Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 18, 2021 | Jun. 26, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | Williams Industrial Services Group Inc. | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | WLMS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 22,869,113 | ||
Entity Common Stock, Shares Outstanding | 25,583,715 | ||
Entity Central Index Key | 0001136294 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 8,716 | $ 7,350 |
Restricted cash | 468 | 468 |
Accounts receivable, net of allowance of $351 and $377, respectively | 27,549 | 38,218 |
Contract assets | 7,969 | 7,225 |
Other current assets | 6,457 | 2,483 |
Total current assets | 51,159 | 55,744 |
Property, plant and equipment, net | 309 | 273 |
Goodwill | 35,400 | 35,400 |
Intangible assets | 12,500 | 12,500 |
Other long-term assets | 5,712 | 8,549 |
Total assets | 105,080 | 112,466 |
Current liabilities: | ||
Accounts payable | 6,210 | 16,618 |
Accrued compensation and benefits | 15,800 | 9,318 |
Contract liabilities | 2,529 | 2,699 |
Short-term borrowings | 352 | 10,849 |
Current portion of long-term debt | 1,050 | 700 |
Other current liabilities | 7,170 | 6,408 |
Total current liabilities | 33,453 | 46,932 |
Long-term debt, net | 30,728 | 32,658 |
Deferred tax liabilities | 2,440 | 2,198 |
Other long-term liabilities | 2,098 | 4,028 |
Total liabilities | 73,185 | 90,302 |
Commitments and contingencies (Note 11, 14, and 15) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 25,926,333 and 19,794,270 shares issued, respectively, and 25,336,442 and 19,057,195 shares outstanding, respectively | 256 | 198 |
Paid-in capital | 90,292 | 81,964 |
Accumulated other comprehensive income | 28 | 222 |
Accumulated deficit | (58,673) | (60,211) |
Treasury stock, at par (589,891 and 737,075 common shares, respectively) | (8) | (9) |
Total stockholders’ equity | 31,895 | 22,164 |
Total liabilities and stockholders’ equity | 105,080 | 112,466 |
Discontinued operations, held-for-sale or disposed of by sale | ||
Current liabilities: | ||
Current liabilities of discontinued operations | 342 | 340 |
Long-term liabilities of discontinued operations | $ 4,466 | $ 4,486 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable allowance for doubtful accounts | $ 351 | $ 377 |
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 | 25,926,333 | 19,794,270 |
Common stock, shares outstanding | 25,336,442 | 19,057,195 |
Treasury stock at par | 589,891 | 737,075 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 269,051 | $ 245,787 |
Cost of revenue | 235,035 | 214,887 |
Gross profit | 34,016 | 30,900 |
Operating expenses | ||
Selling and marketing expenses | 569 | 587 |
General and administrative expenses | 23,721 | 24,583 |
Depreciation and amortization expense | 187 | 301 |
Total operating expenses | 24,477 | 25,471 |
Operating income | 9,539 | 5,429 |
Other (income) expense, net | ||
Interest expense, net | 6,083 | 6,032 |
Loss on extinguishment of debt | 1,455 | |
Other income, net | (1,367) | (1,958) |
Total other expense, net | 6,171 | 4,074 |
Income from continuing operations before income tax expense | 3,368 | 1,355 |
Income tax expense (benefit) | 1,385 | 333 |
Income (loss) from continuing operations | 1,983 | 1,022 |
Discontinued operations: | ||
Loss from discontinued operations before income tax expense (benefit) | (405) | (234) |
Income tax expense (benefit) | 40 | (1,398) |
Income (loss) from discontinued operations | (445) | 1,164 |
Net income | $ 1,538 | $ 2,186 |
Basic earnings (loss) per common share | ||
Income from continuing operations | $ 0.08 | $ 0.05 |
Income (loss) from discontinued operations | (0.02) | 0.07 |
Basic earnings per common share | 0.06 | 0.12 |
Diluted earnings (loss) per common share | ||
Income from continuing operations | 0.08 | 0.05 |
Income (loss) from discontinued operations | (0.02) | 0.07 |
Diluted earnings per common share | $ 0.06 | $ 0.12 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net income | $ 1,538 | $ 2,186 |
Foreign currency translation adjustment | (194) | 222 |
Comprehensive income | $ 1,344 | $ 2,408 |
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 (Loss) | Accumulated Deficit | Treasury Shares | Total |
Balance, Beginning at Dec. 31, 2018 | $ 197 | $ 80,424 | $ (62,397) | $ (11) | $ 18,213 | |
Balance, Beginning (in shares) at Dec. 31, 2018 | 19,767,605 | (1,107,387) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | $ 1 | $ 4 | 5 | |||
Issuance of restricted stock units (in shares) | 26,665 | 437,319 | ||||
Tax withholding on restricted stock units | (157) | $ (2) | (159) | |||
Tax withholding on restricted stock units(in shares) | (67,007) | |||||
Stock-based compensation | 1,697 | 1,697 | ||||
Foreign currency translation | $ 222 | 222 | ||||
Net income (loss) | 2,186 | 2,186 | ||||
Balance, Ending at Dec. 31, 2019 | $ 198 | 81,964 | 222 | (60,211) | $ (9) | $ 22,164 |
Balance, Ending (in shares) at Dec. 31, 2019 | 19,794,270 | (737,075) | 19,794,270 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of common stock | $ 54 | 6,431 | $ 6,485 | |||
Issuance of common stock (in shares) | 5,384,615 | |||||
Issuance of restricted stock units | $ 2 | 2 | ||||
Issuance of restricted stock units (in shares) | 840,682 | 223,216 | ||||
Tax withholding on restricted stock units | $ 4 | (227) | $ (1) | (224) | ||
Tax withholding on restricted stock units(in shares) | (93,234) | (76,032) | ||||
Stock-based compensation | 2,124 | 2,124 | ||||
Foreign currency translation | (194) | (194) | ||||
Net income (loss) | 1,538 | 1,538 | ||||
Balance, Ending at Dec. 31, 2020 | $ 256 | $ 90,292 | $ 28 | $ (58,673) | $ (8) | $ 31,895 |
Balance, Ending (in shares) at Dec. 31, 2020 | 25,926,333 | (589,891) | 25,926,333 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | ||
Net income | $ 1,538 | $ 2,186 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Net (income) loss from discontinued operations | 445 | (1,164) |
Deferred income tax provision (benefit) | 242 | (484) |
Depreciation and amortization on plant, property and equipment | 187 | 301 |
Amortization of deferred financing costs | 1,536 | 615 |
Gain on disposals of property, plant and equipment | (104) | |
Debt extinguishment expenses | 1,211 | |
Bad debt expense | (351) | 237 |
Stock-based compensation | 2,546 | 1,698 |
Changes in operating assets and liabilities, net of businesses acquired and sold: | ||
Accounts receivable | 11,107 | (15,675) |
Contract assets | (699) | 1,001 |
Other current assets | (3,903) | (743) |
Other assets | 3,972 | 1,613 |
Accounts payable | (10,438) | 13,697 |
Accrued and other liabilities | 4,532 | (6,704) |
Contract liabilities | (176) | (579) |
Net cash provided by (used in) operating activities, continuing operations | 11,645 | (4,001) |
Net cash provided by (used in) operating activities, discontinued operations | (464) | 162 |
Net cash provided by (used in) operating activities | 11,181 | (3,839) |
Investing activities: | ||
Purchase of property, plant and equipment | (117) | (242) |
Net cash used in investing activities, continuing operations | (117) | (242) |
Net cash used in investing activities | (117) | (242) |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (227) | (154) |
Proceeds from issuance of common stock | 6,489 | |
Debt issuance costs | (4,200) | |
Debt refinancing costs and original issue discount | (2,003) | |
Proceeds from short-term borrowings | 262,695 | 223,958 |
Repayments of short-term borrowings | (273,192) | (216,383) |
Proceeds from long-term debt | 35,000 | |
Repayments of long-term debt | (34,388) | (525) |
Net cash provided by (used in) financing activities, continuing operations | (9,826) | 6,896 |
Net cash provided by (used in) financing activities | (9,826) | 6,896 |
Effect of exchange rate change on cash, continuing operations | 128 | 61 |
Effect of exchange rate change on cash | 128 | 61 |
Net change in cash, cash equivalents and restricted cash | 1,366 | 2,876 |
Cash, cash equivalents and restricted cash, beginning of year | 7,818 | 4,942 |
Cash, cash equivalents and restricted cash, end of year | 9,184 | 7,818 |
Supplemental Disclosures: | ||
Cash paid for interest | 4,316 | 4,697 |
Noncash fee related to revolving debt facility | $ 150 | $ 100 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2020 | |
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 NYSE American LLC (the “NYSE American”) 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 2020 2019 Three Months Ended March 31 January 1, 2020 to March 29, 2020 January 1, 2019 to March 31, 2019 Three Months Ended June 30 March 30, 2020 to June 28, 2020 April 1, 2019 to June 30, 2019 Three Months Ended September 30 June 29, 2020 to September 27, 2020 July 1, 2019 to September 29, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—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 $1.7 million and $2.3 million as of December 31, 2020 and 2019, 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 $3.9 million and $2.7 million as of December 31, 2020 and 2019, respectively. The Company’s pro-rata share of net income from the LLC was $1.2 million and $1.5 million for the years ended December 31, 2020 and 2019, respectively, and was included in other (income) expense, net, on the consolidated statements of operations. In addition, the Company received a dividend of $1.7 million in 2020 and received a dividend of $0.5 million in 2019. 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 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. 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 5—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. As a result of the Company’s decision to exit and sell its Mechanical Solutions and Electrical Solutions segments, the Company’s chief operating decision maker reviews financial information on a company-wide basis. Therefore, as of each of December 31, 2020 and 2019, the Company reports on a single reporting segment basis. The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2020, the Company earned 86.7% and 13.3% of its revenue in the U.S. and Canada, respectively. For the year ended December 31, 2019, the Company earned 93.1% and 7.9% of its revenue in the U.S. and Canada, respectively. 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, 2020, the Company held $3.9 million of its operating cash balance in U.S. bank accounts and $4.8 million in Canadian bank accounts. Restricted Cash: Restricted cash as of each of December 31, 2020 and 2019 consisted of $0.5 million, held in escrow for certain indemnities as claims on a divested subsidiary. 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. 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 and market approaches. 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 results of operations in the period in which the impairment is determined. The Company did not have any impairment write-downs in 2020. 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 costs for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts. Insurance: The Company maintains insurance coverage for most insurable aspects of its business and operations. The Company’s insurance programs, including, but not limited to, health, general liability, and workers’ compensation, have varying coverage limits depending upon the type of 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. The Company recognizes income as a result of changes in tax rates on deferred tax assets and liabilities in the period that includes the enactment date. 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 is 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 of or all 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 Income (Loss): The Company reports cumulative foreign currency translation adjustments as a component of accumulated other comprehensive income (loss). Adoption of New Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40).” This update aligns the requirements for capitalizing costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software, including hosting arrangements that are service contracts, over the term of the hosting arrangement. Further, this update requires the presentation of the expense in the statement of income, the presentation of the costs on the statement of financial position and the classification of payments in the statement of cash flows related to capitalized implementation costs to be treated the same as the fees of the associated hosting arrangement. In the first quarter of 2020, the Company adopted ASU 2018-15, which did not have a material impact on its financial position, results of operations and cash flows. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820).” This amendment update modifies disclosure requirements related to fair value measurement for illiquid assets and liabilities that are the most difficult to value, which are considered Level 3. This update focuses on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop fair value measurements, and the narrative description of measurement uncertainty to be applied prospectively for the most recent interim or annual period in the initial fiscal year of adoption for Level 3 assets and liabilities. In the first quarter of 2020, the Company adopted ASU 2018-03, which did not have a material impact on its financial statement disclosures. 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. 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. The Company adopted ASU 2018-02 effective January 1, 2019 and elected not to reclassify the income tax effects stranded in accumulated other comprehensive income to retained earnings and, as a result, there was no impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases” (ASC Topic 842), which, together with its related clarifying ASUs (collectively, “ASU 2016-02”), amended the previous 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 are required to 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 are also 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. On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective method, meaning it has been applied to leases that existed or have been entered into on or after January 1, 2019 without adjusting comparative periods in the financial statements. Please refer to “Note 4–Leases” for further discussion of the adoption and the impact on the Company’s financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes”, which simplifies the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in accounting for income taxes. The update is effective for annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company historically did not rely on the exceptions in computing the tax provision. The Company will implement the new provisions under ASU 2019-12 as they become relevant to our tax provision. . |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
LEASES | NOTE 3—LEASES On January 1, 2019, the Company adopted ASU 2016-02, which amended the previous 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 are required to 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. The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASU 2016-02, allowed entities to (1) not reassess whether any expired or existing contracts are or contain leases, (2) retain the classification of leases (e.g., operating or finance lease) existing as of the date of adoption and (3) not reassess initial direct costs for any existing leases. The Company adopted ASU 2016-02 using the modified retrospective method, and accordingly, the new guidance was applied to leases that existed as of January 1, 2019. This resulted in the recognition of lease liabilities of $8.7 million and right-of-use-assets of $8.5 million on January 1, 2019, which included the impact of eliminating prior year deferred rent. The adoption of ASU 2016-02 did not have a material impact on the Company’s results of operations or cash flows. The Company primarily leases office space and related equipment, as well as equipment, modular units and vehicles directly used in providing services to our customers. The Company’s leases have remaining lease terms of one to ten years. Most leases contain renewal options for varying periods, which are at the Company’s sole discretion and included in the expected lease term if they are reasonably certain of being exercised. For leases beginning in 2019 and thereafter, the Company accounts for lease components, such as fixed payments including rent, real estate taxes, and insurance costs, separately from the non-lease components, such as common area maintenance costs. For leases with terms greater than twelve months, the Company records the related right-of-use assets and lease liabilities at the present value of the fixed lease payments over the term at the commencement date. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable. Short-term leases (leases with an initial term of twelve months or less or leases that are cancelable by the lessee and lessor without significant penalties) are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used in delivering services to its customers. These leases are entered into at agreed upon hourly, daily, weekly, or monthly rental rates for an unspecified duration and typically have a termination for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than twelve months. The components of lease expense for the years ended December 31, 2020 and 2019 were as follows: Lease Cost/(Sublease Income) (in thousands) 2020 2019 Operating lease cost $ 3,679 $ 4,846 Short-term lease cost 2,601 2,429 Sublease income - (66) Total lease cost $ 6,280 $ 7,209 Lease cost related to finance leases was not significant for the year ended December 31, 2020. Information related to the Company’s right-of-use assets and lease liabilities for the years ended December 31, 2020 and 2019 was as follows: Lease Assets/Liabilities (in thousands) Balance Sheet Classification 2020 2019 Lease Assets Right-of-use assets Other long-term assets $ 2,029 $ 5,743 Lease Liabilities Short-term lease liabilities Other current liabilities $ 1,362 $ 2,985 Long-term lease liabilities Other long-term liabilities 1,011 2,939 Total lease liabilities $ 2,373 $ 5,924 Supplemental information related to the Company’s leases for the year ended December 31, 2020 and 2019 are as follows: (dollars in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 4,021 $ 4,884 Right-of-use assets obtained in exchange for new operating lease liabilities 2,290 10,255 Weighted-average remaining lease term - operating leases 1.80 years 2.09 years Weighted-average remaining lease term - finance leases 3.23 years 4.23 years Weighted-average discount rate - operating leases Weighted-average discount rate - finance leases Total remaining lease payments under the Company’s operating and finance leases for the year ended December 31, 2020 are as follows: Operating Leases Finance Leases Year Ended December 31, (in thousands) 2021 $ 1,637 $ 6 2022 838 6 2023 202 6 2024 6 1 2025 3 - Total lease payments $ 2,686 $ 19 Less: interest (331) (1) Present value of lease liabilities $ 2,355 $ 18 |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
CHANGES IN BUSINESS. | |
CHANGES IN BUSINESS | NOTE 4—CHANGES IN BUSINESS 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. 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, 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. The pension liability is expected to be satisfied by annual cash payments of $0.3 million each, paid in quarterly installments, over the next eighteen years. 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. 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. During the years ended December 31, 2020 and December 31, 2019, the Company did not provide services for the purchaser. In April 2019, the purchaser of the Company’s former Mechanical Solutions segment went into receivership. In connection with this event, in March 2019, the Company recognized a write down to the estimated fair value of amounts due under the transition services agreement of $0.2 million. At the time the purchaser went into receivership, the Company also had remaining balances of $0.2 million and $0.8 million included in other current assets and other current liabilities, respectively, on its consolidated balance sheet. In November 2019, the Company executed, and the U.S. Bankruptcy Court for the Northern District of Oklahoma approved, an agreement with the purchaser to settle the disputes related to the remaining asset and liability. As a result, the Company recorded a net gain of $0.4 million, which was included in other (income) expense, net on its consolidated statement of operations for the year ended December 31, 2019. As of each of December 31, 2020 and 2019, the Company did not have any assets related to its Electrical and Mechanical Solutions’ discontinued operations. The following table presents a reconciliation of the carrying amounts of major classes of liabilities of Electrical and Mechanical Solutions’ discontinued operations: December 31, (in thousands) 2020 2019 Liabilities: Current liabilities of discontinued operations $ 342 $ 340 Liability for pension obligation 2,670 2,708 Liability for uncertain tax positions 1,796 1,778 Long-term liabilities of discontinued operations 4,466 4,486 Total liabilities of discontinued operations $ 4,808 $ 4,826 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) 2020 2019 General and administrative expenses $ 197 $ 21 Other 208 213 Loss from discontinued operations before income taxes (405) (234) Income tax expense (benefit) 40 (1,398) Income (loss) from discontinued operations $ (445) $ 1,164 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
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 2020 2019 Buildings and improvements 5 - 39 years $ 495 $ 474 Machinery and equipment 3 - 12 years 4,236 4,227 Furniture and fixtures 2 - 10 years 8,695 8,668 Capital lease assets 5 years 27 — Construction-in-progress — — 283 13,453 13,652 Less accumulated depreciation (13,144) (13,379) Property, plant and equipment, net $ 309 $ 273 In 2020, the Company did not have a balance on construction‑in‑progress, and for 2019, the $0.3 million for construction-in-progress primarily included building improvements and machinery and equipment. Depreciation expense was $0.2 million and $0.3 million for the years ended December 31, 2020 and 2019, respectively. No impairment charges on property, plant and equipment were recognized for the years ended December 31, 2020 and 2019. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
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 a combination of income and market approaches. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. 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 each of December 31, 2020 and 2019, 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, 2020 and 2019, 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, 2020 and 2019, the Company determined the fair value of its trade name exceeded its book value; therefore, no impairment charge was recorded for the years ended December 31, 2020 and 2019. As a result of the Company’s annual goodwill impairment analysis as of October 1, 2020 and 2019, the Company 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, 2020 and 2019. 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, 2020 | |
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, 2020 and 2019 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, 2020 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8—INCOME TAXES Income (loss) before income taxes was as follows: Year Ended December 31, (in thousands) 2020 2019 Domestic $ (1,130) $ 2,075 Foreign 4,498 (720) Income from continuing operations 3,368 1,355 Loss from discontinued operations (405) (234) Income before income tax expense $ 2,963 $ 1,121 The following table summarizes the income tax expense (benefit) by jurisdiction: Year Ended December 31, (in thousands) 2020 2019 Current: State $ — $ 61 Foreign 1,183 (642) Total current 1,183 (581) Deferred: Federal 92 (88) State 149 (396) Foreign 1 — Total deferred 242 (484) Income tax expense (benefit) $ 1,425 $ (1,065) Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows: Year Ended December 31, (in thousands) 2020 2019 Continuing operations $ 1,385 $ 333 Discontinued operations 40 (1,398) Income tax expense (benefit) $ 1,425 $ (1,065) Effective Tax Rate Reconciliation The amount of the income tax expense (benefit) for continuing operations during the years ended December 31, 2020 and 2019 differs from the statutory federal income tax rate of 21% as follows: Year Ended December 31, 2020 2019 (in thousands) Amount Percent Amount Percent Tax expense (benefit) computed at the maximum U.S. statutory rate $ 707 21.0 % $ 284 21.0 % Difference resulting from state income taxes, net of federal income tax benefits 646 19.2 % (348) (25.7) % State tax rate difference (273) (8.1) % 43 3.2 % Non-deductible expenses, other 103 3.0 % 130 9.6 % Change in net operating loss carryforward (1,116) (33.1) % 2,705 199.6 % Change in valuation allowance 914 27.1 % (1,534) (113.2) % Change in foreign tax credits 641 19.0 % 2,288 168.9 % Bankruptcy reorganization costs (3) (0.1) % (2,533) (187.0) % Other, net (234) (6.9) % (702) (51.8) % Total tax expense $ 1,385 41.1 % 333 24.6 % Deferred Taxes The significant components of deferred income tax assets and liabilities for continuing operations consisted of the following: December 31, (in thousands) 2020 2019 Assets: Cost in excess of identifiable net assets of business acquired $ 5,111 $ 5,904 Reserves and other accruals 3,767 4,058 Tax credit carryforwards 6,440 5,289 Accrued compensation and benefits 3,577 1,940 State net operating loss carryforwards 12,465 12,815 Federal net operating loss carryforwards 46,572 47,679 Gain/loss on assets held for sale 1,434 1,434 Other 5,633 4,978 84,999 84,097 Liabilities: Indefinite life intangibles (12,255) (12,026) Property and equipment (407) (319) Net deferred tax assets 72,337 71,752 Valuation allowance for net deferred tax assets (74,777) (73,950) Net deferred tax liability after valuation allowance $ (2,440) $ (2,198) As of December 31, 2020 and 2019, the Company had a net deferred tax liability related to its continuing operations of $2.4 million and $2.2 million, respectively. The net deferred tax liabilities for the years ended December 31, 2020 and 2019 predominantly related to indefinite-lived intangibles deferred tax liabilities that cannot be used to offset deferred tax assets subject to valuation allowances. A net increase in valuation allowances related to continuing operations of $0.8 million as of December 31, 2020 was recorded against the gross deferred tax asset balances as of December 31, 2020. As of December 31, 2020, the Company would need to generate $293.5 million of future U.S. pre-tax income to realize its deferred tax assets. 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. Due to changes in interpretations and assumptions, and future guidance that may be issued and actions we may take in response to the Tax Act, the ultimate impact of the Tax Act may change in future periods. The Tax Act is highly complex, and we will continue to assess the impact of certain aspects of the Tax Act. Net Operating Losses and Tax Credit Carryforwards As of December 31, 2020, the Company had $220.6 million of federal net operating loss carryforwards expiring between 2026 and 2037 and state operating loss carryforwards of $271.9 million expiring between 2021 and 2040. The Company has $5.2 million of foreign operating loss carryforwards that will expire in 2040. The Company has $4.5 million in foreign tax credit carryforwards expiring between 2021 and 2030. Under the Internal Revenue Code, the amount of and the benefits from net operating loss (“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 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, 2020, the Company carried $12.3 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. The Company recorded income tax expense from continuing operations of $1.4 million for the year ended December 31, 2020, mainly attributable to the Canadian tax provision. The Company was eligible for the High Tax Exception (“the HTE”) and did not incur Global Intangible Low-Taxed Income (“GILTI”) tax liability in 2020. The election will be made in the Company’s extended 2020 consolidated US income tax return. The Company continues to have a full valuation allowance against its foreign deferred tax assets except for the Canadian subsidiary. As of December 31, 2020, and 2019, the Company had valuation allowances for deferred tax assets related to its continuing operations in the amount of $74.8 million and $74.0 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. As of December 31, 2020, the Company’s Canadian subsidiary has approximately $5.7 million in Canadian currency in undistributed earnings. The Company’s management asserts that all of the undistributed earnings will be reinvested in the Canadian subsidiary based on the following facts presented at the time of preparing the financial statements: (1) The Company’s domestic operations is not in need of supply of working capital from the foreign subsidiaries, and any temporary intercompany payable with the Canadian subsidiary will be repaid within one year from the end of the corporation’s tax year in which the indebtedness arises; (2) The Canadian subsidiary has not declared dividends since its inception in 2018, and management is not expecting the Canadian subsidiary to declare dividends in the foreseeable future; and (3) The Company’s management has developed a strategic growth initiative to pursue nuclear plant maintenance, modifications, and construction in Canada for the long-term. Therefore, the accrual of deferred tax liability with respect to the Company’s outside basis difference in its investment in Canada is not needed pursuant to the APB 23 exception. 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) 2020 2019 Unrecognized tax benefits at January 1 $ 2,898 $ 3,095 Reductions to unrecognized tax benefits from lapse of statutes of limitations (37) (197) Unrecognized tax benefits at December 31 $ 2,861 $ 2,898 Unrecognized tax benefits from discontinued operations at December 31 $ 964 $ 998 Unrecognized tax benefits from continuing operations at December 31 1,897 1,900 $ 2,861 $ 2,898 As of December 31, 2020, the Company provided for a liability of $2.9 million for unrecognized tax benefits related to various federal, foreign, and state income tax matters compared with a liability of $2.9 million for unrecognized tax benefits as of December 31, 2019. The Company has elected to classify interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2020, the Company accrued $1.3 million for potential payment of interest and penalties, compared with $1.2 million accrued as of December 31, 2019. As of each of December 31, 2020 and 2019, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.4 million. In 2021, the Company anticipates it will release less than $0.1 million of accruals of uncertain tax positions as the statute of limitations related to these liabilities will lapse in 2021. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. The Company has incorporated the impact of the CARES Act to the tax provision. In addition, the Company deferred payments of federal employer payroll taxes of approximately $4.9 million, as permitted by the CARES Act. The first half of the deferred amounts will be paid by December 2021, and the second half by December 2022. 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 2015 to Present Canada None 2018 to Present China None 2012 to 2017 The Netherlands None 2017 to 2018 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2020 | |
REVENUE. | |
REVENUE | NOTE 9—REVENUE Disaggregation of Revenue Disaggregated revenue by type of contract was as follows. Year Ended December 31, (in thousands) 2020 2019 Cost-plus reimbursement contracts $ 238,529 $ 210,538 Fixed-price contracts 30,522 35,249 Total $ 269,051 $ 245,787 Disaggregated revenue by the geographic area where the work was performed was as follows: Year Ended December 31, (in thousands) 2020 2019 United States $ 233,297 $ 228,820 Canada 35,754 16,967 Total $ 269,051 $ 245,787 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) 2020 2019 Costs incurred on uncompleted contracts $ 235,035 $ 214,887 Earnings recognized on uncompleted contracts 34,016 30,902 Total 269,051 245,789 Less—billings to date (263,611) (241,263) Net $ 5,440 $ 4,526 Contract assets $ 7,969 $ 7,225 Contract liabilities (2,529) (2,699) Net $ 5,440 $ 4,526 For the year ended December 31, 2020, the Company recognized revenue of approximately $2.7 million on approximately $2.7 million in the corresponding contract liability balance at December 31, 2019. Remaining Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of December 31, 2020. (in thousands) 2021 2022 Thereafter Total Remaining performance obligations $ 165,304 $ 79,942 $ 198,604 $ 443,850 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
DEBT | |
DEBT | NOTE 10—DEBT As of December 31, 2020, and 2019, the Company had the following debt, net of unamortized deferred financing costs: December 31, (in thousands) 2020 2019 Revolving Credit Facility $ 352 $ 10,849 Current portion of Term Loan 1,050 700 Current debt $ 1,402 $ 11,549 Term Loan $ 33,950 $ 33,687 Debt discount from refinancing to new loan (991) - Unamortized deferred financing costs (2,231) (1,029) Long-term debt, net $ 30,728 $ 32,658 Total debt, net $ 32,130 $ 44,207 Debt Refinancing As of December 31, 2019, the Company had outstanding debt consisting of (i) a three-year $15.0 million revolving credit facility with MidCap Financial Trust (the “Prior ABL”) and (ii) a four-year $35.0 million term loan facility with Centre Lane Partners, LLC (the “Prior Term Loan” and together with the Prior ABL, the “Prior Indebtedness”). On December 16, 2020 (the “Closing Date”), the Company and certain of its subsidiaries refinanced and replaced the Prior ABL and Prior Term Loan and entered into (i) the Term Loan Agreement (as defined below), which provided for senior secured term loan facilities in an aggregate principal amount of up to $50.0 million (collectively, the “Term Loan”), consisting of a $35.0 million closing date term loan facility (the “Closing Date Term Loan”) and up to $15.0 million of borrowings under a delayed draw facility (the “Delayed Draw Term Loan Facility”) with EICF Agent LLC, as agent, and CION, as a lender and a co-lead arranger; and (ii) a senior secured asset-based revolving line of credit of up to $30.0 million (the “Revolving Credit Facility”) with PNC. In connection with the refinancing, the Company repaid the outstanding balance of the Prior ABL and the Prior Term Loan and all interest in full. As of December 31, 2020, the Company had $0.4 million outstanding under the Revolving Credit Facility and $34.0 million outstanding under the Term Loan. The Term Loan Agreement provides for an interest rate of 9.0% (or 8.5% if the Total Leverage Ratio (as defined in the Term Loan Agreement) is less than 2.50:1) plus the London Interbank Offered Rate (“LIBOR”) (with a minimum rate of 1.0%) per year. The Company recognized a $1.4 million debt extinguishment loss comprising of $0.7 million of cash used for prepayment penalties related to repaying the Prior ABL and Prior Term Loan, and $0.8 million of non-cash deferred interest costs that were immediately expensed from the Prior Term Loan. There were no amounts outstanding under the Prior Term Loan and the Prior ABL, as of December 31, 2020. The Revolving Credit Facility On the Closing Date, the Company and certain of its subsidiaries (the “Revolving Loan Borrowers”) entered into the Revolving Credit and Security Agreement with PNC, as agent for the lenders, and the lenders party thereto (the “Revolving Credit Agreement”), which provides for the Revolving Credit Facility. As part of the Revolving Credit Facility, the Company may access a letter of credit sublimit in an amount up to $2.0 million, a swing loan sublimit in an aggregate principal amount of up to $3.0 million, and a Canadian dollar sublimit in an aggregate principal amount of up to $8.0 million. The Revolving Credit Agreement matures on December 16, 2025. Borrowings under the Revolving Credit Facility bear interest, at the Company’s election, at either (1) the base commercial lending rate of PNC, as publicly announced, plus 1.25%, payable in cash on a monthly basis, (2) the 30, 60 or 90 day LIBOR rate, subject to a minimum LIBOR floor of 1.00%, plus 2.25%, payable in cash on the last day of each interest period, or (3) with respect to Canadian dollar loans, the Canadian Dollar Offered Rate (“CDOR”), subject to a minimum CDOR rate of 1.00%, payable in cash on a monthly basis. In addition, upon the occurrence of an event of default, and for so long as such event of default continues, default interest equal to 2.00% per year in excess of the rate otherwise applicable will be payable. The Revolving Credit Agreement also includes customary replacement provisions in the event of the discontinuation of LIBOR. The Revolving Loan Borrowers’ Obligations (as defined in the Revolving Credit Agreement) are guaranteed by certain of the Company’s material, wholly-owned subsidiaries, subject to customary exceptions (the “Revolving Loan Guarantors” and, together with the Revolving Loan Borrowers, the “Revolving Loan Credit Parties”). The Revolving Loan Credit Parties’ obligations are secured by first-priority security interests on substantially all of the Revolving Loan Credit Parties’ accounts and a second-priority security interest in substantially all other assets of the Revolving Loan Credit Parties, subject to the terms of the Intercreditor Agreement between PNC and EICF Agent LLC, as the Revolving Loan Agent and the Term Loan Agent, respectively (as each such term is defined in the Intercreditor Agreement), as described below (the “Intercreditor Agreement”). We may from time to time voluntarily prepay outstanding amounts, plus any accrued but unpaid interest on the aggregate amount being prepaid, under the Revolving Credit Facility, in whole or in part. There is no required minimum prepayment amount. If at any time the amount outstanding under the Revolving Credit Agreement exceeds the borrowing base, or any sublimit, in effect at such time, the excess amount will be immediately due and payable. Subject to the Intercreditor Agreement, the Revolving Credit Agreement also requires mandatory prepayment of outstanding amounts in the event the Revolving Loan Borrowers receive proceeds from certain events and activities, including, among others, certain asset sales and casualty events, the issuance of indebtedness and equity interests, and the recovery of any proceeds from certain specified arbitration proceedings. The Revolving Credit Agreement provides for (1) a closing fee of $0.2 million, which was payable on the Closing Date, (2) a customary unused line fee equal to 0.25% per year on the unused portion of the Revolving Credit Facility, which is payable on a quarterly basis, and (3) a collateral monitoring fee of $2,500, which is payable on a monthly basis. The Revolving Credit Agreement also provides for an early termination fee (the “Early Termination Fee”), payable to the revolving lenders thereunder upon (1) any acceleration of the Obligations and termination of the Revolving Credit Agreement and the obligation of the revolving lenders to make advances thereunder following the occurrence of an Event of Default (as defined in the Revolving Credit Agreement), or (2) any other termination of the Revolving Credit Agreement and the obligation of revolving lenders to make advances thereunder for any reason (the “Early Termination Date”). The Early Termination Fee is calculated as follows: if the Early Termination Date occurs on or prior to the first anniversary of the Closing Date, the Early Termination Fee will be 2.00% of the Revolving Credit Facility; and if prepayment occurs after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, the Early Termination Fee will be 1.00% of the Revolving Credit Facility. While any letter of credit is outstanding under the Revolving Credit Facility, the Revolving Loan Borrowers must pay a letter of credit fronting fee at a rate equal to 0.25% per year, payable quarterly, in addition to any other customary fees required by the issuer of the letter of credit. The Revolving Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, in each case, with certain exceptions, limitations and qualifications. The Revolving Credit Agreement also requires the Revolving Loan Borrowers to regularly provide certain financial information to the lenders thereunder, maintain a springing minimum fixed charge coverage ratio, and comply with certain limitations on capital expenditures. Events of default under the Revolving Credit Agreement include, but are not limited to, a breach of certain 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, impairment of security interests in collateral or invalidity of guarantees or security documents, or a default or event of default under the Term Loan Agreement (as defined below) or the Intercreditor Agreement, in each case, with customary exceptions, limitations, grace periods and qualifications. If an event of default occurs, the revolving lenders may, among other things, declare all Obligations outstanding under the Revolving Credit Facility to be immediately due and payable, together with accrued interest and fees, and exercise remedies under the collateral documents relating to the Revolving Credit Agreement. EICF Agent LLC, as the Term Loan Agent, and PNC, as the Revolving Loan Agent, entered into an Intercreditor Agreement, dated as of the Closing Date, to which the Term Loan Credit Parties (as defined below) and Revolving Loan Credit Parties consented. The Intercreditor Agreement, among other things, specifies the relative lien priorities of the Term Loan Agent and Revolving Loan Agent in the relevant collateral, and contains customary provisions regarding, among other things, the rights of the Term Loan Agent and Revolving Loan Agent to take enforcement actions against the relevant collateral and certain limitations on amending the documentation governing each of the Term Loan and Revolving Credit Facility. The Term Loan On the Closing Date, the Company and certain of its subsidiaries (the “Term Loan Borrowers”) entered into the Term Loan, Guarantee and Security Agreement with EICF Agent LLC, as agent for the lenders, CION, as a lender and co-lead arranger, and the other lenders party thereto (the “Term Loan Agreement”), which provides for the Term Loan. The Closing Date Term Loan was fully drawn on the Closing Date, while the Delayed Draw Term Loan Facility is available upon the satisfaction of certain conditions precedent for up to 18 months following the Closing Date. The Term Loan Agreement matures on December 16, 2025. Borrowings under the Term Loan Agreement bear interest at LIBOR, plus a margin of 8.50% (if the Total Leverage Ratio (as defined in the Term Loan Agreement) is less than 2.50:1) or 9.00% per year (if the Total Leverage Ratio is greater than or equal to 2.50:1), subject to a minimum LIBOR floor of 1.00%, payable in cash on a quarterly basis. In addition, upon the occurrence of an event of default, and for so long as such event of default continues, default interest equal to 2.00% per year in excess of the rate otherwise applicable will be payable. The Term Loan Agreement also includes customary replacement provisions in the event of the discontinuation of LIBOR. The Term Loan Borrowers’ Obligations (as defined in the Term Loan Agreement) are guaranteed by certain of the Company’s material, wholly-owned subsidiaries, subject to customary exceptions (the “Term Loan Guarantors” and, together with the Term Loan Borrowers, the “Term Loan Credit Parties”). The Term Loan Credit Parties’ obligations are secured by first-priority security interests on substantially all of the Term Loan Credit Parties’ assets, as well as a second-priority security interest on the Term Loan Credit Parties’ accounts receivable and inventory, subject to the Intercreditor Agreement. Subject to certain conditions, the Term Loan Borrowers may voluntarily prepay the Term Loan on any Payment Date (as defined in the Term Loan Agreement), in whole or in part, in a minimum amount of $1.0 million of the outstanding principal amount, plus a Prepayment Fee (the “Prepayment Fee”), calculated as follows: if prepayment occurs prior to the first anniversary of the Closing Date, the Prepayment Fee will be 3.00% of the principal amount being prepaid; if prepayment occurs on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, the Prepayment Fee will be 2.00% of the principal amount being prepaid; and if prepayment occurs on or after the second anniversary of the Closing Date and prior to the third anniversary of the Closing Date, the Prepayment Fee will be 1.00% of the principal amount being prepaid. Subject to certain exceptions, within 120 days of the end of each calendar year, beginning with the year ending December 31, 2021, the Term Loan Borrowers must prepay the Obligations in an amount equal to (1) (i) if the Total Leverage Ratio is greater than 3:00:1:00, 50.0% of Excess Cash Flow (as defined in the Term Loan Agreement) or (ii) if the Total Leverage Ratio is equal to or less than 3:00:1:00 and greater than 2:00:1:00, 25.0% of Excess Cash Flow, less (2) all voluntary prepayments made on the Term Loan during such calendar year; provided that, so long as no default or event of default has occurred and is continuing or would result therefrom, no such prepayment will be required unless Excess Cash Flow for such calendar year equals or exceeds $0.5 million. The Term Loan Agreement also requires mandatory prepayment of certain amounts in the event the Term Loan Borrowers receive proceeds from certain events and activities, including, among others, certain asset sales and casualty events, the issuance of indebtedness and equity interests, and the receipt of extraordinary receipts (with certain exclusions), plus, in certain instances, the applicable Prepayment Fee, calculated as set forth above. The Term Loan Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, in each case, with certain exceptions, limitations and qualifications. The Term Loan Agreement also requires the Term Loan Borrowers to regularly provide certain financial information to the lenders thereunder, maintain a maximum total leverage ratio and a minimum fixed charge coverage ratio, and comply with certain limitations on capital expenditures. Events of default under the Term Loan Agreement include, but are not limited to, a breach of certain 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, impairment of security interests in collateral or invalidity of guarantees or security documents, or a default or event of default under the Revolving Credit Agreement or the Intercreditor Agreement, in each case, with customary exceptions, limitations, grace periods and qualifications. If an event of default occurs, the Term Loan lenders may, among other things, declare all Obligations to be immediately due and payable, together with accrued interest and fees, and exercise remedies under the collateral documents relating to the Term Loan Agreement. The scheduled maturities of the Closing Date Term Loan are as follows: December 31, (in thousands) 2021 $ 1,050 2022 1,050 2023 1,050 2024 1,050 2025 30,800 Total $ 35,000 The Company’s borrowing rate under the Term Loan at December 31, 2020 was 9.5%. 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 Revolving Credit Facility provides for a letter of credit sublimit in an amount up to $2.0 million. The Company did not have any letters of credit outstanding under the Revolving Credit Facility letter of credit sublimit as of December 31, 2020. There were no amounts drawn upon these letters of credit as of December 31, 2020. In addition, as of December 31, 2020, the Company had outstanding payment and performance surety bonds of $31.0 million and $59.3 million, respectively. Deferred Financing Costs: Deferred financing costs are amortized over the terms of the related debt facilities using the straight-line 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) 2020 2019 Term loan* $ 458 $ 380 Revolving credit facility 304 235 Total $ 762 $ 615 * 2020 does not include the $0.8 million of amortization expenses that were written off on the Prior Term Loan and included in the $1.5 million loss on extinguishment of debt. The following table summarizes unamortized deferred financing costs included on the Company's consolidated balance sheets: December 31, (in thousands) Location 2020 2019 Term Loan Long-term debt, net $ 2,231 $ 1,029 Revolving Credit Facility Other long-term assets 1,890 419 Total $ 4,121 $ 1,448 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 11—EARNINGS PER SHARE As of December 31, 2020, the Company’s 25,336,442 shares outstanding included 550,857 shares of contingently issued but unvested restricted stock. As of December 31, 2019, the Company’s 19,057,195 shares outstanding included 282,059 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 share data) 2020 2019 Income from continuing operations $ 1,983 $ 1,022 Basic income per common share: Weighted average common shares outstanding 23,676,458 18,700,107 Basic income per common share $ 0.08 $ 0.05 Diluted income per common share: Weighted average common shares outstanding 23,676,458 18,700,107 Diluted effect: Unvested portion of restricted stock units and awards 541,539 221,905 Weighted average diluted common shares outstanding 24,217,997 18,922,012 Diluted income per common share $ 0.08 $ 0.05 In March 2020, the Company successfully completed its fully backstopped $7.0 million rights offering, which expired March 2, 2020, pursuant to which the Company issued 5,384,615 shares of its common stock and received net proceeds of $6.5 million. As of December 31, 2020, the Company’s 25,336,442 shares outstanding included 550,857 shares of contingently issued but unvested restricted stock. As of December 31, 2020, the Company’s 19,057,195 shares outstanding included 282,059 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. 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, 2020 2019 Unvested service-based restricted stock and restricted stock unit awards 354,257 422,486 Unvested performance- and market-based restricted stock unit awards 1,628,606 892,814 Stock options — 122,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
STOCK-BASED COMPENSATION. | |
STOCK-BASED COMPENSATION | NOTE 12—STOCK‑BASED COMPENSATION Description of the Plans The Company has one equity incentive plan: the 2015 Equity Incentive Plan, as amended and restated on May 12, 2020 (the “2015 Plan”). The 2015 Plan allows for the issuance of up to 3,500,000 shares of stock 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 who are terminated without cause, or in some cases leave for good reason, are generally entitled to proportionate vesting. The vesting of proportionate time-based shares is accelerated and such shares distributed upon such individuals’ 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, 2020, the Company had approximately 1,780,675 shares available under the 2015 Plan to settle previously granted awards. During 2020, the Company granted 946,167 restricted shares and restricted stock units under the 2015 Plan. Total stock‑based compensation expense during the years ended December 31, 2020 and 2019 was $2.5 million and $1.6 million, respectively, with no related excess tax benefit recognized, and was included in general and administrative expenses on the Company’s consolidated statements of operations. As of December 31, 2020, total unrecognized compensation expense related to all unvested restricted stock and restricted stock unit awards for which terms and conditions are known totaled $2.5 million, which is expected to be recognized over a weighted average period of 1.6 years. The fair value of shares that vested during 2020 and 2019 based on the stock price at the applicable vesting date was $0.8 million and $0.7 million, respectively. The weighted average grant date fair value of the Company’s restricted stock units was $1.98 and $2.29 for the years ended December 31, 2020 and 2019, respectively. Service-Based Restricted Stock and Unit Awards: During 2020, the Company granted 946,167 service-based restricted shares and restricted stock units under the 2015 Plan. These grants included 580,312 service-based restricted stock units to certain employees at a grant date fair value of $1.11 per share on March 31, 2020 and 365,855 service-based restricted share awards to its five non-employee directors at a grant date fair of $1.23 per share on March 13, 2020. The service-based restricted stock unit grants vest ratably over a three-year period for the restricted units granted to certain employees, and the restricted shares vest after a one-year service period for the five non-employee directors. The fair value of service-based restricted stock unit and restricted share grants represents the closing price of the Company’s common stock on the date of grant. Information for service-based restricted stock and restricted stock units, excluding those accounted for as liability awards because the award was based on a cash amount and not an amount of shares, as of December 31, 2020 was as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units at December 31, 2019 922,502 2.41 Granted 946,167 1.50 Vested (393,212) 2.48 Modified - — Forfeited (66,042) 1.74 Unvested restricted stock and restricted stock units at December 31, 2020 1,409,415 $ 2.41 Performance-based awards: During 2020 1,178,213 performance-based restricted stock units were granted to certain employees under the 2015 Plan. The 2020 units contain a performance-based requirement consisting of meeting certain operating income and free cash flow objectives. The performance goals are measured over three annual periods and, if the performance objectives are met, the restricted stock units will vest on March 31, 2023. As of December 31, 2020, for years two and three, the average performance as a percentage target for both years replaces the lower year results. The earned portion of the restricted share units allocated to a performance period shall vest on the vesting date, provided that the grantee shall have remained in the continuous employment of the Company or a subsidiary through the vesting date. Award payouts range from a threshold of 50% to a maximum of 200% and are weighted at 50% for the operating income performance objective and 50% for the free cash flow objective. The Company reassesses the likelihood of meeting the specified performance objective at the end of each reporting period and adjusts compensation expense, as necessary, based on the likelihood of achieving the performance objective. Information for performance-based restricted stock units as of December 31, 2020 was as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock units at December 31, 2019 171,204 $ 2.35 Granted 1,178,213 1.50 Vested (320,074) 1.22 Modified — — Forfeited (147,295) 1.37 Unvested restricted stock units at December 31, 2020 882,048 $ 1.79 Cash-based awards: During 2019, the Company granted cash-based performance awards under the 2015 Plan valued at $1.7 million. At the Company’s discretion, these performance-based restricted stock awards can be settled in cash or shares. The performance objectives associated with these awards are established by the Compensation Committee of the Board of Directors (the “Compensation Committee”) on an annual basis. For the 2021 performance period, the performance objective is based on the Company’s backlog performance target as of December 31, 2021. Performance objectives for the succeeding year will be established by the Compensation Committee in the respective performance period. Award payouts range from a threshold of 50% to a maximum of 200% for each respective annual performance period. Because the Company intends to settle the cash-based performance awards that are scheduled vest on March 31, 2021 with shares, the fair value of the cash-based performance awards with an established 2020 performance objective represents the closing price of the Company’s common stock on the date of grant. The fair value of the cash-based performance awards that are scheduled to vest on March 31, 2022 will be measured in the year that the respective performance objective is established and approved by the Compensation Committee. The Company recognizes stock-based compensation expense related to its cash-based performance awards based on its determination of the likelihood of achieving the performance objective. The Company reassesses the likelihood of meeting the specified performance objective at the end of each reporting period and adjusts compensation expense, as necessary, based on the likelihood of achieving the performance objective. As of December 31, 2020, the Company had a $0.4 million liability related to this award which was included in other current liabilities on the consolidated balance sheet. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLANS. | |
EMPLOYEE BENEFIT PLANS | NOTE 13—EMPLOYEE BENEFIT PLANS Defined Contribution Plan: The Company maintains a 401(k) plan covering substantially all its U.S. employees. The expense for the Company’s 401(k) plan during the years ended December 31, 2020 and 2019 was $0.3 million and $0.8 million, respectively. Multiemployer Pension Plans: During 2020, the Company contributed to approximately 75 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, 2020 is outlined in the following table. All information in the tables is as of December 31, 2020, 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 2020 and 2019 is for the respective plan’s fiscal year‑end as of 2020 and 2019, 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 $5,000 can be made. Plans that are in critical and endangered status are required to adopt a plan aimed at restoring the financial health of the benefit plan. The “Rehab Plan Status Pending/Implemented” column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented. The next to last column lists the expiration date of the collective‑bargaining agreement to which the plans are subject. Certain plans have been aggregated in the “All Others” line in the following table, as the contributions to each of these individual plans are not material. Expiration Pension ($ 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 2020 2019 Implemented 2020 2019 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Endangered Critical Rehabilitation Plan Adopted 05/28/17 2,622 2,139 No (7) Multiple Agreements 3 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green 336 280 Multiple Agreements 3 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehabilitation Plan Adopted 2008 74 70 No (7) Multiple Agreements 3 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 441 303 04/30/22 4 IBEW Local 1579 Pension Plan 58-1254974 001 Green Endangered Funding Improvement Plan Adopted 08/11/17 774 385 Varies through 07/31/20 6 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green 185 250 Annual Agreements-Automatic Renewal 1 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Seriously Endangered Funding Improvement Plan Updated 2017 2,327 1,853 Multiple Agreements 3 Laborers National Pension Fund 75-1280827 001 Critical Critical Rehabilitation Plan Adopted 2017 225 176 Multiple Agreements 3 National Asbestos Workers Pension Plan 52-6038497 001 Critical Endangered Rehabilitation Plan Updated 12/2010 1,165 1,288 No (8) Multiple Agreements 3 National Electrical Benefits Fund 53-0181657 001 Green Green 354 308 Multiple Agreements 3 New Jersey Building Laborers Statewide Pension Fund 22-6077693 001 Critical Critical Rehabilitation Plan Adopted 2010 616 40 No (7) Multiple Agreements 5 Plumbers & Pipefitters National Pension Fund 52-6152779 001 Endangered Endangered Funding Improvement Plan Adopted 04/05/10 201 284 Multiple Agreements 3 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green Green 180 162 Annual Agreements-Automatic Renewal 1 Sheet Metal Workers' National Pension Fund 52-6112463 001 Endangered Endangered Funding Improvement Plan Updated 01/01/17 71 204 Multiple Agreements 3 Southern Ironworkers Pension Plan 59-6227091 001 Green Green 315 260 Varies through 07/31/20 6 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Seriously Endangered Rehabilitation Plan Adopted 310 322 No (8) Annual Agreements-Automatic Renewal 1 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green Green 15 99 Annual Agreements-Automatic Renewal 2 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green Green 45 153 Annual Agreements-Automatic Renewal 2 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Endangered Funding Improvement Plan Adopted 03/05/12 59 287 Annual Agreements-Automatic Renewal 2 All Others 1,496 1,358 11,811 10,221 (1) 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. (2) 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. (3) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. (4) Defined Benefit Plan for Union employed at Con Ed sites. (5) Defined Benefit Plans for Unions employed through the GPPMA agreement for San Onofre, Oyster Creek, Pilgrim, Waterford III, Calvert Cliffs Nuclear Plants (Holtec). (6) Defined Benefit Plans for Unions employed through the Nuclear Power Construction Agreement. The Nuclear Power Construction Agreement is for new work at Vogtle and runs through the duration of the project. (7) No surcharge required if proper rehabilitation plan adopted in labor agreement. (8) No surcharge required if plan is not in Critical or Critical & Declining Status. 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, 2020, 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, 2020 | |
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. The Company completed a bankruptcy filing of its Koontz-Wagner subsidiary on July 11, 2018. This could require the Company to incur legal fees and other expenses related to liabilities from this bankruptcy filing. While the Company does not anticipate these liabilities will have a material adverse effect on its results of operations, cash flows and financial position, and although the statute of limitations has run on certain claims that the Chapter 7 Trustee for the Koontz-Wagner estate might assert, there can be no assurance of the outcome. 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. For additional information, please refer to “Note 5—Changes in Business” to the consolidated financial statements. The acquiror of certain assets from a former operating unit of the Company has been named as a defendant in an asbestos personal injury lawsuit and has submitted a claim for indemnification and tendered defense of the matter to the Company. The Company has assumed defense of the matter subject to a reservation of rights and objection to the claim for indemnification. Neither the Company nor its predecessors ever mined, manufactured, produced or distributed asbestos fiber, the material that allegedly caused the injury underlying this action. The Company does not expect that this claim will have a material adverse effect on its financial position, results of operations or liquidity. Insurance: The Company maintains insurance coverage for most insurable aspects of its business and operations. The Company’s insurance programs, including, but not limited to, health, general liability, and workers’ compensation, have varying coverage limits depending upon the type of insurance. For the year ended December 31, 2020 and 2019, insurance expense, including insurance premiums related to the excess claim coverage and claims incurred for continuing operations, was $2.4 million and $2.8 million, respectively. The Company’s consolidated balance sheets include amounts representing its probable estimated liability related to insurance-related claims that are known and have been asserted against the Company, and for insurance-related claims that are believed to have been incurred, but had not yet been reported as of December 31, 2020 and 2019. As of December 31, 2020, and 2019, the Company provided $0.5 million and $0.8 million, respectively in letters of credit and provided cash collateral of $0.6 million and $0.2 million, respectively, as security for possible workers’ compensation claims. Executive Severance: At December 31, 2020, 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 $2.6 million at December 31, 2020. |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2020 | |
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 represented more than 10 percent of its consolidated accounts receivable. The balance for these customers as a percentage of the consolidated accounts receivable was as follows: December 31, Customer 2020 2019 Southern Nuclear Operating Company Tennessee Valley Authority * Bruce Power * *Less than 10% The Company has certain customers that represented more than 10 percent of consolidated revenue. The revenue for these customers as a percentage of the consolidated revenue was as follows: Year Ended December 31, Customer 2020 2019 Southern Nuclear Operating Company Tennessee Valley Authority Richmond County Constructors, LLC ("RCC") Energy Northwest * All others Total *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
OTHER SUPPLEMENTAL INFORMATION | |
OTHER SUPPLEMENTAL INFORMATION | NOTE 16—OTHER SUPPLEMENTAL INFORMATION Other current assets consisted of the following: December 31, (in thousands) 2020 2019 Unamortized commercial insurance premiums $ 1,903 1,025 Cash collateral on commercial insurance claims 585 445 Prepaid health insurance premiums 207 — Workers compensation refund 265 — Sales tax receivable - Canada 2,097 144 Surety bond - Canada 45 — Letters of credit 474 — Security deposits - real estate 62 57 Prepaid subscription and licenses 224 97 Prepaid audit and consulting - fees 208 381 Sick leave adjustment 90 90 Entertainment and events 32 — Other short-term assets 265 244 Total $ 6,457 $ 2,483 Other long-term assets consisted of the following December 31, (in thousands) 2020 2019 Equity method investment in RCC $ 1,737 $ 2,265 Right-of-use lease assets 2,029 5,743 Other long-term assets 1,946 541 Total $ 5,712 $ 8,549 Other current liabilities consisted of the following: December 31, (in thousands) 2020 2019 Accrued workers compensation $ 506 $ 604 Accrued job cost 1,081 1,320 Accrued legal and professional fees 72 36 Short-term lease liability 1,362 2,985 Other accrued expenses 4,149 1,463 Total $ 7,170 $ 6,408 Other long-term liabilities consist of the following: December 31, (in thousands) 2020 2019 Long-term lease liability 1,011 2,939 Liability for uncertain tax positions 1,087 1,030 Other long-term liabilities - 59 Total $ 2,098 $ 4,028 Disaggregated long-lived assets by the geographic area were as follows: December 31, (in thousands) 2020 2019 United States $ 51,825 $ 56,033 Canada 206 271 Total $ 52,031 $ 56,304 End section |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17—SUBSEQUENT EVENTS On February 22, 2021, the Company’s common stock began trading on the NYSE American. The ticker symbol remained unchanged, as “WLMS.” The Company was extremely saddened to report the passing of its longest-serving director and Chairman of the Board, Charles “Mac” Macaluso, on February 23, 2021. Mr. Macaluso had served on the Company’s Board of Directors since January 2008 and at the time of his passing was also Chairman of the Nominating and Corporate Governance Committee and a member of the Compensation Committee and the Audit Committee. On March 5, 2021, the Company’s Board of Directors appointed Robert B. Mills as Chairman of the Board of Directors. Mr. Mills has been a member of the Company’s Board since 2015 and succeeded Mr. Macaluso in the position of Chairman. On February 4, 2021, the Board of Directors approved a grant of 27,398 restricted shares to each of the six nonemployee directors (totaling 164,388 restricted shares). The restricted shares will vest on February 4, 2022. On March 5, 2021, the Compensation Committee approved a modification to performance-based restricted share units granted under the 2016, 2017 and 2018 long-term incentive programs and held by current employees who were key contributors during the Company’s restructuring. The modification extended the end of the performance period of each award from 2021 to December 31, 2022. It is anticipated that the grant of restricted shares to nonemployee directors and the modification to the performance-based restricted stock units held by key employees will not have a material impact on the results of operations for the period ending on December 31, 2020. While the Company has been adversely affected by the COVID-19 pandemic, we currently cannot predict the ultimate impact of the COVID-19 pandemic on its business, results of operations, financial condition and cash flows, as such impact is dependent on future developments, including the duration and severity of the pandemic and the related length of its impact on the global economy, which remain uncertain and cannot be predicted at this time. In April 2020, the Company experienced a temporary suspension for projects in New York, which required a phased reopening that resulted in the job sites being fully functional by the beginning of June 2020. In addition, there was an increase in COVID-19 cases at Plant Vogtle in July 2020, which resulted in the Company working with customers, clients, and job site leadership to provide more strategic focus and resources towards implementing enhanced safety protocols to fight the spread of the COVID-19 virus. Although, during the third quarter of 2020, the Company was informed of delays for a nuclear project and outage cycle in Louisiana, and experienced a slow-down in business development activities and bid opportunities, particularly on the eastern shore of the Lake Huron area in Ontario, Canada, due to COVID-19, these developments did not materially impact the Company’s cash and the deployment of its capital resources during 2020. The Company has seen a decrease in new business development based on restrictions on travel and in-person meetings, and stricter safety guidelines, coupled with decreased spending related to market uncertainty due to COVID-19. Any recovery from the COVID-19 pandemic and related economic impact may also be slowed or reversed by a number of factors, including delayed deployment of vaccinations or another widespread resurgence in COVID-19 infections. Management will continue to closely monitor conditions using the data available and will draw on the expertise of health officials, including the latest recommendations from the Centers for Disease Control and Prevention and the on-site medical professionals. The Company’s liquidity, as well as its ability to satisfy its working capital requirements, may be adversely affected to some degree by the COVID-19 pandemic. The Company currently believes that of COVID-19 will not negatively impact its ability to comply with the covenants under its existing credit facilities. However, the Company cannot provide any assurance that the assumptions used to estimate its liquidity requirements will remain accurate due to the unprecedented nature and the unpredictability of the COVID-19 global pandemic and its potential impact on the Company and its customer base. As a consequence, the Company’s estimates of the duration and severity of the pandemic and its impact on the Company’s future earnings and cash flows could change and have a material impact on its results of operations and financial condition. In addition, even after the COVID-19 pandemic has subsided, the Company may continue to experience an adverse impact to its business as a result of the pandemic’s global economic impact, including any recession that has occurred or may occur in the future. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 $1.7 million and $2.3 million as of December 31, 2020 and 2019, 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 $3.9 million and $2.7 million as of December 31, 2020 and 2019, respectively. The Company’s pro-rata share of net income from the LLC was $1.2 million and $1.5 million for the years ended December 31, 2020 and 2019, respectively, and was included in other (income) expense, net, on the consolidated statements of operations. In addition, the Company received a dividend of $1.7 million in 2020 and received a dividend of $0.5 million in 2019. |
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 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. 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 5—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. As a result of the Company’s decision to exit and sell its Mechanical Solutions and Electrical Solutions segments, the Company’s chief operating decision maker reviews financial information on a company-wide basis. Therefore, as of each of December 31, 2020 and 2019, the Company reports on a single reporting segment basis. The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2020, the Company earned 86.7% and 13.3% of its revenue in the U.S. and Canada, respectively. For the year ended December 31, 2019, the Company earned 93.1% and 7.9% of its revenue in the U.S. and Canada, respectively. |
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, 2020, the Company held $3.9 million of its operating cash balance in U.S. bank accounts and $4.8 million in Canadian bank accounts. |
Restricted Cash | Restricted Cash: Restricted cash as of each of December 31, 2020 and 2019 consisted of $0.5 million, held in escrow for certain indemnities as claims on a divested subsidiary. |
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. |
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 and market approaches. 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 results of operations in the period in which the impairment is determined. The Company did not have any impairment write-downs in 2020. |
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 costs for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts. |
Insurance | Insurance: The Company maintains insurance coverage for most insurable aspects of its business and operations. The Company’s insurance programs, including, but not limited to, health, general liability, and workers’ compensation, have varying coverage limits depending upon the type of 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. The Company recognizes income as a result of changes in tax rates on deferred tax assets and liabilities in the period that includes the enactment date. 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 is 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 of or all 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 Income (Loss) | Other Comprehensive Income (Loss): The Company reports cumulative foreign currency translation adjustments as a component of accumulated other comprehensive income (loss). |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40).” This update aligns the requirements for capitalizing costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software, including hosting arrangements that are service contracts, over the term of the hosting arrangement. Further, this update requires the presentation of the expense in the statement of income, the presentation of the costs on the statement of financial position and the classification of payments in the statement of cash flows related to capitalized implementation costs to be treated the same as the fees of the associated hosting arrangement. In the first quarter of 2020, the Company adopted ASU 2018-15, which did not have a material impact on its financial position, results of operations and cash flows. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820).” This amendment update modifies disclosure requirements related to fair value measurement for illiquid assets and liabilities that are the most difficult to value, which are considered Level 3. This update focuses on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop fair value measurements, and the narrative description of measurement uncertainty to be applied prospectively for the most recent interim or annual period in the initial fiscal year of adoption for Level 3 assets and liabilities. In the first quarter of 2020, the Company adopted ASU 2018-03, which did not have a material impact on its financial statement disclosures. 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. 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. The Company adopted ASU 2018-02 effective January 1, 2019 and elected not to reclassify the income tax effects stranded in accumulated other comprehensive income to retained earnings and, as a result, there was no impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases” (ASC Topic 842), which, together with its related clarifying ASUs (collectively, “ASU 2016-02”), amended the previous 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 are required to 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 are also 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. On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective method, meaning it has been applied to leases that existed or have been entered into on or after January 1, 2019 without adjusting comparative periods in the financial statements. Please refer to “Note 4–Leases” for further discussion of the adoption and the impact on the Company’s financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes”, which simplifies the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in accounting for income taxes. The update is effective for annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company historically did not rely on the exceptions in computing the tax provision. The Company will implement the new provisions under ASU 2019-12 as they become relevant to our tax provision. |
BUSINESS AND ORGANIZATION (Tabl
BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
BUSINESS AND ORGANIZATION | |
Reporting periods and corresponding fiscal interim periods | Reporting Interim Period Fiscal Interim Period 2020 2019 Three Months Ended March 31 January 1, 2020 to March 29, 2020 January 1, 2019 to March 31, 2019 Three Months Ended June 30 March 30, 2020 to June 28, 2020 April 1, 2019 to June 30, 2019 Three Months Ended September 30 June 29, 2020 to September 27, 2020 July 1, 2019 to September 29, 2019 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
Schedule of components of lease expense | Lease Cost/(Sublease Income) (in thousands) 2020 2019 Operating lease cost $ 3,679 $ 4,846 Short-term lease cost 2,601 2,429 Sublease income - (66) Total lease cost $ 6,280 $ 7,209 |
Schedule of right-of use assets and lease liabilities | Lease Assets/Liabilities (in thousands) Balance Sheet Classification 2020 2019 Lease Assets Right-of-use assets Other long-term assets $ 2,029 $ 5,743 Lease Liabilities Short-term lease liabilities Other current liabilities $ 1,362 $ 2,985 Long-term lease liabilities Other long-term liabilities 1,011 2,939 Total lease liabilities $ 2,373 $ 5,924 |
Schedule of supplemental information | (dollars in thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 4,021 $ 4,884 Right-of-use assets obtained in exchange for new operating lease liabilities 2,290 10,255 Weighted-average remaining lease term - operating leases 1.80 years 2.09 years Weighted-average remaining lease term - finance leases 3.23 years 4.23 years Weighted-average discount rate - operating leases Weighted-average discount rate - finance leases |
Schedule of remaining lease payments under operating leases | Operating Leases Finance Leases Year Ended December 31, (in thousands) 2021 $ 1,637 $ 6 2022 838 6 2023 202 6 2024 6 1 2025 3 - Total lease payments $ 2,686 $ 19 Less: interest (331) (1) Present value of lease liabilities $ 2,355 $ 18 |
Schedule of remaining lease payments under finance leases | Operating Leases Finance Leases Year Ended December 31, (in thousands) 2021 $ 1,637 $ 6 2022 838 6 2023 202 6 2024 6 1 2025 3 - Total lease payments $ 2,686 $ 19 Less: interest (331) (1) Present value of lease liabilities $ 2,355 $ 18 |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued operations, held-for-sale or disposed of by sale | |
Schedule of Financial Information of Disposal Group | December 31, (in thousands) 2020 2019 Liabilities: Current liabilities of discontinued operations $ 342 $ 340 Liability for pension obligation 2,670 2,708 Liability for uncertain tax positions 1,796 1,778 Long-term liabilities of discontinued operations 4,466 4,486 Total liabilities of discontinued operations $ 4,808 $ 4,826 Year Ended December 31, (in thousands) 2020 2019 General and administrative expenses $ 197 $ 21 Other 208 213 Loss from discontinued operations before income taxes (405) (234) Income tax expense (benefit) 40 (1,398) Income (loss) from discontinued operations $ (445) $ 1,164 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment balances, by significant asset category | Estimated December 31, ($ in thousands) Useful Lives 2020 2019 Buildings and improvements 5 - 39 years $ 495 $ 474 Machinery and equipment 3 - 12 years 4,236 4,227 Furniture and fixtures 2 - 10 years 8,695 8,668 Capital lease assets 5 years 27 — Construction-in-progress — — 283 13,453 13,652 Less accumulated depreciation (13,144) (13,379) Property, plant and equipment, net $ 309 $ 273 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Income (loss) before income taxes | Year Ended December 31, (in thousands) 2020 2019 Domestic $ (1,130) $ 2,075 Foreign 4,498 (720) Income from continuing operations 3,368 1,355 Loss from discontinued operations (405) (234) Income before income tax expense $ 2,963 $ 1,121 |
Summary of income tax expense (benefit) | Year Ended December 31, (in thousands) 2020 2019 Current: State $ — $ 61 Foreign 1,183 (642) Total current 1,183 (581) Deferred: Federal 92 (88) State 149 (396) Foreign 1 — Total deferred 242 (484) Income tax expense (benefit) $ 1,425 $ (1,065) |
Income tax expense (benefit) allocated between continuing operations and discontinued operations | Year Ended December 31, (in thousands) 2020 2019 Continuing operations $ 1,385 $ 333 Discontinued operations 40 (1,398) Income tax expense (benefit) $ 1,425 $ (1,065) |
Schedule of effective income tax rate for continuing operations | Year Ended December 31, 2020 2019 (in thousands) Amount Percent Amount Percent Tax expense (benefit) computed at the maximum U.S. statutory rate $ 707 21.0 % $ 284 21.0 % Difference resulting from state income taxes, net of federal income tax benefits 646 19.2 % (348) (25.7) % State tax rate difference (273) (8.1) % 43 3.2 % Non-deductible expenses, other 103 3.0 % 130 9.6 % Change in net operating loss carryforward (1,116) (33.1) % 2,705 199.6 % Change in valuation allowance 914 27.1 % (1,534) (113.2) % Change in foreign tax credits 641 19.0 % 2,288 168.9 % Bankruptcy reorganization costs (3) (0.1) % (2,533) (187.0) % Other, net (234) (6.9) % (702) (51.8) % Total tax expense $ 1,385 41.1 % 333 24.6 % |
Components of deferred income tax assets and liabilities | December 31, (in thousands) 2020 2019 Assets: Cost in excess of identifiable net assets of business acquired $ 5,111 $ 5,904 Reserves and other accruals 3,767 4,058 Tax credit carryforwards 6,440 5,289 Accrued compensation and benefits 3,577 1,940 State net operating loss carryforwards 12,465 12,815 Federal net operating loss carryforwards 46,572 47,679 Gain/loss on assets held for sale 1,434 1,434 Other 5,633 4,978 84,999 84,097 Liabilities: Indefinite life intangibles (12,255) (12,026) Property and equipment (407) (319) Net deferred tax assets 72,337 71,752 Valuation allowance for net deferred tax assets (74,777) (73,950) Net deferred tax liability after valuation allowance $ (2,440) $ (2,198) |
Reconciliation of unrecognized tax benefits | Year Ended December 31, (in thousands) 2020 2019 Unrecognized tax benefits at January 1 $ 2,898 $ 3,095 Reductions to unrecognized tax benefits from lapse of statutes of limitations (37) (197) Unrecognized tax benefits at December 31 $ 2,861 $ 2,898 Unrecognized tax benefits from discontinued operations at December 31 $ 964 $ 998 Unrecognized tax benefits from continuing operations at December 31 1,897 1,900 $ 2,861 $ 2,898 |
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 2015 to Present Canada None 2018 to Present China None 2012 to 2017 The Netherlands None 2017 to 2018 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
REVENUE. | |
Schedule of disaggregation of revenue | Disaggregated revenue by type of contract was as follows. Year Ended December 31, (in thousands) 2020 2019 Cost-plus reimbursement contracts $ 238,529 $ 210,538 Fixed-price contracts 30,522 35,249 Total $ 269,051 $ 245,787 Disaggregated revenue by the geographic area where the work was performed was as follows: Year Ended December 31, (in thousands) 2020 2019 United States $ 233,297 $ 228,820 Canada 35,754 16,967 Total $ 269,051 $ 245,787 |
Costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings | December 31, (in thousands) 2020 2019 Costs incurred on uncompleted contracts $ 235,035 $ 214,887 Earnings recognized on uncompleted contracts 34,016 30,902 Total 269,051 245,789 Less—billings to date (263,611) (241,263) Net $ 5,440 $ 4,526 Contract assets $ 7,969 $ 7,225 Contract liabilities (2,529) (2,699) Net $ 5,440 $ 4,526 |
Schedule of transaction price allocated to the remaining performance obligations | (in thousands) 2021 2022 Thereafter Total Remaining performance obligations $ 165,304 $ 79,942 $ 198,604 $ 443,850 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
DEBT | |
Schedule of debt | December 31, (in thousands) 2020 2019 Revolving Credit Facility $ 352 $ 10,849 Current portion of Term Loan 1,050 700 Current debt $ 1,402 $ 11,549 Term Loan $ 33,950 $ 33,687 Debt discount from refinancing to new loan (991) - Unamortized deferred financing costs (2,231) (1,029) Long-term debt, net $ 30,728 $ 32,658 Total debt, net $ 32,130 $ 44,207 |
Summary of maturity of the closing date term loans | December 31, (in thousands) 2021 $ 1,050 2022 1,050 2023 1,050 2024 1,050 2025 30,800 Total $ 35,000 |
Schedule of deferred financing costs amortized to Interest Expense | December 31, (in thousands) 2020 2019 Term loan* $ 458 $ 380 Revolving credit facility 304 235 Total $ 762 $ 615 * 2020 does not include the $0.8 million of amortization expenses that were written off on the Prior Term Loan and included in the $1.5 million loss on extinguishment of debt. |
Schedule of unamortized deferred financing costs | December 31, (in thousands) Location 2020 2019 Term Loan Long-term debt, net $ 2,231 $ 1,029 Revolving Credit Facility Other long-term assets 1,890 419 Total $ 4,121 $ 1,448 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | Year Ended December 31, (in thousands, except share data) 2020 2019 Income from continuing operations $ 1,983 $ 1,022 Basic income per common share: Weighted average common shares outstanding 23,676,458 18,700,107 Basic income per common share $ 0.08 $ 0.05 Diluted income per common share: Weighted average common shares outstanding 23,676,458 18,700,107 Diluted effect: Unvested portion of restricted stock units and awards 541,539 221,905 Weighted average diluted common shares outstanding 24,217,997 18,922,012 Diluted income per common share $ 0.08 $ 0.05 |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | Year Ended December 31, 2020 2019 Unvested service-based restricted stock and restricted stock unit awards 354,257 422,486 Unvested performance- and market-based restricted stock unit awards 1,628,606 892,814 Stock options — 122,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Service vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units at December 31, 2019 922,502 2.41 Granted 946,167 1.50 Vested (393,212) 2.48 Modified - — Forfeited (66,042) 1.74 Unvested restricted stock and restricted stock units at December 31, 2020 1,409,415 $ 2.41 |
Performance vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock units at December 31, 2019 171,204 $ 2.35 Granted 1,178,213 1.50 Vested (320,074) 1.22 Modified — — Forfeited (147,295) 1.37 Unvested restricted stock units at December 31, 2020 882,048 $ 1.79 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
EMPLOYEE BENEFIT PLANS. | |
Summary of plan information relating to participation in multiemployer pension plans | 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 2020 2019 Implemented 2020 2019 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Endangered Critical Rehabilitation Plan Adopted 05/28/17 2,622 2,139 No (7) Multiple Agreements 3 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green 336 280 Multiple Agreements 3 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehabilitation Plan Adopted 2008 74 70 No (7) Multiple Agreements 3 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 441 303 04/30/22 4 IBEW Local 1579 Pension Plan 58-1254974 001 Green Endangered Funding Improvement Plan Adopted 08/11/17 774 385 Varies through 07/31/20 6 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green 185 250 Annual Agreements-Automatic Renewal 1 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Seriously Endangered Funding Improvement Plan Updated 2017 2,327 1,853 Multiple Agreements 3 Laborers National Pension Fund 75-1280827 001 Critical Critical Rehabilitation Plan Adopted 2017 225 176 Multiple Agreements 3 National Asbestos Workers Pension Plan 52-6038497 001 Critical Endangered Rehabilitation Plan Updated 12/2010 1,165 1,288 No (8) Multiple Agreements 3 National Electrical Benefits Fund 53-0181657 001 Green Green 354 308 Multiple Agreements 3 New Jersey Building Laborers Statewide Pension Fund 22-6077693 001 Critical Critical Rehabilitation Plan Adopted 2010 616 40 No (7) Multiple Agreements 5 Plumbers & Pipefitters National Pension Fund 52-6152779 001 Endangered Endangered Funding Improvement Plan Adopted 04/05/10 201 284 Multiple Agreements 3 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green Green 180 162 Annual Agreements-Automatic Renewal 1 Sheet Metal Workers' National Pension Fund 52-6112463 001 Endangered Endangered Funding Improvement Plan Updated 01/01/17 71 204 Multiple Agreements 3 Southern Ironworkers Pension Plan 59-6227091 001 Green Green 315 260 Varies through 07/31/20 6 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Seriously Endangered Rehabilitation Plan Adopted 310 322 No (8) Annual Agreements-Automatic Renewal 1 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green Green 15 99 Annual Agreements-Automatic Renewal 2 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green Green 45 153 Annual Agreements-Automatic Renewal 2 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Endangered Funding Improvement Plan Adopted 03/05/12 59 287 Annual Agreements-Automatic Renewal 2 All Others 1,496 1,358 11,811 10,221 (1) 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. (2) 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. (3) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. (4) Defined Benefit Plan for Union employed at Con Ed sites. (5) Defined Benefit Plans for Unions employed through the GPPMA agreement for San Onofre, Oyster Creek, Pilgrim, Waterford III, Calvert Cliffs Nuclear Plants (Holtec). (6) Defined Benefit Plans for Unions employed through the Nuclear Power Construction Agreement. The Nuclear Power Construction Agreement is for new work at Vogtle and runs through the duration of the project. (7) No surcharge required if proper rehabilitation plan adopted in labor agreement. (8) No surcharge required if plan is not in Critical or Critical & Declining Status. |
MAJOR CUSTOMERS AND CONCENTRA_2
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts receivable | Credit Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | December 31, Customer 2020 2019 Southern Nuclear Operating Company Tennessee Valley Authority * Bruce Power * *Less than 10% |
Revenues | Customer Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | Year Ended December 31, Customer 2020 2019 Southern Nuclear Operating Company Tennessee Valley Authority Richmond County Constructors, LLC ("RCC") Energy Northwest * All others Total *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
OTHER SUPPLEMENTAL INFORMATION | |
Schedule of other current assets | December 31, (in thousands) 2020 2019 Unamortized commercial insurance premiums $ 1,903 1,025 Cash collateral on commercial insurance claims 585 445 Prepaid health insurance premiums 207 — Workers compensation refund 265 — Sales tax receivable - Canada 2,097 144 Surety bond - Canada 45 — Letters of credit 474 — Security deposits - real estate 62 57 Prepaid subscription and licenses 224 97 Prepaid audit and consulting - fees 208 381 Sick leave adjustment 90 90 Entertainment and events 32 — Other short-term assets 265 244 Total $ 6,457 $ 2,483 |
Schedule of other long-term assets | December 31, (in thousands) 2020 2019 Equity method investment in RCC $ 1,737 $ 2,265 Right-of-use lease assets 2,029 5,743 Other long-term assets 1,946 541 Total $ 5,712 $ 8,549 |
Schedule of other current liabilities | December 31, (in thousands) 2020 2019 Accrued workers compensation $ 506 $ 604 Accrued job cost 1,081 1,320 Accrued legal and professional fees 72 36 Short-term lease liability 1,362 2,985 Other accrued expenses 4,149 1,463 Total $ 7,170 $ 6,408 |
Schedule of other long-term liabilities | December 31, (in thousands) 2020 2019 Long-term lease liability 1,011 2,939 Liability for uncertain tax positions 1,087 1,030 Other long-term liabilities - 59 Total $ 2,098 $ 4,028 |
Schedule of disaggregated long-lived assets by the geographic area | December 31, (in thousands) 2020 2019 United States $ 51,825 $ 56,033 Canada 206 271 Total $ 52,031 $ 56,304 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity method investment, ownership percentage | 25.00% | |||
Equity method investment | $ 1,737 | $ 2,265 | ||
Accounts receivable, net | 27,549 | 38,218 | ||
Cash and cash equivalents deposited with financial institutions | 9,184 | 7,818 | $ 4,942 | |
Restricted Cash | ||||
Restricted cash | $ 468 | $ 468 | ||
Minimum | ||||
Vesting period | 1 year | |||
Maximum | ||||
Product warranty term | 2 years | |||
Vesting period | 4 years | |||
United States | ||||
Percentage of revenue | 86.70% | 93.10% | ||
Cash and cash equivalents deposited with financial institutions | $ 3,900 | |||
Canada | ||||
Percentage of revenue | 13.30% | 7.90% | ||
Cash and cash equivalents deposited with financial institutions | $ 4,800 | |||
Collateral for Letter of Credit and Credit Card Obligations | ||||
Restricted Cash | ||||
Restricted cash | 500 | $ 500 | ||
Other Noncurrent Assets | ||||
Equity method investment | 1,700 | 2,300 | ||
Equity Method Investee | ||||
Accounts receivable, net | 3,900 | 2,700 | ||
Net income | 1,200 | 1,500 | ||
Dividends received | $ 1,700 | $ 500 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Utilize package of practical expedients | true | ||
Lease liabilities | $ 2,355 | ||
Right-of-use assets | $ 2,029 | $ 5,743 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 10 years | ||
ASU 2016-02 | Adjustment | |||
Lessee, Lease, Description [Line Items] | |||
Lease liabilities | $ 8,700 | ||
Right-of-use assets | $ 8,500 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Components of lease expense: | ||
Operating lease cost | $ 3,679 | $ 4,846 |
Short-term lease cost | 2,601 | 2,429 |
Sublease income | (66) | |
Total lease cost | $ 6,280 | $ 7,209 |
LEASES - Right-of use Assets an
LEASES - Right-of use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Right-of-use assets | $ 2,029 | $ 5,743 |
Financial position | Other long-term assets | Other long-term assets |
Short-term lease liabilities | $ 1,362 | $ 2,985 |
Financial position | us-gaap:OtherLiabilitiescurrent | us-gaap:OtherLiabilitiescurrent |
Long-term lease liabilities | $ 1,011 | $ 2,939 |
Financial position | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 2,373 | $ 5,924 |
LEASES - Supplemental Informati
LEASES - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
LEASES | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases | $ 4,021 | $ 4,884 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,290 | $ 10,255 |
Weighted-average remaining lease term - operating leases | 1 year 9 months 18 days | 2 years 1 month 2 days |
Weighted-average remaining lease term - finance leases | 3 years 2 months 23 days | 4 years 2 months 23 days |
Weighted-average discount rate - operating leases | 9.00% | 9.00% |
Weighted-average discount rate - finance leases | 9.00% | 9.00% |
LEASES - Remaining Lease Paymen
LEASES - Remaining Lease Payments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Operating leases maturities: | |
2021 | $ 1,637 |
2022 | 838 |
2023 | 202 |
2024 | 6 |
2025 | 3 |
Total lease payments | 2,686 |
Less: interest | (331) |
Present value of lease liabilities | 2,355 |
Finance leases maturities: | |
2021 | 6 |
2022 | 6 |
2023 | 6 |
2024 | 1 |
Total lease payments | 19 |
Less: interest | (1) |
Present value of lease liabilities | $ 18 |
CHANGES IN BUSINESS - Discontin
CHANGES IN BUSINESS - Discontinued Operation and Disposition (Details) - USD ($) $ in Thousands | Jul. 11, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Income (loss) before income taxes | ||||
Loss from discontinued operations before income taxes | $ (405) | $ (234) | ||
Income tax expense (benefit) | 40 | (1,398) | ||
Income (loss) from discontinued operations | (445) | 1,164 | ||
Discontinued operations, disposed of by means other than sale | Electrical Solutions | Pension | ||||
Income (loss) before income taxes | ||||
Loss (gain) on disposal of discontinued operations | $ 2,900 | |||
Expected Periodic Payment | $ 300 | |||
Expected Payment Period | 18 years | |||
Discontinued operations disposed of by sale | Mechanical Solutions | ||||
Assets: | ||||
Other current assets | $ 200 | |||
Liabilities: | ||||
Other current liabilities | $ 800 | |||
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 | $ 0 | 0 | ||
Uncollected receivables | $ 200 | |||
Discontinued operations disposed of by sale | Mechanical Solutions | Interest expense. | ||||
Income (loss) before income taxes | ||||
Loss (gain) on disposal of discontinued operations | (400) | |||
Discontinued operations, held-for-sale or disposed of by sale | ||||
Liabilities: | ||||
Current liabilities of discontinued operations | 342 | 340 | ||
Liability for pension obligation | 2,670 | 2,708 | ||
Liability for uncertain tax positions | 1,796 | 1,778 | ||
Long-term liabilities of discontinued operations | 4,466 | 4,486 | ||
Total liabilities of discontinued operations | 4,808 | 4,826 | ||
Income (loss) before income taxes | ||||
General and administrative expenses | 197 | 21 | ||
Other | 208 | 213 | ||
Loss from discontinued operations before income taxes | (405) | (234) | ||
Income tax expense (benefit) | 40 | (1,398) | ||
Income (loss) from discontinued operations | $ (445) | $ 1,164 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment | ||
Capital lease assets | $ 27 | |
Property, plant and equipment, gross | 13,453 | $ 13,652 |
Less accumulated depreciation | (13,144) | (13,379) |
Property, plant and equipment, net | 309 | 273 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 495 | 474 |
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 | $ 4,236 | 4,227 |
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 | $ 8,695 | 8,668 |
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 | $ 0 | $ 283 |
Capital Lease Assets | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 5 years |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
PROPERTY, PLANT AND EQUIPMENT | ||
Depreciation expense | $ 200 | $ 300 |
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, 2020 | Dec. 31, 2019 | |
Goodwill impairment | $ 0 | $ 0 |
Trade Names | ||
Indefinite lived intangible assets | 12,500 | 12,500 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | ||
Impairment of intangible assets | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income before income taxes | ||
Domestic | $ (1,130) | $ 2,075 |
Foreign | 4,498 | (720) |
Income from continuing operations before income tax expense | 3,368 | 1,355 |
Loss from discontinued operations | (405) | (234) |
Income before income tax expense | $ 2,963 | $ 1,121 |
INCOME TAXES - Expense by Juris
INCOME TAXES - Expense by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
State | $ 61 | |
Foreign | $ 1,183 | (642) |
Total current | 1,183 | (581) |
Deferred: | ||
Federal | 92 | (88) |
State | 149 | (396) |
Foreign | 1 | |
Total deferred | 242 | (484) |
Income tax expense (benefit) | $ 1,425 | $ (1,065) |
INCOME TAXES - Continuing and D
INCOME TAXES - Continuing and Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAXES | ||
Continuing operations | $ 1,385 | $ 333 |
Discontinued Operations | 40 | (1,398) |
Income tax expense (benefit) | $ 1,425 | $ (1,065) |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount | ||||
Tax expense (benefit) computed at the maximum U.S. statutory rate, amount | $ 707 | $ 284 | ||
Difference resulting from state income taxes, net of federal income tax benefits, amount | 646 | (348) | ||
State tax rate difference | (273) | 43 | ||
Non-deductible expenses, other, amount | 103 | 130 | ||
Change in net operating loss carryforward, amount | (1,116) | 2,705 | ||
Change in valuation allowance, amount | 914 | (1,534) | ||
Change in foreign tax credits, amount | 641 | 2,288 | ||
Bankruptcy reorganization costs | (3) | (2,533) | ||
Other, net, amount | (234) | (702) | ||
Total tax expense | $ 1,385 | $ 333 | ||
Effective Income Tax Rate Reconciliation, Percent | ||||
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 21.00% | 21.00% | 21.00% | 35.00% |
Difference resulting from state income taxes, net of federal income tax benefits, percentage | 19.20% | (25.70%) | ||
State tax rate difference, percentage | (8.10%) | 3.20% | ||
Non-deductible expenses, other, percentage | 3.00% | 9.60% | ||
Change in net operating loss carryforward, percentage | (33.10%) | 199.60% | ||
Change in valuation allowance, percentage | 27.10% | (113.20%) | ||
Change in foreign tax credits, percentage | 19.00% | 168.90% | ||
Bankruptcy reorganization costs, percentage | (0.10%) | (187.00%) | ||
Other, net, percentage | (6.90%) | (51.80%) | ||
Total tax expense, percentage | 41.10% | 24.60% |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets: | ||||
Cost in excess of identifiable net assets of business acquired | $ 5,111 | $ 5,904 | ||
Reserves and other accruals | 3,767 | 4,058 | ||
Tax credit carryforwards | 6,440 | 5,289 | ||
Accrued compensation and benefits | 3,577 | 1,940 | ||
State net operating loss carryforwards | 12,465 | 12,815 | ||
Federal net operating loss carryforwards | 46,572 | 47,679 | ||
Gain/loss on assets held for sale | 1,434 | 1,434 | ||
Other | 5,633 | 4,978 | ||
Total | 84,999 | 84,097 | ||
Liabilities: | ||||
Indefinite life intangibles | (12,255) | (12,026) | ||
Property and equipment | (407) | (319) | ||
Net deferred tax assets | 72,337 | 71,752 | ||
Valuation allowance for net deferred tax assets | (74,777) | (73,950) | ||
Net deferred tax liability after valuation allowance | $ (2,440) | $ (2,198) | ||
Statutory tax rate (as a percent) | 21.00% | 21.00% | 21.00% | 35.00% |
Increase in valuation allowance | $ 800 | |||
Amount of future financial taxable income needed to realize deferred tax assets | $ 293,500 |
INCOME TAXES - NOL and Tax Cred
INCOME TAXES - NOL and Tax Credit Carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Operating Loss Carryforwards | |
Percentage of post 2017 NOLs, deductible | 80.00% |
Federal. | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 220.6 |
Federal. | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2026 |
Federal. | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2037 |
State | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 271.9 |
State | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2021 |
State | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2040 |
Foreign | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 5.2 |
Expiration date | Dec. 31, 2040 |
Tax credit carryforward | $ 4.5 |
Foreign | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2021 |
Foreign | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2030 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance | ||
Deferred income tax liabilities related to indefinite-lived intangibles | $ 12,255 | $ 12,026 |
Income Tax Expense (Benefit) | 1,385 | 333 |
Valuation allowance for net deferred tax assets | (74,777) | $ (73,950) |
Undistributed earnings of the foreign subsidiaries | 5,700 | |
Canada. | ||
Valuation Allowance | ||
Income Tax Expense (Benefit) | $ 1,400 |
INCOME TAXES - Uncertain Tax Po
INCOME TAXES - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | $ 2,898 | $ 3,095 |
Reductions to unrecognized tax benefits from lapse of statutes of limitations | (37) | (197) |
Unrecognized tax benefits at December 31 | 2,861 | 2,898 |
Unrecognized tax benefits that would affect the effective tax rate | 400 | 400 |
Maximum uncertain tax positions expected to lapse in 2021 | 100 | |
Interest and penalties related to uncertain income tax positions | 1,300 | 1,200 |
Deferred federal employer payroll taxes, coronavirus aid, relief and economic security act | 4,900 | |
Continuing Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 1,900 | |
Unrecognized tax benefits at December 31 | 1,897 | 1,900 |
Discontinued Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 998 | |
Unrecognized tax benefits at December 31 | $ 964 | $ 998 |
Minimum | United States | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2006 | |
Minimum | Mexico. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2015 | |
Minimum | Canada. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2018 | |
Minimum | China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2012 | |
Minimum | The Netherlands | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2017 | |
Maximum | China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2017 | |
Maximum | The Netherlands | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2018 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of revenue | ||
Revenue | $ 269,051 | $ 245,787 |
United States | ||
Disaggregation of revenue | ||
Revenue | 233,297 | 228,820 |
Canada | ||
Disaggregation of revenue | ||
Revenue | 35,754 | 16,967 |
Cost-plus reimbursement contracts | ||
Disaggregation of revenue | ||
Revenue | 238,529 | 210,538 |
Fixed-price contracts | ||
Disaggregation of revenue | ||
Revenue | $ 30,522 | $ 35,249 |
REVENUE - Contract assets and t
REVENUE - Contract assets and the contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in the contract assets and the contract liabilities | ||
Costs incurred on uncompleted contracts | $ 235,035 | $ 214,887 |
Earnings recognized on uncompleted contracts | 34,016 | 30,902 |
Total | 269,051 | 245,789 |
Less - billings to date | (263,611) | (241,263) |
Net | 5,440 | 4,526 |
Contract assets | 7,969 | 7,225 |
Contract liabilities | (2,529) | $ (2,699) |
Revenue recognized from contracts in progress liability balance at December 31, 2019 | 2,700 | |
Revenue recognized from contracts in progress liability balance at December 31, 2020 | $ 2,700 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) - Fixed-price contracts $ in Thousands | Dec. 31, 2020USD ($) |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 443,850 |
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 | $ 165,304 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 79,942 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 198,604 |
Expected timing of satisfaction |
DEBT (Details)
DEBT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 16, 2020 | |
Debt | |||
Loss on extinguishment of debt | $ 1,455,000 | ||
Current portion of term loan | 1,050,000 | $ 700,000 | |
Current debt | 1,402,000 | ||
Unamortized deferred financing fees | (4,121,000) | (1,448,000) | |
Long-term debt, net | 30,728,000 | 32,658,000 | |
Total debt, net | 32,130,000 | ||
Amounts drawn upon letters of credit | 0 | ||
Amortization of deferred financing costs | 1,536,000 | 615,000 | |
Amortization of deferred financing costs excluding those costs written off upon extinguishment of debt. | 762,000 | ||
Scheduled maturities of the New Centre Lane Facility | |||
Total debt, net | $ 32,130,000 | ||
If Total Leverage Ratio is Greater Than 3.00 | |||
Debt | |||
Interest rate if required threshold leverage ratio is maintained | 50.00% | ||
If Total Leverage Ratio is Equal to or Less Than 3.00 and Greater Than 2.00 | |||
Debt | |||
Interest rate if required threshold leverage ratio is maintained | 25.00% | ||
Term loan | |||
Debt | |||
Maximum borrowing capacity | $ 50,000,000 | ||
Term loan | $ 33,950,000 | ||
Current portion of term loan | 1,050,000 | ||
Unamortized deferred financing fees | $ (2,231,000) | ||
Interest rate on letters of credit issued under the revolving letter of credit sublimit | 9.50% | ||
Amortization of deferred financing costs excluding those costs written off upon extinguishment of debt. | $ 458,000 | ||
Current interest rate (as a percent) | 9.00% | ||
Interest rate if required threshold leverage ratio is maintained | 8.50% | ||
Term loan | Minimum | |||
Debt | |||
Threshold total leverage ratio under debt instrument | 2.50 | ||
Term loan | Maximum | |||
Debt | |||
Threshold total leverage ratio under debt instrument | 2.50 | ||
Default spread on interest rate (as a percent) | 250.00% | ||
Term loan | Base Rate loans | |||
Debt | |||
Interest rate percentage (as a percent) | 9.00% | ||
Term loan | LIBOR-based loans | |||
Debt | |||
Interest rate percentage (as a percent) | 8.50% | ||
Term loan | LIBOR-based loans | Minimum | |||
Debt | |||
Interest rate if required threshold leverage ratio is maintained | 1.00% | ||
Floor rate (as a percent) | 1.00% | ||
Closing Date Term Loan | |||
Debt | |||
Maximum borrowing capacity | 35,000,000 | ||
Total debt, net | $ 35,000,000 | ||
Scheduled maturities of the New Centre Lane Facility | |||
2021 | 1,050,000 | ||
2022 | 1,050,000 | ||
2023 | 1,050,000 | ||
2024 | 1,050,000 | ||
2025 | 30,800,000 | ||
Total debt, net | 35,000,000 | ||
Delayed Draw Term Loan Facility | |||
Debt | |||
Maximum borrowing capacity | 15,000,000 | ||
Revolving Credit Facility | |||
Debt | |||
Maximum borrowing capacity | $ 30,000,000 | ||
Current debt | 352,000 | ||
Amortization of deferred financing costs | $ 304,000 | ||
Floor rate (as a percent) | 1.00% | ||
Closing fee under the line of credit facility | $ 200,000 | ||
Unused line fee (as a percent) | 0.25% | ||
Collateral monitoring fee | $ 2,500 | ||
Early termination fee | 2.00% | ||
Revolving Credit Facility | If Early Termination Occurs on or Prior to First Anniversary of Closing Date | |||
Debt | |||
Early termination fee | 1.00% | ||
Revolving Credit Facility | If Early Termination Occurs After First Anniversary of Closing Date | |||
Debt | |||
fronting fee | 0.25% | ||
Revolving Credit Facility | Base Rate loans | |||
Debt | |||
Interest rate percentage (as a percent) | 1.25% | ||
Revolving Credit Facility | LIBOR-based loans | |||
Debt | |||
Interest rate percentage (as a percent) | 2.25% | ||
Revolving Credit Facility | Canadian Dollar Offered Rate | |||
Debt | |||
Floor rate (as a percent) | 1.00% | ||
Default spread on interest rate (as a percent) | 2.00% | ||
Letters of credit | |||
Debt | |||
Maximum borrowing capacity | $ 2,000,000 | ||
Swing Loan Member | |||
Debt | |||
Maximum borrowing capacity | 3,000,000 | ||
Canadian Dollar Loans | |||
Debt | |||
Maximum borrowing capacity | 8,000,000 | ||
New Centre Lane Facility | |||
Debt | |||
Maximum borrowing capacity | $ 35,000,000 | ||
Loan term (in years) | 4 years | ||
Amortization of deferred financing costs | $ 380,000 | ||
Payment Surety Bond | |||
Debt | |||
Outstanding surety bond | 31,000,000 | ||
Performance Bond | |||
Debt | |||
Outstanding surety bond | 59,300,000 | ||
Revolving Credit Facility | |||
Debt | |||
Current debt | 11,549,000 | ||
Long-term debt, net | 32,658,000 | ||
Total debt, net | 44,207,000 | ||
Scheduled maturities of the New Centre Lane Facility | |||
Total debt, net | 44,207,000 | ||
Revolving Credit Facility | Term loan | |||
Debt | |||
Debt discount from refinancing to new loan | (991,000) | ||
Revolving Credit Facility | New Centre Lane Facility | |||
Debt | |||
Term loan | 33,687,000 | ||
Current portion of term loan | 700,000 | ||
Unamortized deferred financing fees | $ (1,029,000) | ||
Secured Asset Based Revolving Credit Facility | |||
Debt | |||
Loan term (in years) | 3 years | ||
Amortization of deferred financing costs | $ 235,000 | ||
Secured Asset Based Revolving Credit Facility | Midcap Financial Trust | |||
Debt | |||
Maximum borrowing capacity | 15,000,000 | ||
Current debt | 10,849,000 | ||
Midcap Financial Trust Agent Member And New Center Lane | |||
Debt | |||
Outstanding borrowings | 0 | ||
Penalties relating to prepayment of debt | 700,000 | ||
New Centre Lane Facility | |||
Debt | |||
Non-cash deferred interest costs | 800,000 | ||
Previous Credit Facility | |||
Debt | |||
Loss on extinguishment of debt | 1,400,000 | ||
Term Loan Facility | |||
Debt | |||
Loss on extinguishment of debt | $ (1,500,000) | ||
Default spread on interest rate (as a percent) | 2.00% | ||
Threshold excess cash flow | $ 500,000 | ||
Term Loan Facility | First Anniversary of Closing Date | |||
Debt | |||
Prepayment premium, percentage | 3.00% | ||
Term Loan Facility | Second Anniversary of Closing Date | |||
Debt | |||
Prepayment premium, percentage | 2.00% | ||
Term Loan Facility | Third Anniversary of Closing Date | |||
Debt | |||
Prepayment premium, percentage | 1.00% | ||
Term Loan Facility | Minimum | |||
Debt | |||
Outstanding principal that can be prepaid in whole or in part | $ 1,000,000 | ||
Term Loan Facility | First Out Term Loan | |||
Debt | |||
Amortization of deferred financing costs | 800,000 | ||
Other Noncurrent Assets | Revolving Credit Facility | |||
Debt | |||
Unamortized deferred financing fees | (1,890,000) | ||
Other Noncurrent Assets | Secured Asset Based Revolving Credit Facility | |||
Debt | |||
Unamortized deferred financing fees | (419,000) | ||
Long-term debt, net | Term loan | |||
Debt | |||
Unamortized deferred financing fees | $ (2,231,000) | ||
Long-term debt, net | New Centre Lane Facility | |||
Debt | |||
Unamortized deferred financing fees | $ (1,029,000) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from issuance of common stock | $ 6,489 | ||
EARNINGS (LOSS) PER SHARE | |||
Common stock, shares outstanding | 25,336,442 | 19,057,195 | |
Net (loss) income (basic and diluted): | |||
Income (loss) from continuing operations | $ 1,983 | $ 1,022 | |
Basic earnings (loss) per common share: | |||
Weighted average common shares outstanding | 23,676,458 | 18,700,107 | |
Basic earnings (loss) per common share | $ 0.08 | $ 0.05 | |
Diluted earnings (loss) per common share: | |||
Weighted average common shares outstanding | 23,676,458 | 18,700,107 | |
Diluted effect: | |||
Unvested portion of restricted stock units and awards | 541,539 | 221,905 | |
Weighted average diluted common shares outstanding | 24,217,997 | 18,922,012 | |
Diluted earnings (loss) per common share | $ 0.08 | $ 0.05 | |
Rights offering | |||
Value of shares issued in backstopped rights offering | $ 7,000 | ||
Proceeds from issuance of common stock | $ 6,500 | ||
Issuance of common stock (in shares) | 5,384,615 | ||
Restricted Stock | |||
EARNINGS (LOSS) PER SHARE | |||
Unvested restricted stock included in reportable shares | 550,857 | 282,059 | |
Restricted Stock | Service vesting | |||
EARNINGS (LOSS) PER SHARE | |||
Unvested restricted stock included in reportable shares | 1,409,415 | 922,502 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock | Service vesting | ||
Anti-dilutive shares | 354,257 | 422,486 |
Restricted Stock | Performance And Market Vesting | ||
Anti-dilutive shares | 1,628,606 | 892,814 |
Stock options | ||
Anti-dilutive shares | 122,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Millions | Mar. 13, 2020director$ / sharesshares | Mar. 31, 2020$ / sharesshares | Dec. 31, 2020USD ($)plan$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | May 31, 2015shares |
Stock-based compensation | |||||
Number of equity incentive plans | plan | 1 | ||||
Related excess tax benefit | $ | $ 0 | $ 0 | |||
Restricted Stock | |||||
Stock-based compensation | |||||
Unrecognized compensation expense related to unvested restricted stock award | $ | $ 2.5 | ||||
Weighted average recognized period | 1 year 7 months 6 days | ||||
Fair value of share vested | $ | $ 0.8 | $ 0.7 | |||
Weighted average grant date fair value | $ / shares | $ 1.98 | $ 2.29 | |||
Restricted Stock | Service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 946,167 | ||||
Vested (in shares) | 393,212 | ||||
Weighted average grant date fair value | $ / shares | $ 2.41 | 2.41 | |||
2015 Plan | Restricted Stock | |||||
Stock-based compensation | |||||
Stock based award, number of shares authorized for issuance | 3,500,000 | ||||
Stock based award, number of shares available for future award | 1,780,675 | ||||
Granted (in shares) | 946,167 | ||||
2015 Plan | Restricted Stock | Service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 946,167 | ||||
2015 Plan | Performance-Based Shares | |||||
Stock-based compensation | |||||
Granted (in shares) | 1,178,213 | ||||
Vested (in shares) | 320,074 | ||||
Weighted average grant date fair value | $ / shares | $ 1.79 | $ 2.35 | |||
Percentage of operating income performance objective | 50.00% | ||||
Percentage of free cash flow objective | 50.00% | ||||
2015 Plan | Performance-Based Shares | Cash-based vesting | |||||
Stock-based compensation | |||||
Liability | $ | $ 0.4 | ||||
2015 Plan | Performance-Based Shares | Maximum | |||||
Stock-based compensation | |||||
Award payouts | 200.00% | ||||
2015 Plan | Performance-Based Shares | Minimum | |||||
Stock-based compensation | |||||
Award payouts | 50.00% | ||||
2015 Plan | Cash-based Awards | |||||
Stock-based compensation | |||||
Fair value granted | $ | $ 1.7 | ||||
2015 Plan | Cash-based Awards | Maximum | |||||
Stock-based compensation | |||||
Award payouts | 200.00% | ||||
2015 Plan | Cash-based Awards | Minimum | |||||
Stock-based compensation | |||||
Award payouts | 50.00% | ||||
General and administrative expenses | |||||
Stock-based compensation | |||||
Stock-based compensation expense | $ | $ 2.5 | $ 1.6 | |||
Certain Employees | 2015 Plan | Restricted Stock | Service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 580,312 | ||||
Weighted average recognized period | 3 years | ||||
Weighted average grant date fair value | $ / shares | $ 1.11 | ||||
Certain Employees | 2015 Plan | Performance-Based Shares | |||||
Stock-based compensation | |||||
Granted (in shares) | 1,178,213 | ||||
Weighted average recognized period | 3 years | ||||
Director | 2015 Plan | Restricted Stock | Service vesting | |||||
Stock-based compensation | |||||
Granted (in shares) | 365,855 | ||||
Weighted average recognized period | 1 year | ||||
Weighted average grant date fair value | $ / shares | $ 1.23 | ||||
Number of non-employee directors vested with service-based restricted stock awards | director | 5 |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activity (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Restricted Stock | |
Number of Shares | |
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 282,059 |
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 550,857 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested restricted stock at the beginning of the period (in dollars per share) | $ / shares | $ 2.29 |
Unvested restricted stock at the end of the period (in dollars per share) | $ / shares | $ 1.98 |
Restricted Stock | Service vesting | |
Number of Shares | |
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 922,502 |
Granted (in shares) | 946,167 |
Vesting (in shares) | (393,212) |
Forfeited (in shares) | (66,042) |
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 1,409,415 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested restricted stock at the beginning of the period (in dollars per share) | $ / shares | $ 2.41 |
Granted (in dollars per share) | $ / shares | 1.50 |
Vested (in dollars per share) | $ / shares | 2.48 |
Forfeited (in dollars per share) | $ / shares | 1.74 |
Unvested restricted stock at the end of the period (in dollars per share) | $ / shares | $ 2.41 |
Restricted Stock | 2015 Plan | |
Number of Shares | |
Granted (in shares) | 946,167 |
Restricted Stock | 2015 Plan | Service vesting | |
Number of Shares | |
Granted (in shares) | 946,167 |
Performance-Based Shares | 2015 Plan | |
Number of Shares | |
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 171,204 |
Granted (in shares) | 1,178,213 |
Vesting (in shares) | (320,074) |
Forfeited (in shares) | (147,295) |
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 882,048 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested restricted stock at the beginning of the period (in dollars per share) | $ / shares | $ 2.35 |
Granted (in dollars per share) | $ / shares | 1.50 |
Vested (in dollars per share) | $ / shares | 1.22 |
Forfeited (in dollars per share) | $ / shares | 1.37 |
Unvested restricted stock at the end of the period (in dollars per share) | $ / shares | $ 1.79 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)item | Dec. 31, 2019USD ($) | |
Defined Contribution Plan | ||
Defined Contribution Plan 401(k) | $ | $ 300,000 | $ 800,000 |
Multiemployer Pension Plans | ||
Number of multiemployer pension plans | item | 75 | |
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 - Employ
EMPLOYEE BENEFIT PLANS - Employer plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Participation in the multiemployer pension plans | ||
Contributions by the company | $ 11,811 | $ 10,221 |
Boilermaker-Blacksmith National Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 48-6168020 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 2,622 | $ 2,139 |
Multiemployer Plans, Surcharge | No | |
Central Pension Fund of the IUOE and Participating Employers | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 36-6052390 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 336 | $ 280 |
Central States, Southeast, and Southwest Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 36-6044243 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 74 | $ 70 |
Multiemployer Plans, Surcharge | No | |
Excavators Union Local 731 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 13-1809825 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 441 | $ 303 |
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 | 58-1254974 | |
Multiemployer Plans, Certified Zone Status | Green | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 774 | $ 385 |
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 | 62-6098036 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 185 | $ 250 |
IUPAT Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 52-6073909 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 2,327 | $ 1,853 |
Laborers National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 75-1280827 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 225 | $ 176 |
National Asbestos Workers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 52-6038497 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 1,165 | $ 1,288 |
Multiemployer Plans, Surcharge | No | |
National Electrical Benefits Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 53-0181657 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 354 | $ 308 |
New Jersey Building Laborers Statewide Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 22-6077693 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 616 | $ 40 |
Plumbers & Pipefitters National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 52-6152779 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 201 | $ 284 |
Plumber and Steamfitters Local Union No. 43 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 62-6101288 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 180 | $ 162 |
Sheet Metal Workers' National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 52-6112463 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 71 | $ 204 |
Southern Ironworkers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 59-6227091 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 315 | $ 260 |
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 | 62-0976048 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 310 | $ 322 |
Multiemployer Plans, Surcharge | No | |
Washington State Plumbing and Pipefitting Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 91-6029141 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 15 | $ 99 |
Washington-Idaho Laborers-Employers Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 91-6123988 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 45 | $ 153 |
Washington-Idaho-Montana Carpenters-Employers Retirement Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 91-6123987 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 59 | $ 287 |
All Other Pension Funds | ||
Participation in the multiemployer pension plans | ||
Contributions by the company | $ 1,496 | $ 1,358 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Insurance | ||
Health and general insurance expenses | $ 2.4 | $ 2.8 |
Self-insured risk retention accrual | 0.5 | 0.8 |
Possible workers compensation claim | ||
Insurance | ||
Outstanding letters of credit | 0.6 | $ 0.2 |
Executive employee | ||
Insurance | ||
Employee severance benefits | $ 2.6 |
MAJOR CUSTOMERS AND CONCENTRA_3
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Details) - Accounts receivable - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 24.00% | 45.00% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 15.00% | |
Bruce Power | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% |
MAJOR CUSTOMERS AND CONCENTRA_4
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK Risk (Details) - Revenues - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk | ||
Concentration risk percentage | 100.00% | 100.00% |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 31.00% | 26.00% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 18.00% | 22.00% |
RCC | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% | 14.00% |
Energy Northwest | ||
Concentration Risk | ||
Concentration risk percentage | 10.00% | |
All Others | ||
Concentration Risk | ||
Concentration risk percentage | 38.00% | 28.00% |
OTHER SUPPLEMENTAL INFORMATIO_2
OTHER SUPPLEMENTAL INFORMATION - Other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Unamortized commercial insurance premiums | $ 1,903 | $ 1,025 |
Cash collateral on commercial insurance claims | 585 | 445 |
Prepaid health insurance premiums | 207 | |
Workers compensation refund | 265 | |
Letters of credit | 474 | |
Security deposits - real estate | 62 | 57 |
Prepaid subscription and licenses | 224 | 97 |
Prepaid audit and consulting - fees | 208 | 381 |
Sick leave adjustment | 90 | 90 |
Entertainment and events | 32 | |
Other short-term assets | 265 | 244 |
Total | 6,457 | 2,483 |
Canada | ||
Sales tax receivable | 2,097 | $ 144 |
Surety bond | $ 45 |
OTHER SUPPLEMENTAL INFORMATIO_3
OTHER SUPPLEMENTAL INFORMATION - Other long-term assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
OTHER SUPPLEMENTAL INFORMATION | ||
Equity method investment in RCC | $ 1,737 | $ 2,265 |
Right-of-use lease assets | 2,029 | 5,743 |
Other long-term assets | 1,946 | 541 |
Other Assets, Noncurrent | $ 5,712 | $ 8,549 |
OTHER SUPPLEMENTAL INFORMATIO_4
OTHER SUPPLEMENTAL INFORMATION - Other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
OTHER SUPPLEMENTAL INFORMATION. | ||
Accrued workers compensation | $ 506 | $ 604 |
Accrued job cost | 1,081 | 1,320 |
Accrued legal and professional fees | 72 | 36 |
Short-term lease liability | 1,362 | 2,985 |
Other accrued expenses | 4,149 | 1,463 |
Total | $ 7,170 | $ 6,408 |
OTHER SUPPLEMENTAL INFORMATIO_5
OTHER SUPPLEMENTAL INFORMATION - Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
OTHER SUPPLEMENTAL INFORMATION | ||
Long-term lease liability | $ 1,011 | $ 2,939 |
Liability for uncertain tax positions | 1,087 | 1,030 |
Other long-term liabilities | 59 | |
Total | $ 2,098 | $ 4,028 |
OTHER SUPPLEMENTAL INFORMATIO_6
OTHER SUPPLEMENTAL INFORMATION - Disaggregated long-lived assets by the geographic area (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 52,031 | $ 56,304 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 51,825 | 56,033 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 206 | $ 271 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Restricted Stock | Feb. 04, 2021directorUSD ($)shares | Mar. 13, 2020shares | Dec. 31, 2020shares |
Service vesting | |||
Subsequent events | |||
Granted (in shares) | 946,167 | ||
2015 Plan | |||
Subsequent events | |||
Granted (in shares) | 946,167 | ||
2015 Plan | Service vesting | |||
Subsequent events | |||
Granted (in shares) | 946,167 | ||
Director | 2015 Plan | Service vesting | |||
Subsequent events | |||
Granted (in shares) | 365,855 | ||
Non-employee director | Subsequent Event | |||
Subsequent events | |||
Granted (in shares) | 164,388 | ||
Number of nonemployee directors receiving grants | director | 6 | ||
Number of shares granted to each non employee director | $ | 27,398 |