill for potential impairment involves the comparison of a reporting unit’s carrying value to its estimated fair value, which is determined using the income approach. Similarly, the testing of the Company’s trade name for potential impairment involves the comparison of the carrying value of the trade name to its estimated fair value, which is determined using the relief from royalty method. If the carrying value of goodwill or the trade name is deemed to be unrecoverable, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations in the period in which the impairment is determined. |
Cost of Revenue | Cost of Revenue: Cost of revenue primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs and internal transfer costs. |
Warranty Costs | Warranty Costs: Estimated costs related to warranties are accrued using the specific identification method. Estimated costs are based upon past warranty claims, sales history, the applicable contract terms and the remaining warranty periods. Warranty terms vary by contract but generally provide for a term of two years or less. The Company manages its exposure to warranty claims by having its field service and quality assurance personnel regularly monitor projects and maintain ongoing and regular communications with its customers. Historically, warranty claims have not resulted in material costs incurred, and any estimated cost for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts. |
Insurance | Insurance: The Company self‑insures a portion of its risk for health benefits and workers’ compensation. The Company maintains insurance coverage for other business risks including general liability insurance. The Company accrues for incurred but not reported claims by utilizing lag studies. |
Shipping and Handling Costs | Shipping and Handling Costs: The Company accounts for shipping and handling costs in accordance with ASC 605‑45 — Principal Agent Considerations. Amounts billed to customers in sale transactions related to shipping and handling costs are recorded as revenue. Shipping and handling costs incurred are included in cost of revenue in the consolidated statements of operations. |
Advertising Costs | Advertising Costs: The Company accounts for advertising costs in accordance with ASC 720‑35—Advertising Costs. Generally, advertising costs are immaterial and are expensed as incurred and are included in selling and marketing expense in the consolidated statements of operations. |
Stock-based Compensation Expense | Stock‑Based Compensation Expense: The Company measures and recognizes stock‑based compensation expense based on the estimated fair value of the stock award on the date of grant. Vesting of stock awards is based on certain service, performance and market conditions (or service only conditions) over a one to four year period. For all awards with graded vesting, other than awards with performance‑based vesting conditions, the Company records compensation expense for the entire award on a straight‑line basis over the requisite service period. For graded‑vesting awards with performance‑based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once performance criteria are set. For market-based awards that cliff vest, total compensation expense is recorded on a straight-line basis over the requisite performance period. The Company recognizes stock‑based compensation expense related to performance-based and market-based awards based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. Stock‑based compensation expense is primarily included in general and administrative expenses in the consolidated statements of operations. |
Income Taxes | Income Taxes: The Company accounts 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 bases. The Company measures 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. Under ASC 740—Income Taxes, the Financial Accounting Standards Board (“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 evidence, using 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 the Company does consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs. The Company establishes valuation allowances for its 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. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes 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. The Company believes that its benefits and accruals recognized are appropriate for all open audit years based on its 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. |
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) Income: The Company reports cumulative foreign currency translation adjustments as a component of accumulated other comprehensive (loss) income. The Company reclassified $6.6 million of translation loss related to the sale of foreign subsidiaries out of accumulated other comprehensive income and included it in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. No such reclassifications out of accumulated other comprehensive income were made in 2018. |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In the first quarter of 2018, the Company adopted FASB Accounting Standards Update (“ASU”) 2016-18, “Restricted Cash (a consensus of the FASB Emerging Issues Task Force).” ASU 2016-18 requires an entity to include in its cash and cash-equivalent balances in the statement of cash flows those amounts that are deemed to be restricted cash and restricted cash equivalents. The Company adopted ASU 2016-18 on a retrospective basis, and net transfers of restricted cash of $11.1 million and $2.8 million have been presented in net change in cash and cash equivalents in the consolidated statements of cash flows for the year ended December 31, 2018 and 2017, respectively. In the first quarter of 2018, the Company adopted ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 requires an entity to classify distributions received from equity method investees in the statement of cash flows using either the cumulative earnings approach or the nature of distribution approach. The Company adopted ASU 2016-15 on a retrospective basis and elected to classify distributions received from its equity method investees using the cumulative earnings approach. The adoption of ASC 2016-15 did not have an impact on the consolidated statements of cash flows for the years ended December 31, 2018 and 2017, respectively. In the first quarter of 2018, the Company adopted ASU 2014-09 (ASC Topic 606), “Revenue from Contracts with Customers,” and the related ASUs, which provided new guidance for revenue recognized from contracts with customers and replaced the previously existing revenue recognition guidance. ASU 2014-09 requires that revenue be recognized at an amount the Company is entitled to upon transferring control of goods or services to customers, as opposed to when risks and rewards transfer to a customer. The Company adopted ASC Topic 606 using the modified retrospective method, and accordingly, the new guidance was applied retrospectively to contracts that were not completed as of December 31, 2017. Results for operating periods beginning after January 1, 2018 are presented under ASC Topic 606, while comparative information for prior periods has not been restated and continues to be reported in accordance with the accounting standards in effect for those periods. The adoption of ASC Topic 606 did not result in changes to the method or timing of revenue recognized and did not have a material impact on the Company’s financial position, results of operations and cash flows as of and for the year ended December 31, 2018. There was no material difference in the Company’s results for the year ended December 31, 2018 with application of ASC Topic 606 on its contracts and what results would have been if such contracts had been reported using accounting standards previously in effect for such contracts. The Company elected to utilize the modified retrospective transition practical expedient that allowed the Company to evaluate the impact of contract modifications as of January 1, 2018 rather than evaluating the impact of the modifications at the time they occurred. There was no material impact associated with the election of this practical expedient. The Company also elected to utilize the practical expedient to recognize revenue in the amount to which it has a right to invoice for services performed when it has a right to consideration from a customer in an amount that corresponds directly with the value of its performance completed to date. Please refer to “Note 9—Revenue” for additional discussion of the Company’s revenue recognition accounting policies and expanded disclosures required by ASC Topic 606. Recently Issued Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of ASC Topic 718, “Compensation–Stock Compensation” and applies to all share-based payment transactions to nonemployees in which a grantor acquires goods and services to be used or consumed in a grantor’s own operations by issuing share-based awards. Upon adoption of ASU 2018-07, an entity should only re-measure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. ASU 2018-07 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2018-07 to have a material impact on its financial position, results of operations and cash flows. In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which gives entities the option to reclassify the tax effects stranded in accumulated other comprehensive income as a result of the enactment of comprehensive tax legislation in December 2017, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), to retained earnings. ASU 2018-02 is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2018-02 to have a material impact on its financial position, results of operations and cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases.” which, together with its related clarifying ASUs (collectively, “ASU 2016-02”), amends the existing guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than twelve months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees will classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. For leases with a term of twelve months or less, a lessee can make an accounting policy election by class of underlying asset to not recognize an asset and corresponding liability. Lessees will also be required to provide additional qualitative and quantitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasing activities. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 31, 2018. The Company will adopt ASU 2016-02 during the first quarter of 2019 using the modified retrospective method, meaning it will be applied to leases that exist or are entered into on or after January 1, 2019 without adjusting comparative periods in the financial statements. The Company is in the final stages of evaluating its existing lease portfolio and is continuing to assess the values of the right-of-use assets and lease liabilities that will be included on its balance sheet as of January 1, 2019. The Company does not expect the adoption of ASU 2016-02 to have a material impact on its results of operations, cash flows or debt covenants. |
BUSINESS AND ORGANIZATION (Tabl
BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
BUSINESS AND ORGANIZATION | |
Reporting periods and corresponding fiscal interim periods | Reporting Interim Period Fiscal Interim Period 2018 2017 Three Months Ended March 31 January 1, 2018 to April 1, 2018 January 1, 2017 to April 2, 2017 Three Months Ended June 30 April 2, 2018 to July 1, 2018 April 3, 2017 to July 2, 2017 Three Months Ended September 30 July 2, 2018 to September 30, 2018 July 3, 2017 to October 1, 2017 |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of exit costs | December 31, 2018 (in thousands) Lease Severance Total Balance, December 31, 2017 $ — $ — $ — Restructuring charges 536 5,153 5,689 Payments for restructuring (169) (2,264) (2,433) Balance, December 31, 2018 $ 367 $ 2,889 $ 3,256 |
Summary of restructuring expenses | Year Ended December 31, (in thousands) 2018 2017 Lease $ 536 $ — Severance 5,153 — Total $ 5,689 $ — |
Discontinued operations disposed of by sale | |
Schedule of Financial Information of Disposal Group | December 31, (in thousands) 2018 2017 Assets: Accounts receivable $ — $ 12,296 Inventories, net — 178 Cost and estimated earnings in excess of billings — 11,325 Other current assets — 493 Property, plant and equipment, net — 3,630 Total assets of discontinued operations* $ — $ 27,922 Liabilities: Accounts payable $ — $ 7,004 Accrued compensation and benefits 259 1,191 Billings in excess of costs and estimated earnings — 948 Accrued warranties — 1,166 Other current liabilities 381 18,493 Current liabilities of discontinued operations 640 28,802 Liability for pension obligation 2,781 — Liability for uncertain tax positions 2,407 3,110 Long-term liabilities of discontinued operations 5,188 3,110 Total liabilities of discontinued operations $ 5,828 $ 31,912 Year Ended December 31, (in thousands) 2018 2017 Revenue Electrical Solutions $ 22,259 $ 52,942 Mechanical Solutions — 52,461 Total revenue 22,259 105,403 Cost of revenue Electrical Solutions 24,613 66,232 Mechanical Solutions — 42,811 Total cost of revenue 24,613 109,043 Selling and marketing expenses 207 4,035 General and administrative expenses 2,634 14,314 Impairment expense - Electrical Solutions — 9,709 Other (38) (48) Loss from discontinued operations before income taxes (5,157) (31,650) Loss (gain) on disposal - Electrical Solutions 9,623 — Loss (gain) on disposal - Mechanical Solutions 222 (6,332) Total loss from discontinued operations before income taxes (15,002) (25,318) Income tax expense (benefit) (3,357) 1,186 Loss from discontinued operations $ (11,645) $ (26,504) |
Services | Hetsco Inc. | Disposed of by sale | |
Schedule of Financial Information of Disposal Group | Year Ended December 31, (In thousands) 2018 2017 Income (loss) before income taxes $ — $ 489 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment balances, by significant asset category | Estimated December 31, ($ in thousands) Useful Lives 2018 2017 Buildings and improvements 5 - 39 years $ 474 $ 582 Machinery and equipment 3 - 12 years 4,078 3,969 Furniture and fixtures 2 - 10 years 8,668 9,236 Construction-in-progress — 259 442 13,479 14,229 Less accumulated depreciation (13,144) (12,517) Property, plant and equipment, net $ 335 $ 1,712 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INCOME TAXES | |
Income (loss) before income taxes | Year Ended December 31, (in thousands) 2018 2017 Domestic $ (18,190) $ (35,993) Foreign — (393) Loss from continuing operations (18,190) (36,386) Loss from discontinued operations (15,002) (25,318) Loss before income tax expense (benefit) $ (33,192) $ (61,704) |
Summary of income tax expense (benefit) | Year Ended December 31, (in thousands) 2018 2017 Current: State $ (3) $ (1) Foreign (522) 404 Total current (525) 403 Deferred: Federal (7,044) (7,369) State (194) 110 Foreign 6 1,675 Total deferred (7,232) (5,584) Income tax expense (benefit) $ (7,757) $ (5,181) |
Income tax expense (benefit) allocated between continuing operations and discontinued operations | Year Ended December 31, (in thousands) 2018 2017 Continuing operations $ (4,400) $ (6,367) Discontinued operations (3,357) 1,186 Income tax expense (benefit) $ (7,757) $ (5,181) |
Schedule of effective income tax rate for continuing operations | Year Ended December 31, 2018 2017 (in thousands) Amount Percent Amount Percent Tax expense (benefit) computed at the maximum U.S. statutory rate $ (3,820) % $ (12,735) % Difference resulting from state income taxes, net of federal income tax benefits (483) % (772) 2.1 % Foreign tax rate differences — — % 138 (0.4) % Deferred tax impacts of the Tax Act — — % (5,430) 14.9 % Non-deductible business disposition costs — — % 4,266 (11.7) % Non-deductible expenses, other 136 (0.7) % 236 % Transition tax from Tax Act inclusion — — % 2,587 (7.1) % Change in net operating loss carryforward (581) 3.2 % 889 (2.4) % Change in valuation allowance (2,136) 11.7 % 7,165 (19.7) % Change in accrual for uncertain tax positions — — % (31) % Change in foreign tax credits 1,811 (10.0) % (74) 0.2 % Stock-based compensation (ASU 2016-09) — — % (2,588) 7.1 % Other, net 673 (3.7) % (18) — % Total tax expense (benefit) $ (4,400) 24.2 % $ (6,367) 17.5 % |
Components of deferred income tax assets and liabilities | December 31, (in thousands) 2018 2017 Assets: Cost in excess of identifiable net assets of business acquired $ 6,633 $ 7,534 Reserves and other accruals 4,328 5,555 Tax credit carryforwards 7,819 12,564 Accrued compensation and benefits 1,946 2,509 State net operating loss carryforwards 10,843 8,937 Federal net operating loss carryforwards 47,382 38,990 Gain/loss on assets held for sale 1,393 1,393 Other 782 — 81,126 77,482 Liabilities: Indefinite life intangibles (10,876) (10,075) Property and equipment (248) (262) Other — (720) Net deferred tax assets 70,002 66,425 Valuation allowance for net deferred tax assets (72,684) (76,346) Net deferred tax liability after valuation allowance $ (2,682) $ (9,921) |
Reconciliation of unrecognized tax benefits | Year Ended December 31, (in thousands) 2018 2017 Unrecognized tax benefits at January 1 $ 3,328 $ 4,150 Change in unrecognized tax benefits taken during a prior period — (687) Reductions to unrecognized tax benefits from lapse of statutes of limitations (233) (135) Unrecognized tax benefits at December 31 $ 3,095 $ 3,328 Unrecognized tax benefits from discontinued operations at December 31 $ 1,194 $ 1,427 Unrecognized tax benefits from continuing operations at December 31 1,901 1,901 $ 3,095 $ 3,328 |
Presentation of open tax years by jurisdiction | Tax Jurisdiction Examination in Progress Open Tax Years for Examination United States None 2006 to Present Mexico None 2013 to Present China None 2010 to Present The Netherlands None 2015 to Present |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
REVENUE | |
Schedule of disaggregation of revenue | (in thousands) Year Ended December 31, 2018 Year Ended December 31, 2017 Cost-plus reimbursement contracts $ 158,278 $ 136,541 Fixed-price contracts 30,639 50,441 Total $ 188,918 $ 186,982 |
Costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings | December 31, (in thousands) 2018 2017 (1) Costs incurred on uncompleted contracts $ 160,368 $ 164,076 Earnings recognized on uncompleted contracts 28,581 17,304 Total 188,949 181,380 Less—billings to date (184,009) (176,942) Net $ 4,940 $ 4,438 Contract assets $ 8,218 $ 11,487 Contract liabilities (3,278) (7,049) Net $ 4,940 $ 4,438 |
Schedule of transaction price allocated to the remaining performance obligations | (in thousands) 2019 2020 Thereafter Total Remaining performance obligations $ 173,346 $ 124,425 $ 203,833 $ 501,604 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of debt | (in thousands) As of December 31, 2018 MidCap Facility $ 3,274 Current portion of term loan 525 Current debt $ 3,799 Term loan, due 2022 34,387 Unamortized deferred financing costs (1,409) Long-term debt, net $ 32,978 Total debt, net $ 36,777 |
Schedule of deferred financing costs amortized to Interest Expense | December 31, (in thousands) 2018 2017 Initial Centre Lane Facility* $ 1,460 $ 5,589 New Centre Lane Facility 111 — MidCap Facility 52 — Revolving Credit Facility — 35 Total $ 1,623 $ 5,624 * 2018 includes accelerated amortization of deferred financing costs of $0.6 million associated with the fourth amendment to the Initial Centre Lane Facility entered into in April 2018. |
Schedule of unamortized deferred financing costs | December 31, (in thousands) Location 2018 2017 Initial Centre Lane Facility Long-term debt, net $ — $ 885 New Centre Lane Facility Long-term debt, net 1,409 — MidCap Facility Other long-term assets 654 — Total $ 2,063 $ 885 |
New Centre Lane Facility | |
Schedule of prepayment premium | Prepayment Premium as a Percentage of Aggregate Period Outstanding Principal Prepaid September 19, 2019 to September 18, 2021 1% After September 18, 2021 0% |
Summary of maturity of long term debt | December 31, (in thousands) 2019 $ 525 2020 700 2021 700 2022 32,987 Thereafter — Total $ 34,912 |
Initial Centre Lane Term Facility | |
Schedule of prepayment premium | Prepayment Premium as a Percentage of Aggregate Period Outstanding Principal Prepaid June 16, 2017 to June 16, 2018 3% June 17, 2018 to June 16, 2019 2% June 17, 2019 to June 16, 2020 1% After June 16, 2020 0% |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | Year Ended December 31, (in thousands, except per share data) 2018 2017 Loss from continuing operations $ (13,790) $ (30,019) Basic loss per common share: Weighted average common shares outstanding 18,207,661 17,657,372 Basic loss per common share $ (0.76) $ (1.70) Diluted loss per common share: Weighted average common shares outstanding 18,207,661 17,657,372 Diluted effect: Unvested portion of restricted stock units and awards — — Weighted average diluted common shares outstanding 18,207,661 17,657,372 Diluted loss per common share $ (0.76) $ (1.70) |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | Year Ended December 31, 2018 2017 Unvested service-based restricted stock awards 1,515 35,403 Unvested performance- and market-based restricted stock awards 620,457 404,515 Stock options 122,000 122,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of stock option activity | Weighted-Average Weighted-Average Options Exercise Price Remaining Contract Term Outstanding at December 31, 2017 122,000 $ 13.85 Outstanding at December 31, 2018 122,000 $ 13.85 2.625 years Exercisable at December 31, 2018 122,000 $ 13.85 2.625 years |
Service vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2017 91,971 $ 6.89 Granted 757,123 2.61 Vested (411,567) 4.37 Modified 210,668 4.30 Forfeited (13,441) 2.85 Unvested restricted stock at December 31, 2018 634,754 $ 2.65 |
Market-based vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock at December 31, 2017 404,304 $ 3.34 Granted 478,508 1.21 Vested (322,751) 4.67 Modified 66,335 4.67 Forfeited (5,939) 2.91 Unvested restricted stock at December 31, 2018 620,457 $ 1.72 |
Schedule of assumptions used for options | Expected term (years) Expected volatility 35.1 % Expected dividend yield % Risk-free interest rate 2.67 % Weighted-average grant date fair value $ 1.27 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
EMPLOYEE BENEFIT PLANS | |
Summary of plan information relating to participation in multiemployer pension plans | Certain plans have been aggregated in the “All Others” line in the following table, as the contributions to each of these individual plans are not material. Expiration Pension ($ in thousands) Date of Protection Act Rehab Plan status Contributions by Collective EIN/Pension Zone Status Pending/ the Company Surcharge Bargaining Pension Fund Plan Number 2018 2017 Implemented 2018 2017 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Critical Endangered FIP 09/16/2010 2,117 Multiple Agreements 1, 5 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green 105 Multiple Agreements 5 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehab Plan 03/25/08 65 Multiple Agreements 5 Empire State Carpenters Pension Plan 11-1991772 001 Green Green 15 3 08/17/17 - Automatic Renewal 1 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 04/30/22 10 IBEW Local 1579 Pension Plan 58-1254974 001 Seriously Endangered Green 123 Varies through 07/31/20 2 Insulators Local No. 96 Pension Plan 58-6110889 002 Endangered Endangered FIP 01/01/11 Varies through 07/31/20 2 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green 11/30/17 - Automatic Renewal 3 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Endangered FIP 04/02/09 2,061 Multiple Agreements 5 Laborers National Pension Fund 75-1280827 001 Critical Green 111 Multiple Agreements 5 National Asbestos Workers Pension Plan 52-6038497 001 Critical Critical Rehab Plan 09/30/10 Multiple Agreements 5 National Electrical Benefits Fund 53-0181657 001 Green Green 203 Multiple Agreements 5 Northwest Sheet Metal Workers Pension Trust 91-6061344 001 Green Green 11/01/17 - Automatic Renewal 4 Plumbers & Pipefitters National Pension Fund 52-6152779 001 Endangered Endangered FIP 04/2010 244 Multiple Agreements 5 Plumbers & Steamfitters Local No. 150 Pension Fund 58-6116699 001 Green Green 11 Varies through 07/31/20 2 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green Green 11/30/17 - Automatic Renewal 3 Sheet Metal Workers Local No. 177 Pension Fund 62-6093256 001 Green Green 11/30/17 - Automatic Renewal 3 Sheet Metal Workers' National Pension Fund 52-6112463 001 Endangered Endangered FIP 03/01/14 354 Multiple Agreements 5 Southern Ironworkers Pension Plan 59-6227091 001 Green Green 111 Varies through 07/31/20 2 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Endangered Rehab Plan 2011 11/30/17 - Automatic Renewal 3 Pipe Trades Services of MN Pension Plan 41-6131800 001 Green Green 4 08/01/17 - Automatic Renewal 8 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green Green 11/01/17 - Automatic Renewal 4 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green Green 11/01/17 - Automatic Renewal 4 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Endangered FIP 03/05/12 11/01/17 - Automatic Renewal 4 Western States Insulators and Allied Workers Pension 51-0155190 001 Green Green 11/01/17 - Automatic Renewal 4 All Others 1,134 9,233 (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for Fitzpatrick Nuclear Plant. The GPPMA Agreements are annual agreements that automatically renew each year. (2) Defined Benefit Plans for Unions employed through the Southern Company Power House Maintenance Agreement. The Southern Company PHMA expires July 31, 2020. The individual Union CBA range from 1 to 3 years in duration. (3) Defined Benefit Plans for Unions employed through the TVA PMMA and Other Agreements. The TVA Labor Agreements are annual agreements that automatically renew each year. (4) Defined Benefit Plans for Unions employed through the GPPMA agreement for Columbia Generating Station. The GPPMA Agreements are annual agreements that automatically renew each year. (5) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. (6) Defined Benefit Plan for Union employed at Con Ed sites. (7) Defined Benefit Plan for Individual working outside of plan jurisdiction. (8) The Company did not pay a surcharge for any fund last year that was in Critical Status and had not negotiated a preferred schedule. The Company does pay a surcharge/assessment on some funds under the CBA preferred schedule . |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum annual lease payments | December 31, (in thousands) 2019 $ 1,060 2020 653 2021 631 2022 581 2023 130 Thereafter — Total $ 3,055 |
MAJOR CUSTOMERS AND CONCENTRA_2
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts receivable | Credit Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | December 31, Customer 2018 2017 Southern Nuclear Operating Company Tennessee Valley Authority * Energy Northwest * WECTEC Global Project Services * *Less than 10% |
Revenue | Customer Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | Year Ended December 31, Customer 2018 2017 Southern Nuclear Operating Company Tennessee Valley Authority Richmond County Constructors * Energy Northwest * All others Total *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
OTHER SUPPLEMENTAL INFORMATION | |
Schedule of other current liabilities | December 31, (in thousands) 2018 2017 Accrued workers compensation $ 699 $ 878 Accrued job cost 1,385 1,221 Accrued legal and professional fees 691 893 Accrued commercial insurance — 1,240 Restructuring reserve 367 — Other accrued expenses 2,376 1,320 Total $ 5,518 $ 5,552 |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | |
Summary of the quarterly operating results | (in thousands, except per share data) First Second Third Fourth 2018 Year Ended December 31, 2018 Quarter Quarter Quarter Quarter Total Revenue $ 43,121 $ 47,975 $ 53,467 $ 44,355 $ 188,918 Gross profit 6,450 6,747 10,212 5,332 28,741 Loss from continuing operations (2,238) (6,024) (2,840) (2,688) (13,790) Loss per common share from continuing operations: Basic $ (0.12) $ (0.33) $ (0.16) $ (0.15) $ (0.76) Diluted $ (0.12) $ (0.33) $ (0.16) $ (0.15) $ (0.76) (in thousands, except per share data) First Second Third Fourth 2017 Year Ended December 31, 2017 Quarter Quarter Quarter Quarter Total Revenue $ 45,632 $ 57,981 $ 39,040 $ 44,329 $ 186,982 Gross profit (1,555) 6,754 4,760 7,967 17,926 Loss from continuing operations (11,625) (5,430) (9,786) (3,178) (30,019) Loss per common share from continuing operations: Basic $ (0.67) $ (0.31) $ (0.55) $ (0.18) $ (1.70) Diluted $ (0.67) $ (0.31) $ (0.55) $ (0.18) $ (1.70) |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ in Thousands | Oct. 11, 2018 | Sep. 18, 2018 | Dec. 31, 2018 |
Midcap Financial Trust | Secured asset based revolving credit facility | |||
Loan term (in years) | 3 years | ||
Maximum borrowing capacity | $ 15,000 | ||
Midcap Financial Trust | Secured asset based revolving credit facility | Maximum | |||
Non-cash collateralized letters of credit | $ 6,000 | ||
New Centre Lane Facility | |||
Loan term (in years) | 4 years | ||
Term loan | $ 35,000 | $ 34,387 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Oct. 10, 2017segment | Apr. 30, 2018USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Equity method investment, ownership percentage | 25.00% | |||||
Number of reportable segments | segment | 3 | |||||
Accounts receivable, net | $ 22,724 | $ 26,060 | ||||
Percentage of revenue | 100.00% | 100.00% | ||||
Cash and cash equivalents deposited with financial institutions | $ 4,942 | $ 16,156 | $ 11,570 | |||
Allowance for Doubtful Accounts Receivable, Current | 140 | 1,568 | ||||
Reclassification of translation (gain) loss related to sale of foreign subsidiaries | 0 | (6,622) | ||||
Restricted Cash | ||||||
Restricted cash | $ 467 | 11,562 | ||||
Minimum | ||||||
Vesting period | 1 year | |||||
Maximum | ||||||
Product warranty term | 2 years | |||||
Vesting period | 4 years | |||||
ASU 2016-18 | ||||||
Net transfers of restricted cash | $ 11,100 | 2,800 | ||||
Collateral for Letter of Credit and Credit Card Obligations | ||||||
Restricted Cash | ||||||
Restricted cash | 500 | 9,700 | ||||
Escrow Deposit For Indemnities Claim | ||||||
Restricted Cash | ||||||
Restricted cash | 1,900 | |||||
Westinghouse | Services | ||||||
Accounts receivable, net | $ 2,100 | |||||
Number of nuclear power plant projects | 2 | 2 | ||||
Accounts receivable | $ 8,700 | |||||
Cash payment received | $ 2,100 | $ 6,400 | ||||
Allowance for Doubtful Accounts Receivable, Current | $ 200 | |||||
Other Noncurrent Assets | ||||||
Equity method investment | 800 | 200 | ||||
Equity Method Investee | ||||||
Accounts receivable, net | $ 2,100 | $ 2,200 |
CHANGES IN BUSINESS - Restructu
CHANGES IN BUSINESS - Restructuring Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Restructuring costs rollforward | |
Restructuring charges | $ 5,689 |
Payments for restructuring | (2,433) |
Ending Balance | 3,256 |
Lease | |
Restructuring costs rollforward | |
Restructuring charges | 536 |
Ending Balance | 367 |
Lease | Other current liabilities | |
Restructuring costs rollforward | |
Restructuring charges | 536 |
Payments for restructuring | (169) |
Ending Balance | 367 |
Severance | |
Restructuring costs rollforward | |
Restructuring charges | 5,153 |
Severance | Severance | |
Restructuring costs rollforward | |
Restructuring charges | 5,153 |
Payments for restructuring | (2,264) |
Ending Balance | $ 2,889 |
CHANGES IN BUSINESS - Discontin
CHANGES IN BUSINESS - Discontinued Operation and Disposition (Details) - USD ($) $ in Thousands | Mar. 21, 2018 | Oct. 31, 2017 | Oct. 11, 2017 | Jan. 13, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income (loss) before income taxes | ||||||||
Total loss from discontinued operations before income tax expense (benefit) | $ (15,002) | $ (25,318) | ||||||
Income tax expense (benefit) | (3,357) | 1,186 | ||||||
Loss from discontinued operations | (11,645) | (26,504) | ||||||
Income (loss) before income taxes | (18,190) | (36,386) | ||||||
Repayments of Long-term Debt | 31,241 | 202,353 | ||||||
Proceeds from sale of property, plant and equipment | 2 | |||||||
Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Assets: | ||||||||
Goodwill and other intangible assets | $ 0 | 0 | ||||||
Income (loss) before income taxes | ||||||||
Revenue | 22,259 | 52,942 | ||||||
Cost of revenue | 24,613 | 66,232 | ||||||
Write-down of assets held for sale | 9,709 | 9,709 | ||||||
Loss (gain) on sale of from disposal of discontinued operations | 9,623 | |||||||
Discontinued operations, disposed of by means other than sale | Koontz Wagner [Member] | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on sale of from disposal of discontinued operations | 9,300 | |||||||
Disposed of by sale | Services | Hetsco Inc. | ||||||||
Income (loss) before income taxes | ||||||||
Write-down of assets held for sale | $ 8,300 | |||||||
Income (loss) before income taxes | 489 | |||||||
Proceeds from sale of business | $ 23,200 | |||||||
Escrow deposit | 1,500 | |||||||
Repayment of debt | $ 20,200 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Revenue | 52,461 | |||||||
Cost of revenue | 42,811 | |||||||
Loss (gain) on sale of from disposal of discontinued operations | $ 222 | (6,332) | ||||||
Proceeds from sale of business | $ 43,000 | |||||||
Net proceeds | 40,900 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | General and administrative expenses | ||||||||
Income (loss) before income taxes | ||||||||
Transition services period | 9 months | |||||||
Transition services expense | $ 300 | 200 | ||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Mexico | ||||||||
Income (loss) before income taxes | ||||||||
Proceeds from sale of property, plant and equipment | $ 3,600 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | NETHERLANDS | ||||||||
Income (loss) before income taxes | ||||||||
Carrying value of property, plant and equipment | 500 | 500 | ||||||
Impairment charge | 200 | |||||||
Fair value of property, plant and equipment | 300 | 300 | ||||||
Proceeds from sale of property, plant and equipment | $ 300 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Initial Centre Lane Term Facility | ||||||||
Income (loss) before income taxes | ||||||||
Repayments of Long-term Debt | $ 34,000 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Initial Centre Lane Term Facility | Mexico | ||||||||
Income (loss) before income taxes | ||||||||
Repayments of Long-term Debt | $ 1,900 | |||||||
Discontinued operations, held-for-sale or disposed of by sale | ||||||||
Assets: | ||||||||
Accounts receivable | 12,296 | 12,296 | ||||||
Inventories, net | 178 | 178 | ||||||
Contract assets | 11,325 | 11,325 | ||||||
Other current assets | 493 | 493 | ||||||
Property, plant and equipment, net | 3,630 | 3,630 | ||||||
Total assets of discontinued operations | 27,922 | 27,922 | ||||||
Liabilities: | ||||||||
Accounts payable | 7,004 | 7,004 | ||||||
Accrued compensation and benefits | 1,191 | 259 | 1,191 | |||||
Contract liabilities | 948 | 948 | ||||||
Accrued warranties | 1,166 | 1,166 | ||||||
Other current liabilities | 18,493 | 381 | 18,493 | |||||
Current liabilities of discontinued operations | 28,802 | 640 | 28,802 | |||||
Liability for pension obligation | 2,781 | |||||||
Liability for uncertain tax positions | 3,110 | 2,407 | 3,110 | |||||
Long-term liabilities of discontinued operations | 3,110 | 5,188 | 3,110 | |||||
Total liabilities of discontinued operations | $ 31,912 | 5,828 | 31,912 | |||||
Income (loss) before income taxes | ||||||||
Revenue | 22,259 | 105,403 | ||||||
Cost of revenue | 24,613 | 109,043 | ||||||
Selling and marketing expenses | 207 | 4,035 | ||||||
General and administrative expenses | 2,634 | 14,314 | ||||||
Other | (38) | (48) | ||||||
Loss from discontinued operations before income tax expense (benefit) | (5,157) | (31,650) | ||||||
Total loss from discontinued operations before income tax expense (benefit) | (15,002) | (25,318) | ||||||
Income tax expense (benefit) | (3,357) | 1,186 | ||||||
Loss from discontinued operations | (11,645) | $ (26,504) | ||||||
Exit Costs | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on sale of from disposal of discontinued operations | 11,400 | |||||||
Bank Charges | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on sale of from disposal of discontinued operations | 4,000 | |||||||
Pension | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on sale of from disposal of discontinued operations | 2,900 | |||||||
Expected Periodic Payment | $ 300 | |||||||
Expected Payment Period | 20 years | |||||||
Lease Termination | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on sale of from disposal of discontinued operations | $ 1,800 | |||||||
Employee Salary Continuation | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on sale of from disposal of discontinued operations | $ 2,700 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 13,479 | $ 14,229 |
Less accumulated depreciation | (13,144) | (12,517) |
Property, plant and equipment, net | 335 | 1,712 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 474 | 582 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 5 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 39 years | |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 4,078 | 3,969 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 12 years | |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 8,668 | 9,236 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 2 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 10 years | |
Construction-in-Progress | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 259 | $ 442 |
PROPERTY, PLANT AND EQUIPMENT D
PROPERTY, PLANT AND EQUIPMENT Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
PROPERTY, PLANT AND EQUIPMENT | ||
Depreciation expense | $ 900 | $ 1,700 |
Impairment charges | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS Future Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill, Impairment Loss | $ 0 | $ 0 |
Accumulated impairment charges | 4,200 | |
Trade Names | ||
Indefinite lived intangible assets | 12,500 | 12,500 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Impairment of intangible assets | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income before income taxes | ||
Domestic | $ (18,190) | $ (35,993) |
Foreign | (393) | |
Loss from continuing operations | (18,190) | (36,386) |
Loss from discontinued operations | (15,002) | (25,318) |
Loss before income tax expense (benefit) | $ (33,192) | $ (61,704) |
INCOME TAXES Expense by jurisdi
INCOME TAXES Expense by jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
State | $ (3) | $ (1) |
Foreign | (522) | 404 |
Total current | (525) | 403 |
Deferred: | ||
Federal | (7,044) | (7,369) |
State | (194) | 110 |
Foreign | 6 | 1,675 |
Total deferred | (7,232) | (5,584) |
Income tax expense (benefit) | (7,757) | (5,181) |
Deferred income tax provision (benefit) | $ (7,239) | $ (6,270) |
INCOME TAXES Continuing and dis
INCOME TAXES Continuing and discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES | ||
Continuing operations | $ (4,400) | $ (6,367) |
Discontinued operations | (3,357) | 1,186 |
Income tax expense (benefit) | $ (7,757) | $ (5,181) |
INCOME TAXES Effective tax rate
INCOME TAXES Effective tax rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount | ||
Tax expense (benefit) computed at the maximum U.S. statutory rate, amount | $ (3,820) | $ (12,735) |
Difference resulting from state income taxes, net of federal income tax benefits, amount | (483) | (772) |
Foreign tax rate differences, amount | 138 | |
Deferred tax impacts of the Tax Act, amount | (5,430) | |
Non-deductible business disposition costs, amount | 4,266 | |
Non-deductible expenses, other, amount | 136 | 236 |
Transition tax from Tax Act inclusion | 2,587 | |
Change in net operating loss carryforward, amount | (581) | 889 |
Change in valuation allowance, amount | (2,136) | 7,165 |
Change in accrual for uncertain tax positions, amount | (31) | |
Change in foreign tax credits, amount | 1,811 | (74) |
Stock-based compensation (ASU 2016-09), amount | (2,588) | |
Other, net, amount | 673 | (18) |
Total tax expense (benefit), amount | $ (4,400) | $ (6,367) |
Effective Income Tax Rate Reconciliation, Percent | ||
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 21.00% | 35.00% |
Difference resulting from state income taxes, net of federal income tax benefits, percentage | 2.70% | 2.10% |
Foreign tax rate differences, percentage | (0.40%) | |
Deferred tax impacts of the Tax Act (as a percent) | 14.90% | |
Non-deductible business disposition costs, percentage | (11.70%) | |
Non-deductible expenses, other, percentage | (0.70%) | (0.60%) |
Non-deductible expenses, transition tax from Tax Act inclusion (as a percent0 | (7.10%) | |
Change in net operating loss carryforward, percentage | 3.20% | (2.40%) |
Change in valuation allowance, percentage | 11.70% | (19.70%) |
Change in accrual for uncertain tax positions, percentage | 0.10% | |
Change in foreign tax credits, percentage | (10.00%) | 0.20% |
Stock-based compensation (ASU 2016-09) (as a percent) | 7.10% | |
Other, net, percentage | (3.70%) | |
Total tax expense (benefit), percentage | 24.20% | 17.50% |
INCOME TAXES Deferred Income Ta
INCOME TAXES Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Assets: | ||
Cost in excess of identifiable net assets of business acquired | $ 6,633 | $ 7,534 |
Reserves and other accruals | 4,328 | 5,555 |
Tax credit carryforwards | 7,819 | 12,564 |
Accrued compensation and benefits | 1,946 | 2,509 |
State net operating loss carryforwards | 10,843 | 8,937 |
Federal net operating loss carryforwards | 47,382 | 38,990 |
Gain/loss on assets held for sale | 1,393 | 1,393 |
Other | 782 | |
Total | 81,126 | 77,482 |
Liabilities: | ||
Indefinite-lived intangibles | (10,876) | (10,075) |
Property and equipment | (248) | (262) |
Other | (720) | |
Net deferred tax assets | 70,002 | 66,425 |
Valuation allowance for net deferred tax assets | (72,684) | (76,346) |
Net deferred tax liability after valuation allowance | $ (2,682) | $ (9,921) |
Statutory tax rate (as a percent) | 21.00% | 35.00% |
Tax benefit | $ 5,300 | |
Tax benefit of tax losses | 3,200 | |
Disallowed interest expenses | 2,100 | |
Reduction in valuation allowance | (3,700) | |
Provisional liability of the Transition Tax | 2,600 | |
Amount of future financial taxable income needed to realize deferred tax assets | $ 281,900 |
INCOME TAXES NOL and tax credit
INCOME TAXES NOL and tax credit carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Operating Loss Carryforwards | |
Percentage of post 2017 NOLs, deductible | 80.00% |
State | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 282.3 |
State | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 1, 2019 |
State | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2038 |
Foreign | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 5.3 |
Expiration date | Dec. 31, 2028 |
Tax credit carryforward | $ 5.6 |
Foreign | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 1, 2019 |
Foreign | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2026 |
INCOME TAXES Valuation allowanc
INCOME TAXES Valuation allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES | ||
Valuation allowance for net deferred tax assets | $ (72,684) | $ (76,346) |
Reduction in deferred tax liability related to indefinite-lived intangibles | (5,300) | |
Decrease in deferred tax liabilities related to pre-tax losses of US operations | (3,200) | |
The amount of decrease in deferred tax liabilities related to interest expense disallowed but carried forward indefinitely | $ (2,100) |
INCOME TAXES Uncertain tax posi
INCOME TAXES Uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | $ 3,328 | $ 4,150 |
Change in unrecognized tax benefits taken during a prior period | (687) | |
Reductions to unrecognized tax benefits from lapse of statutes of limitations | (233) | (135) |
Unrecognized tax benefits at December 31 | 3,095 | 3,328 |
Unrecognized tax benefits that would affect the effective tax rate | 400 | 500 |
Maximum uncertain tax positions expected to lapse in 2016 | 700 | |
Interest and penalties related to uncertain income tax positions | 1,700 | 2,000 |
Continuing Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 1,901 | |
Unrecognized tax benefits at December 31 | 1,901 | 1,901 |
Discontinued Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 1,427 | |
Unrecognized tax benefits at December 31 | $ 1,194 | $ 1,427 |
Federal | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2006 | |
Mexico. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2013 | |
China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2010 | |
The Netherlands | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2015 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of revenue | ||
Revenue | $ 188,918 | $ 186,982 |
Cost-plus reimbursement contracts | ||
Disaggregation of revenue | ||
Revenue | 158,278 | 136,541 |
Fixed-price contracts | ||
Disaggregation of revenue | ||
Revenue | $ 30,639 | $ 50,441 |
REVENUE - Uncompleted Contracts
REVENUE - Uncompleted Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Costs, earnings and billings related to uncompleted contracts | ||
Costs incurred on uncompleted contracts | $ 160,368 | $ 164,076 |
Earnings recognized on uncompleted contracts | 28,581 | 17,304 |
Total | 188,949 | 181,380 |
Less - billings to date | (184,009) | (176,942) |
Net | 4,940 | 4,438 |
Contract assets | 8,218 | 11,487 |
Contract liabilities | 3,278 | $ 7,049 |
Revenue recognized from contracts in progress liability balance at December 31, 2017 | $ 5,300 |
REVENUE - Transaction price all
REVENUE - Transaction price allocated to the remaining performance obligations (Details) - Fixed-price contracts $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 501,604 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 173,346 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 124,425 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 203,833 |
Expected timing of satisfaction |
DEBT (Details)
DEBT (Details) | Sep. 19, 2019USD ($) | Oct. 11, 2018USD ($) | Sep. 18, 2018USD ($) | Apr. 13, 2018USD ($) | Mar. 21, 2018USD ($) | Oct. 31, 2017USD ($) | Oct. 11, 2017USD ($) | Aug. 17, 2017USD ($) | Jun. 16, 2017USD ($)item | Apr. 30, 2018USD ($) | Nov. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jul. 11, 2018USD ($) | Jun. 30, 2017 | Dec. 31, 2013USD ($) | Feb. 29, 2012USD ($) |
Debt | |||||||||||||||||
Short-term borrowings | $ 3,274,000 | ||||||||||||||||
Repayments of long-term debt | 31,241,000 | $ 202,353,000 | |||||||||||||||
Term loan, net proceeds from borrowing | 33,679,000 | 171,599,000 | |||||||||||||||
Net proceeds | 2,000 | ||||||||||||||||
Current portion of term loan | 525,000 | ||||||||||||||||
Current debt | 3,799,000 | ||||||||||||||||
Unamortized deferred financing fees | 2,063,000 | 885,000 | |||||||||||||||
Long-term debt, net | 32,978,000 | 24,304,000 | |||||||||||||||
Total | 36,777,000 | ||||||||||||||||
Restricted cash | 467,000 | 11,562,000 | |||||||||||||||
Amortization of deferred financing costs | 1,623,000 | 5,624,000 | |||||||||||||||
Scheduled maturities of the New Centre Lane Facility | |||||||||||||||||
Total | 36,777,000 | ||||||||||||||||
Collateral For Letter Of Credit | |||||||||||||||||
Debt | |||||||||||||||||
Restricted cash | 9,500,000 | ||||||||||||||||
New Centre Lane Facility | |||||||||||||||||
Debt | |||||||||||||||||
Loan term (in years) | 4 years | ||||||||||||||||
Term loan | $ 35,000,000 | 34,387,000 | |||||||||||||||
Net cash proceeds | 1,000,000 | ||||||||||||||||
Term loan, annual administrative fee | $ 25,000 | ||||||||||||||||
Percentage of voting equity interests of domestic subsidiaries and certain specified foreign subsidiaries | 100.00% | ||||||||||||||||
Percentage of voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions | 65.00% | ||||||||||||||||
Prepayment of aggregate principal amount, as percentage of excess cash flow | 75.00% | ||||||||||||||||
Threshold business days | 5 | ||||||||||||||||
Threshold consecutive days | 90 days | ||||||||||||||||
Term loan, mandatory prepayment | $ 500,000 | ||||||||||||||||
Current portion of term loan | 525,000 | ||||||||||||||||
Unamortized deferred financing fees | 1,409,000 | ||||||||||||||||
Long-term debt, net | 32,978,000 | ||||||||||||||||
Total | $ 34,912,000 | ||||||||||||||||
Interest rate on letters of credit issued under the revolving letter of credit sublimit | 12.50% | ||||||||||||||||
Amortization of deferred financing costs | $ 111,000 | ||||||||||||||||
Scheduled maturities of the New Centre Lane Facility | |||||||||||||||||
2019 | 525,000 | ||||||||||||||||
2020 | 700,000 | ||||||||||||||||
2021 | 700,000 | ||||||||||||||||
2022 | 32,987,000 | ||||||||||||||||
Total | 34,912,000 | ||||||||||||||||
New Centre Lane Facility | December 31, 2018 to June 30, 2019 | |||||||||||||||||
Debt | |||||||||||||||||
Percentage of principal amount must repay | 0.25% | ||||||||||||||||
New Centre Lane Facility | September 30, 2019 | |||||||||||||||||
Debt | |||||||||||||||||
Percentage of principal amount must repay | 0.50% | ||||||||||||||||
New Centre Lane Facility | Minimum | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, periodic principal repayment | $ 1,000,000 | ||||||||||||||||
New Centre Lane Facility | Payment In Cash | LIBOR-based loans | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, interest rate | 10.00% | ||||||||||||||||
New Centre Lane Facility | Payment In Cash | LIBOR-based loans | Minimum | |||||||||||||||||
Debt | |||||||||||||||||
Interest rate percentage | 2.50% | ||||||||||||||||
Initial Centre Lane Term Facility | |||||||||||||||||
Debt | |||||||||||||||||
Loan term (in years) | 4 years 6 months | ||||||||||||||||
Term loan | $ 45,000,000 | ||||||||||||||||
Term loan, closing date | Jun. 16, 2017 | ||||||||||||||||
Term loan, maturity date | Dec. 16, 2021 | ||||||||||||||||
Proceeds from (Repayments of) Debt | $ 15,300,000 | ||||||||||||||||
Term loan, upfront fee | 7.00% | ||||||||||||||||
Term loan, annual administrative fee | $ 25,000 | ||||||||||||||||
Percentage of voting equity interests of domestic subsidiaries and certain specified foreign subsidiaries | 100.00% | ||||||||||||||||
Percentage of voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions | 65.00% | ||||||||||||||||
Term loan, voting equity interests description | The Company's obligations under the Initial Centre Lane Facility were guaranteed by all of its wholly owned domestic subsidiaries, subject to customary exceptions. The Company's obligations were secured by first priority security interests on substantially all of its assets and those of its wholly owned domestic subsidiaries. This included 100% of the voting equity interests of the Company's domestic subsidiaries and certain specified foreign subsidiaries and 65% of the voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions. | ||||||||||||||||
Receipts threshold over which loans must be prepaid | $ 500,000 | ||||||||||||||||
Prepayment of aggregate principal amount, as percentage of excess cash flow | 100.00% | ||||||||||||||||
Threshold business days | item | 5 | ||||||||||||||||
Threshold consecutive days | 90 days | ||||||||||||||||
Amortization of deferred financing costs | $ 600,000 | $ 1,460,000 | 5,589,000 | ||||||||||||||
Initial Centre Lane Term Facility | Minimum voluntary prepayment | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, periodic principal repayment | $ 1,000,000 | ||||||||||||||||
Initial Centre Lane Term Facility | Majority Shareholder | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, Proceeds from related party debt | $ 6,000,000 | ||||||||||||||||
Initial Centre Lane Term Facility | First Out Term Loan | |||||||||||||||||
Debt | |||||||||||||||||
Term loan | $ 10,000,000 | ||||||||||||||||
Term loan, maturity date | Sep. 30, 2018 | ||||||||||||||||
Letter of credit fee (as a percent) | 7.00% | ||||||||||||||||
Term loan, exit fee (as a percent) | 7.00% | ||||||||||||||||
Initial Centre Lane Term Facility | Payment In Cash | LIBOR-based loans | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, interest rate | 9.00% | ||||||||||||||||
Initial Centre Lane Term Facility | Payment In Kind PIK | LIBOR-based loans | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, interest rate | 10.00% | ||||||||||||||||
Initial Centre Lane Term Facility | Upfront Fee Payment In Kind PIK | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, interest rate | 19.00% | ||||||||||||||||
Initial Centre Lane Term Facility Fourth Limited Waiver and Fourth Amendment | |||||||||||||||||
Debt | |||||||||||||||||
Incremental loan commitment | $ 3,000,000 | ||||||||||||||||
Incremental loan commitment, minimum borrowing | $ 1,000,000 | ||||||||||||||||
Incremental loan commitment, unused line fee (as a percent) | 1.00% | ||||||||||||||||
Incremental loan commitment, exit fee | $ 500,000 | ||||||||||||||||
Term loan, interest rate | 50.00% | ||||||||||||||||
Prepayment requirement related to future extraordinary cash receipts, waived | $ 3,700,000 | ||||||||||||||||
Initial Centre Lane Term Facility Fourth Limited Waiver and Fourth Amendment | LIBOR-based loans | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, interest rate | 19.00% | ||||||||||||||||
Old Centre Lane Facility Fifth Amendment | |||||||||||||||||
Debt | |||||||||||||||||
Amendment fee | $ 4,000,000 | ||||||||||||||||
Revolving Credit Facility | |||||||||||||||||
Debt | |||||||||||||||||
Maximum borrowing capacity | $ 150,000,000 | $ 100,000,000 | |||||||||||||||
Amortization of deferred financing costs | 35,000 | ||||||||||||||||
Letters of credit | |||||||||||||||||
Debt | |||||||||||||||||
Cash collateral as percentage of face amount of letter of credit | 105.00% | ||||||||||||||||
Interest rate on letters of credit issued under the revolving letter of credit sublimit | 8.50% | ||||||||||||||||
Stand-by letters of credit | |||||||||||||||||
Debt | |||||||||||||||||
Outstanding letters of credit | 9,000,000 | ||||||||||||||||
Payment and performance surety bonds | |||||||||||||||||
Debt | |||||||||||||||||
Outstanding surety bond | $ 51,100,000 | 32,500,000 | |||||||||||||||
Secured asset based revolving credit facility | Midcap Financial Trust | |||||||||||||||||
Debt | |||||||||||||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||||||||||||
Short-term borrowings | 3,274,000 | ||||||||||||||||
Outstanding non-cash collateralized letters of credit | 2,700,000 | ||||||||||||||||
Available borrowings | $ 4,700,000 | ||||||||||||||||
Unused line fee (as a percent) | 0.50% | ||||||||||||||||
Loan term (in years) | 3 years | ||||||||||||||||
Borrowing availability against eligible accounts receivable (as a percentage) | 85.00% | ||||||||||||||||
Term loan, interest rate | 6.00% | ||||||||||||||||
Term loan, periodic principal repayment | $ 100,000 | ||||||||||||||||
Current debt | $ 3,274,000 | ||||||||||||||||
Amounts drawn upon letters of credit | 0 | ||||||||||||||||
Amortization of deferred financing costs | $ 52,000 | ||||||||||||||||
Minimum casualty proceeds for repayment on occurrence of certain events | $ 25,000 | ||||||||||||||||
Period prior to maturity for prepayment rate (in days) | 90 days | ||||||||||||||||
Prepayment rate if termination occurs in first year | 2.00% | ||||||||||||||||
Prepayment rate if termination occurs in second year | 1.50% | ||||||||||||||||
Prepayment rate if termination occurs in last nine months | 1.00% | ||||||||||||||||
Secured asset based revolving credit facility | Midcap Financial Trust | Threshold One | |||||||||||||||||
Debt | |||||||||||||||||
Borrowing availability against eligible costs and estimated earnings in excess of billings, after certain customary exclusions and reserves (as a percentage) | 80.00% | ||||||||||||||||
Secured asset based revolving credit facility | Midcap Financial Trust | Threshold Two | |||||||||||||||||
Debt | |||||||||||||||||
The line of credit facility maximum borrowing available, after customary exclusions and reserves | $ 1,000,000 | ||||||||||||||||
Secured asset based revolving credit facility | Midcap Financial Trust | Maximum | |||||||||||||||||
Debt | |||||||||||||||||
Non-cash collateralized letters of credit | $ 6,000,000 | ||||||||||||||||
Secured asset based revolving credit facility | Midcap Financial Trust | LIBOR-based loans | Minimum | |||||||||||||||||
Debt | |||||||||||||||||
Interest rate percentage | 1.00% | ||||||||||||||||
Secured asset based revolving credit facility | Midcap Financial Trust | Payment In Cash | LIBOR-based loans | |||||||||||||||||
Debt | |||||||||||||||||
Term loan, interest rate | 6.00% | ||||||||||||||||
June 16, 2017 to June 16, 2018 | Initial Centre Lane Term Facility | |||||||||||||||||
Debt | |||||||||||||||||
Debt Instrument, Redemption Period, Start Date | Jun. 16, 2017 | ||||||||||||||||
Debt Instrument, Redemption Period, End Date | Jun. 16, 2018 | ||||||||||||||||
Prepayment premium, percentage | 3.00% | ||||||||||||||||
June 17, 2018 to June 16, 2019 | Initial Centre Lane Term Facility | |||||||||||||||||
Debt | |||||||||||||||||
Debt Instrument, Redemption Period, Start Date | Jun. 17, 2018 | ||||||||||||||||
Debt Instrument, Redemption Period, End Date | Jun. 16, 2019 | ||||||||||||||||
Prepayment premium, percentage | 2.00% | ||||||||||||||||
June 17, 2019 to June 16, 2020 | Initial Centre Lane Term Facility | |||||||||||||||||
Debt | |||||||||||||||||
Debt Instrument, Redemption Period, Start Date | Jun. 17, 2019 | ||||||||||||||||
Debt Instrument, Redemption Period, End Date | Jun. 16, 2020 | ||||||||||||||||
Prepayment premium, percentage | 1.00% | ||||||||||||||||
After June 16, 2020 | Initial Centre Lane Term Facility | |||||||||||||||||
Debt | |||||||||||||||||
Debt Instrument, Redemption Period, Start Date | Jun. 16, 2020 | ||||||||||||||||
Prepayment premium, percentage | 0.00% | ||||||||||||||||
September 19, 2019 to September 18, 2021 | New Centre Lane Facility | |||||||||||||||||
Debt | |||||||||||||||||
Debt Instrument, Redemption Period, Start Date | Sep. 19, 2019 | ||||||||||||||||
Debt Instrument, Redemption Period, End Date | Sep. 18, 2021 | ||||||||||||||||
Prepayment premium, percentage | 1.00% | ||||||||||||||||
After September 18, 2021 | New Centre Lane Facility | |||||||||||||||||
Debt | |||||||||||||||||
Debt Instrument, Redemption Period, Start Date | Sep. 18, 2021 | ||||||||||||||||
Prepayment premium, percentage | 0.00% | ||||||||||||||||
Other Noncurrent Assets | Secured asset based revolving credit facility | Midcap Financial Trust | |||||||||||||||||
Debt | |||||||||||||||||
Unamortized deferred financing fees | $ 654,000 | ||||||||||||||||
Long-term debt, net | New Centre Lane Facility | |||||||||||||||||
Debt | |||||||||||||||||
Unamortized deferred financing fees | $ 1,409,000 | ||||||||||||||||
Long-term debt, net | Initial Centre Lane Term Facility | |||||||||||||||||
Debt | |||||||||||||||||
Unamortized deferred financing fees | $ 885,000 | ||||||||||||||||
Westinghouse | Services | |||||||||||||||||
Debt | |||||||||||||||||
Sale of outstanding net receivable | $ 2,100,000 | $ 6,400,000 | |||||||||||||||
Interest Expense | Initial Centre Lane Term Facility | |||||||||||||||||
Debt | |||||||||||||||||
Loss on extinguishment of debt | $ 1,100,000 | ||||||||||||||||
Mechanical Solutions | Discontinued operations disposed of by sale | Mexico | |||||||||||||||||
Debt | |||||||||||||||||
Net proceeds | $ 3,600,000 | ||||||||||||||||
Mechanical Solutions | Discontinued operations disposed of by sale | NETHERLANDS | |||||||||||||||||
Debt | |||||||||||||||||
Net proceeds | $ 300,000 | ||||||||||||||||
Mechanical Solutions | Discontinued operations disposed of by sale | Initial Centre Lane Term Facility | |||||||||||||||||
Debt | |||||||||||||||||
Repayments of long-term debt | $ 34,000,000 | ||||||||||||||||
Mechanical Solutions | Discontinued operations disposed of by sale | Initial Centre Lane Term Facility | Mexico | |||||||||||||||||
Debt | |||||||||||||||||
Repayments of long-term debt | $ 1,900,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
EARNINGS PER SHARE | ||||||||||
Common stock, shares outstanding | 18,660,218 | 17,946,386 | 18,660,218 | 17,946,386 | ||||||
Net (loss) income (basic and diluted): | ||||||||||
Loss from continuing operations | $ (2,688) | $ (2,840) | $ (6,024) | $ (2,238) | $ (3,178) | $ (9,786) | $ (5,430) | $ (11,625) | $ (13,790) | $ (30,019) |
Basic loss per common share: | ||||||||||
Weighted average common shares outstanding | 18,207,661 | 17,657,372 | ||||||||
Basic loss per common share (in dollars per share) | $ (0.15) | $ (0.16) | $ (0.33) | $ (0.12) | $ (0.18) | $ (0.55) | $ (0.31) | $ (0.67) | $ (0.76) | $ (1.70) |
Diluted loss per common share: | ||||||||||
Weighted average common shares outstanding | 18,207,661 | 17,657,372 | ||||||||
Diluted effect: | ||||||||||
Weighted average diluted common shares outstanding | 18,207,661 | 17,657,372 | ||||||||
Diluted loss per common share | $ (0.15) | $ (0.16) | $ (0.33) | $ (0.12) | $ (0.18) | $ (0.55) | $ (0.31) | $ (0.67) | $ (0.76) | $ (1.70) |
Restricted Stock | Service vesting | ||||||||||
EARNINGS PER SHARE | ||||||||||
Unvested restricted stock included in reportable shares | 634,754 | 91,971 | 634,754 | 91,971 | ||||||
Restricted Stock | Service vesting | Director | ||||||||||
EARNINGS PER SHARE | ||||||||||
Unvested restricted stock included in reportable shares | 193,589 | 15,279 | 193,589 | 15,279 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock | Service vesting | ||
Anti-dilutive shares | 1,515 | 35,403 |
Restricted Stock | Performance And Market Vesting | ||
Anti-dilutive shares | 620,457 | 404,515 |
Stock options | ||
Anti-dilutive shares | 122,000 | 122,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands | Apr. 11, 2018shares | Jun. 30, 2017$ / sharesshares | Dec. 31, 2018USD ($)plandirector$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | May 31, 2015shares |
Stock-based compensation | ||||||
Number of equity incentive plans | plan | 2 | |||||
Related excess tax benefit | $ | $ 0 | $ 0 | ||||
Number of board members who resigned | director | 6 | |||||
Restricted Stock | ||||||
Stock-based compensation | ||||||
Unrecognized compensation expense related to unvested restricted stock award | $ | $ 1,700 | |||||
Weighted average recognized period | 2 years 2 months 12 days | |||||
Fair value of share vested | $ | $ 1,700 | $ 2,200 | ||||
Weighted average grant date fair value | $ / shares | $ 2.07 | $ 4.37 | ||||
Restricted Stock | Service vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 757,123 | |||||
Vested (in shares) | 411,567 | |||||
Weighted average grant date fair value | $ / shares | $ 2.65 | $ 6.89 | ||||
Vesting period | 3 years | |||||
Restricted Stock | Modified service vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 372,182 | 210,668 | ||||
Vested (in shares) | 210,668 | 120,655 | ||||
Weighted average grant date fair value | $ / shares | $ 4.40 | |||||
Cumulative effect of compensation expense reversal | $ | $ (300) | |||||
Restricted Stock | Market-based vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 478,508 | |||||
Vested (in shares) | 322,751 | |||||
Weighted average grant date fair value | $ / shares | $ 1.72 | $ 3.34 | ||||
Restricted Stock | Performance Vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 0 | 0 | ||||
Liabilities-Classified Awards | Service vesting | Other long-term liabilities | ||||||
Stock-based compensation | ||||||
Liability | $ | $ 700 | |||||
2011 Plan | Restricted Stock | Performance Vesting | ||||||
Stock-based compensation | ||||||
Weighted average grant date fair value | $ / shares | $ 13.20 | |||||
2015 Plan | Restricted Stock | ||||||
Stock-based compensation | ||||||
Stock based award, number of shares authorized for issuance | 1,000,000 | |||||
2015 Plan | Restricted Stock | Market-based vesting | ||||||
Stock-based compensation | ||||||
Term | 3 years | |||||
2015 Plan | Liabilities-Classified Awards | Service vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 295,376 | |||||
Weighted average grant date fair value | $ / shares | $ 4.30 | |||||
Initial value | $ | $ 0 | $ 900 | $ 1,700 | |||
Vesting period | 2 years | |||||
2015 Plan | Liabilities-Classified Awards | Service vesting | Other long-term liabilities | ||||||
Stock-based compensation | ||||||
Liability | $ | $ 200 | |||||
2015 Plan | Liabilities-Classified Awards | Modified service vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 304,329 | |||||
2015 Plan | Liabilities-Classified Awards | Market-based vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 332,469 | |||||
Weighted average grant date fair value | $ / shares | $ 4.67 | |||||
2015 Plan | Liabilities-Classified Awards | Market-based vesting | Other long-term liabilities | ||||||
Stock-based compensation | ||||||
Liability | $ | $ 200 | |||||
Outside of 2015 Plan | Restricted Stock | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 967,029 | 73,600 | ||||
Outside of 2015 Plan | Restricted Stock | Service vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 488,521 | |||||
Vesting period | 3 years | |||||
Outside of 2015 Plan | Restricted Stock | Modified service vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 478,508 | 67,853 | ||||
Vesting period | 3 years | |||||
Common stock price goals | $ / shares | $ 5 | |||||
Threshold consecutive trading days | 30 days | |||||
Outside of 2015 Plan | Restricted Stock | Market-based vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 27,000 | |||||
Vesting period | 2 years | |||||
Share price goal | $ / shares | $ 6 | |||||
Threshold consecutive trading days | 30 days | |||||
General and administrative expenses | ||||||
Stock-based compensation | ||||||
Share-based compensation expense | $ | $ 1,200 | $ 2,600 | ||||
Director | 2011 Plan | Restricted Stock | ||||||
Stock-based compensation | ||||||
Vested (in shares) | 4,545 | |||||
Director | 2015 Plan | Restricted Stock | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 238,602 | |||||
Number of directors | director | 4 | |||||
Vesting period | 4 years |
STOCK-BASED COMPENSATION Activi
STOCK-BASED COMPENSATION Activity (Details) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2017$ / sharesshares | Dec. 31, 2018USD ($)installment$ / sharesshares | Dec. 31, 2017$ / sharesshares | |
Fair Value Assumptions | |||
Number of installment in which restricted stock will vest if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020 | installment | 3 | ||
Number of installment in which restricted if the stock will vest stock price goal is achieved after March 31, 2020 and on or prior to March 31, 2021 | installment | 2 | ||
Reduction in stock compensation expense | $ | $ (100,000) | ||
Date the stock price goal | |||
Fair Value Assumptions | |||
Vesting percentage if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020 | 0.33% | ||
Vesting percentage if the stock price goal is achieved after March 31, 2020 and on or prior to March 31, 2021 | 0.67% | ||
Vesting on March 31, 2020 | |||
Fair Value Assumptions | |||
Vesting percentage if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020 | 0.33% | ||
Vesting on March 31, 2021 | |||
Fair Value Assumptions | |||
Vesting percentage if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020 | 0.33% | ||
Vesting percentage if the stock price goal is achieved after March 31, 2020 and on or prior to March 31, 2021 | 0.33% | ||
Restricted Stock | |||
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 4.37 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 2.07 | $ 4.37 | |
Restricted Stock | Service vesting | |||
Number of Shares | |||
Unvested restricted units at the beginning of the period (in shares) | shares | 91,971 | ||
Granted (in shares) | shares | 757,123 | ||
Vesting (in shares) | shares | (411,567) | ||
Forfeited (in shares) | shares | (13,441) | ||
Unvested restricted units at the end of the period (in shares) | shares | 634,754 | 91,971 | |
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 6.89 | ||
Granted (in dollars per share) | 2.61 | ||
Vested (in dollars per share) | 4.37 | ||
Forfeited (in dollars per share) | 2.85 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 2.65 | $ 6.89 | |
Fair Value Assumptions | |||
Vesting period | 3 years | ||
Restricted Stock | Modified service vesting | |||
Number of Shares | |||
Granted (in shares) | shares | 372,182 | 210,668 | |
Vesting (in shares) | shares | (210,668) | (120,655) | |
Weighted-Average Grant Date Fair Value per Share | |||
Granted (in dollars per share) | $ 4.30 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 4.40 | ||
Restricted Stock | Market-based vesting | |||
Number of Shares | |||
Unvested restricted units at the beginning of the period (in shares) | shares | 404,304 | ||
Granted (in shares) | shares | 478,508 | ||
Vesting (in shares) | shares | (322,751) | ||
Forfeited (in shares) | shares | (5,939) | ||
Unvested restricted units at the end of the period (in shares) | shares | 620,457 | 404,304 | |
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 3.34 | ||
Granted (in dollars per share) | 1.21 | ||
Vested (in dollars per share) | 4.67 | ||
Forfeited (in dollars per share) | 2.91 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 1.72 | $ 3.34 | |
Fair Value Assumptions | |||
Expected term (years) | 3 years 11 days | ||
Expected volatility | 35.10% | ||
Expected dividend yield | 0.00% | ||
Risk-free interest rate | 2.67% | ||
Restricted Stock | Market-based vesting | Minimum | |||
Fair Value Assumptions | |||
Expected term (years) | 3 years 11 days | ||
Restricted Stock | Modified Market Based Vesting | |||
Weighted-Average Grant Date Fair Value per Share | |||
Modified (in dollars per share) | $ | $ 4.67 | ||
Restricted Stock | Performance Vesting | |||
Number of Shares | |||
Granted (in shares) | shares | 0 | 0 | |
Restricted Stock | 2015 Plan | Modified Market Based Vesting | |||
Number of Shares | |||
Granted (in shares) | shares | 66,335 | 11,502 | |
Restricted Stock | 2011 Plan | Performance Vesting | |||
Number of Shares | |||
Unvested restricted units at the beginning of the period (in shares) | shares | 211 | ||
Unvested restricted units at the end of the period (in shares) | shares | 211 | ||
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 13.20 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 13.20 | ||
Liabilities-Classified Awards | 2015 Plan | Service vesting | |||
Number of Shares | |||
Granted (in shares) | shares | 295,376 | ||
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | 4.30 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 4.30 | ||
Fair Value Assumptions | |||
Vesting period | 2 years | ||
Liabilities-Classified Awards | 2015 Plan | Modified service vesting | |||
Number of Shares | |||
Granted (in shares) | shares | 304,329 | ||
Liabilities-Classified Awards | 2015 Plan | Market-based vesting | |||
Number of Shares | |||
Granted (in shares) | shares | 332,469 | ||
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 4.67 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 4.67 |
STOCK-BASED COMPENSATION CEO St
STOCK-BASED COMPENSATION CEO Stock Options (Details) - Stock options - Former Chief Executive Office | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term | 5 years |
Options | |
Outstanding at beginning of the year (in shares) | 122,000 |
Outstanding at end of the year (in shares) | 122,000 |
Exercisable (in shares) | 122,000 |
Weighted-Average Exercise Price | |
Outstanding at beginning of the year (in dollars per share) | $ / shares | $ 13.85 |
Outstanding at end of the year (in dollars per share) | $ / shares | 13.85 |
Exercisable (in dollars per share) | $ / shares | $ 13.85 |
Weighted-Average Remaining Contract Term | |
Outstanding at end of the year (in years) | 2 years 7 months 15 days |
Exercisable (in years) | 2 years 7 months 15 days |
Weighted average fair value of stock option on the date of grant | $ / shares | $ 2.58 |
Date the stock price goal | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in shares) | 32,000 |
Vesting on March 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in shares) | 90,000 |
Vesting period | 10 months |
STOCK-BASED COMPENSATION CEO _2
STOCK-BASED COMPENSATION CEO Stock Options Volatility (Details) - Restricted Stock - Market-based vesting | 12 Months Ended |
Dec. 31, 2018 | |
Assumptions used to estimate the fair value of market-based restricted stock awards granted | |
Expected term (years) | 3 years 11 days |
Expected volatility | 35.10% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 2.67% |
Weighted-average grant date fair value | 1.27% |
Minimum | |
Assumptions used to estimate the fair value of market-based restricted stock awards granted | |
Expected term (years) | 3 years 11 days |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | |
Defined Contribution Plan | ||
Defined Contribution Plan 401(k) | $ | $ 600,000 | $ 700,000 |
Multiemployer Pension Plans | ||
Number of multiemployer pension plans | item | 55 | |
Maximum amount of lump sum distributions when fund is in critical state | $ | $ 5,000 | |
Minimum | ||
Multiemployer Pension Plans | ||
Number of union multiemployer pension plans | item | 150 |
EMPLOYEE BENEFIT PLANS Employer
EMPLOYEE BENEFIT PLANS Employer plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Participation in the multiemployer pension plans | ||
Contributions by Global Power | $ 9,233 | $ 9,414 |
Boilermaker-Blacksmith National Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 486168020 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 2,117 | $ 1,681 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
Central Pension Fund of the IUOE and Participating Employers | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 366052390 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 105 | $ 99 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
Central States, Southeast, and Southwest Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 366044243 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 65 | $ 44 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
Empire State Carpenters Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 111991772 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 15 | $ 3 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Aug. 17, 2017 | |
Excavators Union Local 731 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 131809825 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 385 | $ 321 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Apr. 30, 2022 | |
IBEW Local 1579 Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 581254974 | |
Multiemployer Plans, Certified Zone Status | Other | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 123 | $ 326 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Insulators Local No. 96 Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 586110889 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 44 | $ 64 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626098036 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 128 | $ 150 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 30, 2017 | |
IUPAT Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526073909 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 2,061 | $ 1,772 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
Laborers National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 751280827 | |
Multiemployer Plans, Certified Zone Status | Other | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 111 | $ 285 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
National Asbestos Workers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526038497 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 1,315 | $ 1,167 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
National Electrical Benefits Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 530181657 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 203 | $ 308 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
Northwest Sheet Metal Workers Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916061344 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 21 | $ 74 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 1, 2017 | |
Plumbers & Pipefitters National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526152779 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 244 | $ 637 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
Plumbers & Steamfitters Local No. 150 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 586116699 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 11 | $ 122 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Plumber and Steamfitters Local Union No. 43 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626101288 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 117 | $ 6 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 30, 2017 | |
Sheet Metal Workers Local No. 177 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626093256 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 62 | $ 43 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 30, 2017 | |
Sheet Metal Workers' National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526112463 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 354 | $ 400 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Dec. 31, 2018 | |
Southern Ironworkers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 596227091 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 111 | $ 36 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Tri-State Carpenters & Joiners Pension Trust Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 620976048 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 238 | $ 228 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 30, 2017 | |
Pipe Trades Services of MN Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 416131800 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 25 | $ 4 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Aug. 1, 2017 | |
Washington State Plumbing and Pipefitting Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916029141 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 69 | $ 187 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 1, 2017 | |
Washington-Idaho Laborers-Employers Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916123988 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 74 | $ 177 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 1, 2017 | |
Washington-Idaho-Montana Carpenters-Employers Retirement Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916123987 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 77 | $ 316 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 1, 2017 | |
Western States Insulators and Allied Workers Pension | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 510155190 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 24 | $ 109 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Nov. 1, 2017 | |
All Others | ||
Participation in the multiemployer pension plans | ||
Contributions by Global Power | $ 1,134 | $ 862 |
Minimum | ||
Participation in the multiemployer pension plans | ||
Individual union CBA range | 1 year | |
Maximum | ||
Participation in the multiemployer pension plans | ||
Individual union CBA range | 3 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | 44 Months Ended | ||||||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2014USD ($) | May 06, 2015USD ($) | May 01, 2017person | Dec. 31, 2015USD ($) | Jul. 29, 2015item | |
Number of cases consolidated | item | 2 | ||||||||||||||
Number of former officers named as defendants | person | 3 | ||||||||||||||
Revenue recognized | $ 2,800 | $ 2,800 | |||||||||||||
Revenues | 44,355 | $ 53,467 | $ 47,975 | $ 43,121 | $ 44,329 | $ 39,040 | $ 57,981 | $ 45,632 | 188,918 | $ 186,982 | |||||
Unsigned disputed change orders | 22,900 | 22,900 | |||||||||||||
Rental expense on operating leases | 5,600 | 6,800 | |||||||||||||
Future minimum annual lease payments under these noncancelable operating leases | |||||||||||||||
2019 | 1,060 | 1,060 | |||||||||||||
2020 | 653 | 653 | |||||||||||||
2021 | 631 | 631 | |||||||||||||
2022 | 581 | 581 | |||||||||||||
2023 | 130 | 130 | |||||||||||||
Total | 3,055 | 3,055 | |||||||||||||
Contingent rental provisions | 0 | ||||||||||||||
Warranty | |||||||||||||||
Guarantee obligations | 3,055 | 3,055 | |||||||||||||
Insurance | |||||||||||||||
Health and general insurance expenses | 2,100 | 1,900 | |||||||||||||
Self-insured risk retention accrual | 400 | 600 | 400 | 600 | |||||||||||
Minimum | |||||||||||||||
Minimum monetary damages | $ 200,000 | ||||||||||||||
Liquidated damages | |||||||||||||||
Loss contingency, maximum liability | $ 31,300 | ||||||||||||||
Loss contingency, liability as percentage of contract value | 20.00% | ||||||||||||||
Performance liquidated damages | 0 | 0 | $ 4,400 | ||||||||||||
Payments to the entity's partner that were withheld by customer | $ 500 | ||||||||||||||
Revenues | 4,400 | ||||||||||||||
Liquidated damages | Minimum | |||||||||||||||
Loss contingency, maximum liability | $ 4,900 | ||||||||||||||
Liquidated damages incurred | 1,700 | ||||||||||||||
Liquidated damages | Maximum | |||||||||||||||
Loss contingency, maximum liability | $ 33,000 | ||||||||||||||
Possible workers compensation claim | |||||||||||||||
Insurance | |||||||||||||||
Outstanding letters of credit | 1,100 | $ 1,100 | 1,100 | $ 1,100 | |||||||||||
Executive employee | |||||||||||||||
Insurance | |||||||||||||||
Employee severance benefits | $ 2,500 | $ 2,500 |
MAJOR CUSTOMERS AND CONCENTRA_3
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Details) - Accounts receivable - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 34.00% | 11.00% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% | |
Energy Northwest | ||
Concentration Risk | ||
Concentration risk percentage | 10.00% | |
WECTEC Global Project Services | ||
Concentration Risk | ||
Concentration risk percentage | 26.00% |
MAJOR CUSTOMERS AND CONCENTRA_4
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK Risk (Details) - Revenue - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 25.00% | 22.00% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 26.00% | 22.00% |
Richmond County Constructors | ||
Concentration Risk | ||
Concentration risk percentage | 18.00% | |
Energy Northwest | ||
Concentration Risk | ||
Concentration risk percentage | 15.00% | |
All Others | ||
Concentration Risk | ||
Concentration risk percentage | 31.00% | 41.00% |
Concentration risk percentage | 100.00% | 100.00% |
OTHER SUPPLEMENTAL INFORMATIO_2
OTHER SUPPLEMENTAL INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued workers compensation | $ 699 | $ 878 |
Accrued job cost | 1,385 | 1,221 |
Accrued legal and professional fees | 691 | 893 |
Accrued commercial insurance | 1,240 | |
Restructuring reserve | 3,256 | |
Other accrued expenses | 2,376 | 1,320 |
Total | 5,518 | $ 5,552 |
Lease | ||
Restructuring reserve | $ 367 |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Summary of the quarterly operating results | |||||||||||
Revenue | $ 44,355 | $ 53,467 | $ 47,975 | $ 43,121 | $ 44,329 | $ 39,040 | $ 57,981 | $ 45,632 | $ 188,918 | $ 186,982 | |
Gross profit | 5,332 | 10,212 | 6,747 | 6,450 | 7,967 | 4,760 | 6,754 | (1,555) | 28,741 | 17,926 | |
Loss from continuing operations | $ (2,688) | $ (2,840) | $ (6,024) | $ (2,238) | $ (3,178) | $ (9,786) | $ (5,430) | $ (11,625) | $ (13,790) | $ (30,019) | |
Loss per common share from continuing operations: | |||||||||||
Basic loss per common share (in dollars per share) | $ (0.15) | $ (0.16) | $ (0.33) | $ (0.12) | $ (0.18) | $ (0.55) | $ (0.31) | $ (0.67) | $ (0.76) | $ (1.70) | |
Diluted loss per common share | $ (0.15) | $ (0.16) | $ (0.33) | $ (0.12) | $ (0.18) | $ (0.55) | $ (0.31) | $ (0.67) | $ (0.76) | $ (1.70) | |
Liquidated damages | |||||||||||
Summary of the quarterly operating results | |||||||||||
Revenue | $ 4,400 | ||||||||||
Reversal of liquidated damages reserve | $ 4,400 | 4,400 | |||||||||
Loss per common share from continuing operations: | |||||||||||
Performance liquidated damages | $ 0 | $ 0 | $ 4,400 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Director - 2015 Plan - Restricted Stock | Jan. 22, 2019directorshares | Dec. 31, 2018directorshares |
Subsequent events | ||
Granted (in shares) | shares | 238,602 | |
Number of directors | director | 4 | |
Vesting period | 4 years | |
Subsequent Event | ||
Subsequent events | ||
Granted (in shares) | shares | 32,653 | |
Number of directors | director | 4 | |
Number of annual installments over which shares vest | P4Y | |
Subsequent Event | 2020 | ||
Subsequent events | ||
Vesting rights percentage | 25.00% | |
Subsequent Event | 2021 | ||
Subsequent events | ||
Vesting rights percentage | 25.00% | |
Subsequent Event | 2022 | ||
Subsequent events | ||
Vesting rights percentage | 25.00% | |
Subsequent Event | 2023 | ||
Subsequent events | ||
Vesting rights percentage | 25.00% |