Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 06, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-16501 | |
Entity Registrant Name | Williams Industrial Services Group Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 73-1541378 | |
Entity Address, Address Line One | 100 Crescent Centre Parkway | |
Entity Address, Address Line Two | SuiteĀ 1240 | |
Entity Address, City or Town | Tucker | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30084 | |
City Area Code | 770 | |
Local Phone Number | 879-4400 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | WLMS | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,915,502 | |
Entity Central Index Key | 0001136294 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 7,710 | $ 8,716 |
Restricted cash | 468 | 468 |
Accounts receivable, net of allowance of $300 and $351, respectively | 30,753 | 27,549 |
Contract assets | 12,265 | 7,969 |
Other current assets | 8,116 | 6,457 |
Total current assets | 59,312 | 51,159 |
Property, plant and equipment, net | 642 | 309 |
Goodwill | 35,400 | 35,400 |
Intangible assets | 12,500 | 12,500 |
Other long-term assets | 5,763 | 5,712 |
Total assets | 113,617 | 105,080 |
Current liabilities: | ||
Accounts payable | 7,918 | 6,210 |
Accrued compensation and benefits | 18,540 | 15,800 |
Contract liabilities | 1,283 | 2,529 |
Short-term borrowings | 2,064 | 352 |
Current portion of long-term debt | 1,050 | 1,050 |
Other current liabilities | 9,872 | 7,170 |
Total current liabilities | 41,065 | 33,453 |
Long-term debt, net | 30,528 | 30,728 |
Deferred tax liabilities | 2,413 | 2,440 |
Other long-term liabilities | 1,738 | 2,098 |
Total liabilities | 79,948 | 73,185 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 26,384,670 and 25,926,333 shares issued, respectively, and 25,915,502 and 25,336,442 shares outstanding, respectively | 260 | 256 |
Paid-in capital | 90,836 | 90,292 |
Accumulated other comprehensive income | 62 | 28 |
Accumulated deficit | (57,483) | (58,673) |
Treasury stock, at par (469,168 and 589,891 common shares, respectively) | (6) | (8) |
Total stockholders' equity | 33,669 | 31,895 |
Total liabilities and stockholders' equity | 113,617 | 105,080 |
Discontinued operations disposed of by sale | ||
Current liabilities: | ||
Current liabilities of discontinued operations | 338 | 342 |
Long-term liabilities of discontinued operations | $ 4,204 | $ 4,466 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable allowance for doubtful accounts | $ 300 | $ 351 |
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 | 26,384,670 | 25,926,333 |
Common stock, shares outstanding | 25,915,502 | 25,336,442 |
Treasury stock at par | 469,168 | 589,891 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 91,571 | $ 72,549 | $ 152,422 | $ 138,696 |
Cost of revenue | 82,218 | 63,194 | 136,971 | 122,432 |
Gross profit | 9,353 | 9,355 | 15,451 | 16,264 |
Operating expenses | ||||
Selling and marketing expenses | 231 | 140 | 442 | 278 |
General and administrative expenses | 6,372 | 5,386 | 12,683 | 11,586 |
Depreciation and amortization expense | 46 | 57 | 87 | 98 |
Total operating expenses | 6,649 | 5,583 | 13,212 | 11,962 |
Operating income | 2,704 | 3,772 | 2,239 | 4,302 |
Interest expense, net | ||||
Interest expense, net | 1,213 | 1,566 | 2,506 | 3,099 |
Other income, net | (1,232) | (499) | (1,592) | (621) |
Total other (income) expense, net | (19) | 1,067 | 914 | 2,478 |
Income from continuing operations before income tax | 2,723 | 2,705 | 1,325 | 1,824 |
Income tax expense | 77 | 196 | 262 | 244 |
Income from continuing operations | 2,646 | 2,509 | 1,063 | 1,580 |
Discontinued operations: | ||||
Income (loss) from discontinued operations before income tax | 243 | (102) | 164 | (156) |
Income tax (benefit) expense | 18 | (98) | 37 | (80) |
Income (loss) from discontinued operations | 225 | (4) | 127 | (76) |
Net income | $ 2,871 | $ 2,505 | $ 1,190 | $ 1,504 |
Basic earnings per common share | ||||
Income from continuing operations | $ 0.10 | $ 0.10 | $ 0.04 | $ 0.07 |
Income (loss) from discontinued operations | 0.01 | 0 | 0.01 | 0 |
Basic earnings per common share | 0.11 | 0.10 | 0.05 | 0.07 |
Diluted earnings per common share | ||||
Income from continuing operations | 0.10 | 0.10 | 0.04 | 0.07 |
Income (loss) from discontinued operations | 0.01 | 0 | 0.01 | 0 |
Diluted earnings per common share | $ 0.11 | $ 0.10 | $ 0.05 | $ 0.07 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income | $ 2,871 | $ 2,505 | $ 1,190 | $ 1,504 |
Foreign currency translation adjustment | 30 | 4 | 34 | (254) |
Comprehensive income | $ 2,901 | $ 2,509 | $ 1,224 | $ 1,250 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Shares | Total |
Balance, Beginning at Dec. 31, 2019 | $ 198 | $ 81,964 | $ 222 | $ (60,211) | $ (9) | $ 22,164 |
Balance, Beginning (in shares) at Dec. 31, 2019 | 19,794,270 | (737,075) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of common stock | $ 54 | 6,478 | 6,532 | |||
Issuance of common stock (in shares) | 5,384,615 | |||||
Issuance of restricted stock units | $ 1 | 1 | ||||
Issuance of restricted stock units (in shares) | 423,341 | 80,207 | ||||
Tax withholding on restricted stock units | (65) | (65) | ||||
Tax withholding on restricted stock units(in shares) | (41,445) | |||||
Stock-based compensation | 376 | 376 | ||||
Foreign currency translation | (258) | (258) | ||||
Net income (loss) | (1,001) | (1,001) | ||||
Balance, Ending at Mar. 31, 2020 | $ 252 | 88,753 | (36) | (61,212) | $ (8) | 27,749 |
Balance, Ending (in shares) at Mar. 31, 2020 | 25,602,226 | (698,313) | ||||
Balance, Beginning at Dec. 31, 2019 | $ 198 | 81,964 | 222 | (60,211) | $ (9) | 22,164 |
Balance, Beginning (in shares) at Dec. 31, 2019 | 19,794,270 | (737,075) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | 1,504 | |||||
Balance, Ending at Jun. 30, 2020 | $ 256 | 89,202 | (32) | (58,707) | $ (8) | 30,711 |
Balance, Ending (in shares) at Jun. 30, 2020 | 25,916,307 | (591,662) | ||||
Balance, Beginning at Mar. 31, 2020 | $ 252 | 88,753 | (36) | (61,212) | $ (8) | 27,749 |
Balance, Beginning (in shares) at Mar. 31, 2020 | 25,602,226 | (698,313) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of common stock | $ 4 | (48) | (44) | |||
Issuance of restricted stock units | $ 1 | 1 | ||||
Issuance of restricted stock units (in shares) | 407,315 | 138,221 | ||||
Tax withholding on restricted stock units | (153) | $ (1) | (154) | |||
Tax withholding on restricted stock units(in shares) | (93,234) | (31,570) | ||||
Stock-based compensation | 650 | 650 | ||||
Foreign currency translation | 4 | 4 | ||||
Net income (loss) | 2,505 | 2,505 | ||||
Balance, Ending at Jun. 30, 2020 | $ 256 | 89,202 | (32) | (58,707) | $ (8) | 30,711 |
Balance, Ending (in shares) at Jun. 30, 2020 | 25,916,307 | (591,662) | ||||
Balance, Beginning at Dec. 31, 2020 | $ 256 | 90,292 | 28 | (58,673) | $ (8) | $ 31,895 |
Balance, Beginning (in shares) at Dec. 31, 2020 | 25,926,333 | (589,891) | 25,926,333 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | $ 4 | $ 2 | $ 6 | |||
Issuance of restricted stock units (in shares) | 438,836 | 120,723 | ||||
Tax withholding on restricted stock units | (545) | (545) | ||||
Stock-based compensation | 625 | 625 | ||||
Foreign currency translation | 4 | 4 | ||||
Net income (loss) | (1,681) | (1,681) | ||||
Balance, Ending at Mar. 31, 2021 | $ 260 | 90,372 | 32 | (60,354) | $ (6) | 30,304 |
Balance, Ending (in shares) at Mar. 31, 2021 | 26,365,169 | (469,168) | ||||
Balance, Beginning at Dec. 31, 2020 | $ 256 | 90,292 | 28 | (58,673) | $ (8) | $ 31,895 |
Balance, Beginning (in shares) at Dec. 31, 2020 | 25,926,333 | (589,891) | 25,926,333 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Net income (loss) | $ 1,190 | |||||
Balance, Ending at Jun. 30, 2021 | $ 260 | 90,836 | 62 | (57,483) | $ (6) | $ 33,669 |
Balance, Ending (in shares) at Jun. 30, 2021 | 26,384,670 | (469,168) | 26,384,670 | |||
Balance, Beginning at Mar. 31, 2021 | $ 260 | 90,372 | 32 | (60,354) | $ (6) | $ 30,304 |
Balance, Beginning (in shares) at Mar. 31, 2021 | 26,365,169 | (469,168) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units (in shares) | 19,501 | |||||
Stock-based compensation | 424 | 424 | ||||
Foreign currency translation | 30 | 30 | ||||
Net income (loss) | 2,871 | 2,871 | ||||
Balance, Ending at Jun. 30, 2021 | $ 260 | 90,836 | $ 62 | $ (57,483) | $ (6) | $ 33,669 |
Balance, Ending (in shares) at Jun. 30, 2021 | 26,384,670 | (469,168) | 26,384,670 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Correction and adjustment of tax withholding on restricted stock units | $ (40) | $ (40) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities: | ||
Net income | $ 1,190 | $ 1,504 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Net (income) loss from discontinued operations | (127) | 76 |
Deferred income tax provision (benefit) | (25) | 41 |
Depreciation and amortization on plant, property and equipment | 87 | 92 |
Amortization of deferred financing costs | 415 | 365 |
Amortization of debt discount | 100 | |
Bad debt expense | (51) | 3 |
Stock-based compensation | 1,460 | 1,122 |
Changes in operating assets and liabilities, net of businesses sold: | ||
Accounts receivable | (3,040) | (9,260) |
Contract assets | (4,268) | (3,458) |
Other current assets | (1,561) | (981) |
Other assets | (175) | (591) |
Accounts payable | 1,546 | (5,235) |
Accrued and other liabilities | 4,432 | 6,586 |
Contract liabilities | (1,246) | 491 |
Net cash used in operating activities, continuing operations | (1,263) | (9,245) |
Net cash used in operating activities, discontinued operations | (139) | (141) |
Net cash used in operating activities | (1,402) | (9,386) |
Investing activities: | ||
Purchase of property, plant and equipment | (418) | (89) |
Net cash used in investing activities | (418) | (89) |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (501) | (218) |
Proceeds from issuance of common stock | 6,488 | |
Debt issuance costs | (325) | |
Proceeds from short-term borrowings | 140,194 | 114,796 |
Repayments of short-term borrowings | (138,482) | (114,242) |
Repayments of long-term debt | (525) | (175) |
Net cash provided by financing activities | 686 | 6,324 |
Effect of exchange rate changes on cash | 128 | (149) |
Net change in cash, cash equivalents and restricted cash | (1,006) | (3,300) |
Cash, cash equivalents and restricted cash, beginning of period | 9,184 | 7,818 |
Cash, cash equivalents and restricted cash, end of period | 8,178 | 4,518 |
Supplemental Disclosures: | ||
Cash paid for interest | 1,887 | 1,811 |
Cash paid for income taxes, net of refunds | $ 1,553 | |
Noncash amendment fee related to revolving credit facility | $ 150 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
BUSINESS AND BASIS OF PRESENTATION ORGANIZATION | |
BUSINESS AND BASIS OF PRESENTATION | NOTE 1āBUSINESS AND BASIS OF PRESENTATION Business Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, āWilliams,ā the āCompany,ā āwe,ā āusā or āour,ā unless the context indicates otherwise) was initially incorporated in 1998, and in 2001, changed its name to āGlobal Power Equipment Group Inc.ā under the laws of the State of Delaware and became the successor to GEEG Holdings, LLC, which was formed as a Delaware limited liability company in 1998. Effective June 29, 2018, the Company changed its name to Williams Industrial Services Group Inc. to better align its name with the Williams business, and the Companyās stock now trades on the NYSE American LLC (the āNYSE Americanā) under the ticker symbol āWLMS.ā 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 infrastructure customers in energy, power, and industrial end markets. The Companyās 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. Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (āGAAPā) on a basis consistent with that used in the Annual Report on Form 10-K for the year ended December 31, 2020, filed by the Company with the U.S. Securities and Exchange Commission (āSECā) on March 31, 2021 (the ā2020 Reportā). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, including all normal recurring adjustments, necessary to present fairly the unaudited condensed consolidated balance sheets and statements of operations, comprehensive income, stockholdersā equity and cash flows for the periods indicated. All significant intercompany transactions have been eliminated. The December 31, 2020 unaudited condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated interim financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2020 Report. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for any interim period are not necessarily indicative of operations to be expected for the full year. The Company reports on a fiscal quarter basis utilizing a āmodifiedā 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: ā ā ā ā ā ā ā ā ā ā ā Reporting Interim Period ā Fiscal Interim Period ā 2021 2020 Three Months Ended March 31 ā January 1, 2021 to April 4, 2021 ā January 1, 2020 to March 29, 2020 Three Months Ended June 30 ā April 5, 2021 to July 4, 2021 ā March 30, 2020 to June 28, 2020 Three Months Ended September 30 ā July 5, 2021 to October 3, 2021 ā June 29, 2020 to September 27, 2020 |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2āRECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (āASUā) 2019-12, āIncome Taxesā, 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 adopted the guidance as of January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's financial statements. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
LEASES | |
LEASES | NOTE 3āLEASES On January 1, 2019, 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. The Company primarily leases office space and related equipment, as well as equipment, modular units and vehicles directly used in providing services to its customers. The Companyās leases have remaining lease terms of one In accordance with ASU 2016-02, 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 lease term at the lease 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 Companyās 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 were as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, Lease Cost (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 Operating lease cost ā $ 538 ā $ 881 ā $ 1,092 ā $ 2,100 Short-term lease cost ā ā 813 ā ā 632 ā ā 1,433 ā ā 1,467 Total lease cost ā $ 1,351 ā $ 1,513 ā $ 2,525 ā $ 3,567 ā Lease cost related to finance leases was not significant for the three and six months ended June 30, 2021 and 2020. Information related to the Companyās right-of-use assets and lease liabilities was as follows: ā ā ā ā ā ā ā ā ā ā Lease Assets/Liabilities (in thousands) ā Balance Sheet Classification ā June 30, 2021 ā December 31, 2020 Lease Assets ā ā ā ā ā ā ā ā Right-of-use assets ā Other long-term assets ā $ 1,790 ā $ 2,029 ā ā ā ā ā ā ā ā ā Lease Liabilities ā ā ā ā ā ā ā ā Short-term lease liabilities ā Other current liabilities ā $ 1,465 ā $ 1,362 Long-term lease liabilities ā Other long-term liabilities ā ā 605 ā ā 1,011 Total lease liabilities ā ā ā $ 2,070 ā $ 2,373 ā Supplemental information related to the Companyās leases was as follows: ā ā ā ā ā ā ā ā ā ā ā Six Months Ended June 30, (dollars in thousands) ā 2021 ā 2020 Cash paid for amounts included in the measurement of lease liabilities: ā ā ā ā ā ā Operating cash used by operating leases ā $ 1,154 ā $ 2,500 Right-of-use assets obtained in exchange for new operating lease liabilities ā ā 737 ā ā 1,796 Weighted-average remaining lease term - operating leases ā ā 1.38 years ā ā 1.68 years Weighted-average remaining lease term - finance leases ā ā 2.73 years ā ā 3.73 years Weighted-average discount rate - operating leases ā ā 9% ā ā 9% Weighted-average discount rate - finance leases ā ā 9% ā ā 9% ā Total remaining lease payments under the Companyās operating and finance leases were as follows: ā ā ā ā ā ā ā ā ā ā Operating Leases ā Finance Leases Six Months Ended June 30, 2021 ā (in thousands) Remainder of 2021 ā $ 1,001 ā $ 3 2022 ā ā 1,022 ā ā 6 2023 ā ā 208 ā ā 6 2024 ā ā 7 ā ā 1 2025 ā ā 3 ā ā - Total lease payments ā $ 2,241 ā $ 16 Less: interest ā ā (187) ā ā ā Present value of lease liabilities ā $ 2,054 ā $ 16 ā |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 6 Months Ended |
Jun. 30, 2021 | |
CHANGES IN BUSINESS. | |
CHANGES IN BUSINESS | NOTE 4āCHANGES 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 (which was comprised solely of Koontz-Wagner Custom Controls Holdings LLC (āKoontz-Wagnerā), a wholly owned subsidiary of the Company) in an effort to reduce the Companyās 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-Wagnerās International Brotherhood of Electrical Workers Local Union 1392 (āIBEWā) multi-employer pension plan. After an arbitration process, on May 12, 2021, an arbitrator concluded that the IBEW used an incorrect per hour contribution rate in calculating the Companyās pension withdrawal liability, which resulted in the Company overpaying. The arbitrator directed IBEW to refund all overpayments, with interest, to the Company and to redetermine the Companyās payments going forward using the proper contribution rate. Accordingly, the Companyās overall pension withdrawal liability decreased by approximately $0.2 million. The pension liability is expected to be satisfied by annual cash payments of $0.3 million each, paid in quarterly installments, through 2038. The Company recorded a gain on disposal of approximately $0.2 million in the three months ended June 30, 2021 to reduce its previously recorded estimated withdrawal liability to the new amount. 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 and determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented. As of June 30, 2021 and December 31, 2020, the Company did not have any assets related to its Electrical Solutionsā and Mechanical Solutionsā discontinued operations. The following table presents a reconciliation of the carrying amounts of major classes of liabilities of Electrical Solutionsā and Mechanical Solutionsā discontinued operations: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā (in thousands) June 30, 2021 ā December 31, 2020 Liabilities: ā ā ā ā ā ā Current liabilities of discontinued operations ā $ 338 ā $ 342 Liability for pension obligation ā ā 2,367 ā ā 2,670 Liability for uncertain tax positions ā ā 1,837 ā ā 1,796 Long-term liabilities of discontinued operations ā ā 4,204 ā ā 4,466 Total liabilities of discontinued operations ā $ 4,542 ā $ 4,808 ā 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. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) 2021 2020 ā 2021 2020 General and administrative expenses ā $ 6 ā $ 5 ā $ 34 ā $ 6 Loss (gain) on disposal - Electrical Solutions ā ā (228) ā ā 45 ā ā (228) ā ā 45 Interest expense (income) ā ā (21) ā ā 52 ā ā 30 ā ā 105 Income (loss) from discontinued operations before income tax ā ā 243 ā ā (102) ā ā 164 ā ā (156) Income tax expense (benefit) ā ā 18 ā ā (98) ā ā 37 ā ā (80) Income (loss) from discontinued operations ā $ 225 ā $ (4) ā $ 127 ā $ (76) ā |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2021 | |
REVENUE. | |
REVENUE | NOTE 5āREVENUE Disaggregation of Revenue Disaggregated revenue by type of contract was as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 Cost-plus reimbursement contracts ā $ 82,071 ā $ 65,270 ā $ 137,664 ā $ 125,566 Fixed-price contracts ā ā 9,500 ā ā 7,279 ā ā 14,757 ā ā 13,130 Total ā $ 91,571 ā $ 72,549 ā $ 152,422 ā $ 138,696 ā Disaggregated revenue by the geographic area where the work was performed was as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 United States ā $ 81,718 ā $ 62,815 ā $ 132,908 ā $ 120,463 Canada ā ā 9,853 ā ā 9,734 ā ā 19,514 ā ā 18,233 Total ā $ 91,571 ā $ 72,549 ā $ 152,422 ā $ 138,696 ā 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 Companyās unaudited condensed consolidated balance sheets 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 Companyās unaudited condensed consolidated balance sheets 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: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 Costs incurred on uncompleted contracts ā $ 82,218 ā $ 63,194 ā $ 136,971 ā $ 122,432 Earnings recognized on uncompleted contracts ā 9,353 ā 9,355 ā 15,451 ā 16,264 Total ā ā 91,571 ā 72,549 ā ā 152,422 ā 138,696 Lessābillings to date ā ā (80,589) ā (65,009) ā ā (141,440) ā (131,156) Net ā $ 10,982 ā $ 7,540 ā $ 10,982 ā $ 7,540 Contract assets ā $ 12,265 ā $ 10,730 ā $ 12,265 ā $ 10,730 Contract liabilities ā ā (1,283) ā (3,190) ā ā (1,283) ā (3,190) Net ā $ 10,982 ā $ 7,540 ā $ 10,982 ā $ 7,540 ā For the three and six months ended June 30, 2021, the Company recognized revenue of approximately $19,000 and $1.0 million, respectively, on approximately $2.5 million that was included in the corresponding contract liability balance on December 31, 2020. 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 June 30, 2021: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā (in thousands) ā Remainder of 2021 ā 2022 ā 2023 ā Thereafter ā Total Remaining performance obligations ā $ 123,376 ā $ 122,818 ā $ 89,230 ā $ 328,933 ā $ 664,357 ā |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 6āEARNINGS PER SHARE As of June 30, 2021, the Companyās 25,915,502 shares outstanding included 215,956 shares of contingently issued but unvested restricted stock. As of June 30, 2020, the Companyās 25,324,645 shares outstanding included 550,857 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 and stock options, if any. Basic and diluted earnings per common share from continuing operations were calculated as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands, except share and per share data) 2021 ā 2020 ā 2021 2020 Income from continuing operations ā $ 2,646 ā $ 2,509 ā $ 1,063 ā $ 1,580 ā ā ā ā ā ā ā ā ā ā ā ā ā Basic earnings per common share: ā ā ā ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding ā ā 25,683,258 ā ā 24,773,788 ā ā 25,306,130 ā ā 22,560,723 ā ā ā ā ā ā ā ā ā ā ā ā ā Basic earnings per common share ā $ 0.10 ā $ 0.10 ā $ 0.04 ā $ 0.07 ā ā ā ā ā ā ā ā ā ā ā ā ā Diluted earnings per common share: ā ā ā ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding ā ā 25,683,258 ā ā 24,773,788 ā ā 25,306,130 ā ā 22,560,723 ā ā ā ā ā ā ā ā ā ā ā ā ā Dilutive effect: ā ā ā ā ā ā ā ā ā ā ā Unvested portion of restricted stock units and awards ā ā 753,247 ā ā 417,105 ā ā 762,961 ā ā 644,977 Weighted average diluted common shares outstanding ā ā 26,436,505 ā ā 25,190,893 ā 26,069,091 ā ā 23,205,700 ā ā ā ā ā ā ā ā ā ā ā ā ā Diluted earnings per common share ā $ 0.10 ā $ 0.10 ā $ 0.04 ā $ 0.07 ā The weighted average number of shares outstanding used in the computation of basic and diluted earnings per common share does not include the effect of the following potential outstanding common stock. The effects of the potentially outstanding service-based restricted stock and restricted stock unit awards were not included in the calculation of diluted earnings per common share because the effect would have been anti-dilutive. The effects of the potentially outstanding performance- and market-based restricted stock unit awards were not included in the calculation of diluted earnings per common share because the performance and/or market conditions had not been satisfied as of June 30, 2021 and 2020. ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, ā 2021 ā 2020 ā 2021 2020 Unvested service-based restricted stock and restricted stock unit awards ā ā 464,373 ā ā ā 447,707 Unvested performance- and market-based restricted stock unit awards 833,111 ā 2,369,890 ā 833,111 ā 2,369,890 ā |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7āINCOME TAXES The effective income tax expense rate for continuing operations for the three and six months ended June 30, 2021 and 2020 was as follows: ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) 2021 ā 2020 ā 2021 2020 Income tax expenses ā $77 ā $196 ā $262 ā $244 Effective income tax rate for continuing operations ā 2.8% ā 7.2% ā 19.8% ā 13.4% ā The effective income tax rate differs from the statutory federal income tax rate of 21% primarily because of the partial valuation allowances recorded on the Companyās deferred tax assets and the Canadian income tax provision. For the three months ended June 30, 2021, the Company recorded income tax expense from continuing operations of $0.1 million, or 2.8% of pretax income from continuing operations, compared with income tax expense from continuing operations of $0.2 million, or 7.2% of pretax income from continuing operations, in the corresponding period of 2020. For the six months ended June 30, 2021, the Company recorded income tax expense from continuing operations of $0.3 million, or 19.8% of pretax income from continuing operations, compared with income tax expense from continuing operations of $0.2 million, or 13.4% of pretax income from continuing operations, in the corresponding period of 2020. The decrease in income tax provision from continuing operations for the three months ended June 30, 2021 compared with the corresponding period in 2020 was primarily the result of a $0.1 million favorable 2020 Canadian return to provision adjustment in the second quarter of 2021. The increase in income tax provision from continuing operations for the six months ended June 30, 2021 compared with the corresponding period in 2020 was primarily the result of a $0.1 million Canadian income tax provision increase. As of June 30, 2021 and 2020, the Company would have needed to generate approximately $273.4 million and $268.1 million, respectively, of future taxable income in order to realize its deferred tax assets. The Companyās 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 740-30. Undistributed earnings of foreign subsidiaries that are no longer permanently reinvested would become subject to deferred income taxes. As of June 30, 2021, the Companyās Canadian subsidiary had approximately $7.0 million in Canadian currency in undistributed earnings. The Companyās 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 Companyās domestic operations are not in need of working capital from the foreign subsidiary, and any temporary intercompany payable with the Canadian subsidiary will be repaid within one year from the end of the corporationās 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 Companyās 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 Companyās outside basis difference in its investment in Canada is not needed pursuant to the APB 23 exception. As of June 30, 2021 and 2020, the Company provided for a total liability of $2.9 million and $2.8 million, respectively, of which, for both periods, $1.8 million related to discontinued operations, for unrecognized tax benefits related to various federal, foreign and state income tax matters, which were included in long-term liabilities of discontinued operations and other long-term liabilities. If recognized, the entire amount of the liability would affect the effective tax rate. As of June 30, 2021, the Company accrued approximately $1.5 million, of which $0.8 million related to discontinued operations, in long-term liabilities of discontinued operations and other long-term liabilities for potential payment of interest and penalties related to uncertain income tax positions. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (āCARESā) 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. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
DEBT | |
DEBT | NOTE 8āDEBT As of June 30, 2021, the Company was in compliance with all debt covenants. Considering the potential effects of the COVID-19 pandemic, 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. As a consequence, the Companyās estimates of the duration of the pandemic and its impact on the Companyās future earnings and cash flows could change and have a material impact on its results of operations and financial condition, including negatively affecting the Companyās ability to remain in compliance with its debt covenants. The following table provides information about the Companyās debt, net of unamortized deferred financing costs: ā ā ā ā ā ā ā ā (in thousands) June 30, 2021 December 31, 2020 Revolving credit facility ā $ 2,064 ā $ 352 Term loan, current portion of long-term debt ā ā 1,050 ā ā 1,050 Current debt ā $ 3,114 ā $ 1,402 ā ā ā ā ā ā ā Term loan, noncurrent portion of long-term debt ā $ 33,425 ā $ 33,950 Unamortized debt discount from refinancing to new loan ā ā (891) ā ā (991) Unamortized deferred financing costs ā ā (2,006) ā ā (2,231) Long-term debt, net ā $ 30,528 ā $ 30,728 ā ā ā ā ā ā ā Total debt, net ā $ 33,642 ā $ 32,130 ā Debt Refinancing On December 16, 2020 (the āClosing Dateā), the Company and certain of its subsidiaries refinanced and replaced its revolving credit facility with MidCap Financial Trust (the āPrior ABLā) and its four-year $35.0 million term loan facility with Centre Lane Partners, LLC 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 āTerm Loanā), consisting of a $35.0 million closing date term loan facility (the āClosing Date Term Loanā) and up to $15.0 million of borrowings under a delayed draw facility (the āDelayed Draw Term Loan Facilityā) with EICF Agent LLC, as agent, and CION Investment Corporation, as a lender and a co-lead arranger, and the other lenders party thereto; and (ii) a senior secured asset-based revolving line of credit of up to $30.0 million (the āRevolving Credit Facilityā) with PNC. As of June 30, 2021, the Company had $2.1 million outstanding under the Revolving Credit Facility and $34.5 million outstanding (including both the noncurrent and current portion of the Term Loan) 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 (āLIBORā) (with a minimum rate of 1.0%) per year. The Revolving Credit Facility On the Closing Date, the Company and certain of its subsidiaries (the āRevolving Loan Borrowersā) entered into the Revolving Credit and Security Agreement with PNC, as agent for the lenders, and the lenders party thereto (the āRevolving Credit Agreementā), 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 $5.0 million. The Revolving Credit Facility matures on December 16, 2025. Borrowings under the Revolving Credit Facility bear interest, at the Companyās 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 (āCDORā), 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 Borrowersā Obligations (as defined in the Revolving Credit Agreement) are guaranteed by certain of the Companyās material, wholly-owned subsidiaries, subject to customary exceptions (the āRevolving Loan Guarantorsā and, together with the Revolving Loan Borrowers, the āRevolving Loan Credit Partiesā). The Revolving Loan Credit Partiesā obligations are secured by first-priority security interests on substantially all of the Revolving Loan Credit Partiesā 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 āIntercreditor Agreementā). The Revolving Loan Borrowers 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 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 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 āEarly Termination Feeā), 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 āEarly Termination Dateā). 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 āTerm Loan Borrowersā) entered into the Term Loan, Guarantee and Security Agreement with EICF Agent LLC, as agent for the lenders, CION Investment Corporation, as a lender and co-lead arranger, and the other lenders party thereto (the āTerm Loan Agreementā), 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 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 Borrowersā Obligations (as defined in the Term Loan Agreement) are guaranteed by certain of the Companyās material, wholly-owned subsidiaries, subject to customary exceptions (the āTerm Loan Guarantorsā and, together with the Term Loan Borrowers, the āTerm Loan Credit Partiesā). The Term Loan Credit Partiesā obligations are secured by first-priority security interests on substantially all of the Term Loan Credit Partiesā assets, as well as a second-priority security interest on the Term Loan Credit Partiesā 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 āPrepayment Feeā), 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. 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. As of June 30, 2021, there were no letters of credit outstanding under this sublimit. As of June 30, 2021, the Company had $0.4 million cash collateralized standby letters of credit outstanding pursuant to its prior revolving credit facility with Wells Fargo Bank, National Association. There were no amounts drawn upon these letters of credit as of June 30, 2021. In addition, as of June 30, 2021 and December 31, 2020, the Company had outstanding payment and performance surety bonds of $52.4 million and $31.0 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 unaudited condensed consolidated statements of operations: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 Term loan ā $ 112 ā $ 110 ā $ 225 ā $ 220 Revolving credit facility ā ā 95 ā ā 73 ā ā 190 ā ā 145 Total ā $ 207 ā $ 183 ā $ 415 ā $ 365 ā The following table summarizes unamortized deferred financing costs included on the Company's unaudited condensed consolidated balance sheets: ā ā ā ā ā ā ā ā ā ā (in thousands) Location June 30, 2021 ā December 31, 2020 Term loan ā Long-term debt, net ā $ 2,006 ā $ 2,231 Revolving credit facility ā Other long-term assets ā ā 1,700 ā ā 1,890 Total ā ā ā $ 3,706 ā $ 4,121 ā |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | NOTE 9 ā FINANCIAL INSTRUMENTS Fair Value of Financial Instruments ASC 820āFair 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 Companyās financial instruments as of June 30, 2021 and December 31, 2020 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10āCOMMITMENTS AND CONTINGENCIES Litigation and Claims The Company is from time-to-time party to various lawsuits, including personal injury 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 āNote 4āChanges in Businessā to the unaudited condensed 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. Moreover, during 2012, the Company secured insurance coverage that will help to reimburse the defense costs and potential indemnity obligations of its former operating unit relating to these claims. The Company intends to vigorously defend all currently active actions, and it does not anticipate that this action will have a material adverse effect on its financial position, results of operations or liquidity. However, the outcomes of any legal action cannot be predicted and, therefore, there can be no assurance that this will be the case. Insurance The Company maintains insurance coverage for most insurable aspects of its business and operations. The Companyās insurance programs, including, but not limited to, health, general liability, and workersā compensation, have varying coverage limits depending upon the type of insurance. For the three and six months ended June 30, 2021, insurance expense, including insurance premiums related to the excess claim coverage and claims incurred for continuing operations, was $0.5 million and $1.2 million, respectively. The Companyās 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 June 30, 2021. As of June 30, 2021, the Company provided $0.4 million cash collateralized in letters of credit as security for possible workersā compensation claims. Executive Severance On June 30, 2021, the Company had outstanding severance arrangements with officers and senior management. The Companyās maximum commitment under all such arrangements, which would apply if the employees covered by these arrangements were each terminated without cause, was $2.7 million on June 30, 2021. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 6 Months Ended |
Jun. 30, 2021 | |
STOCK-BASED COMPENSATION PLANS | |
STOCK-BASED COMPENSATION PLANS | NOTE 11āSTOCK-BASED COMPENSATION PLANS During the first half of 2021, the Company granted 164,388 service-based restricted stock awards under the 2015 Equity Incentive Plan, as amended and restated on May 12, 2020 (the ā2015 Planā), at a grant date fair value of $3.29 per share, to its non-employee directors, which vest in full on February 4, 2022. During the first half of 2021, the Company granted 307,616 service-based restricted stock units under the 2021 long-term incentive (āLTIā) program and the 2015 Plan at a grant date fair value of $3.48 per share. These service-based restricted stock units could be paid in cash or shares at the election of the Compensation Committee of the Board of Directors and shall vest in full on March 31, 2024. During the first half of 2021, the Company also granted performance-based awards under the 2021 LTI program and the 2015 Plan with an aggregate cash value of approximately $2.2 million, which could be paid in cash or shares at the election of the Compensation Committee of the Board of Directors. The 2021 performance-based awards have three In addition, during the second quarter of 2021, the Company granted service-based restricted stock units and performance-based restricted stock units to two employees. On May 17, 2021, the Company granted 37,500 service-based restricted stock units and performance-based restricted stock units covering a target number of 37,500, and a maximum number of 75,000, shares of common stock, as an inducement award outside of the 2015 Plan at a grant date fair value of $5.00 per share. The service-based restricted stock units vest in full on May 17, 2022 and the earned amounts of the performance-based restricted stock units, if any, vest on March 31, 2024. The performance-based awards have three two During the first half of 2020, the Company granted 580,312 service-based restricted stock units and 1,178,213 performance-based restricted stock units under the 2020 LTI program and the 2015 Plan, at a grant date fair value of $1.22 per share, which could be paid in cash or shares at the election of the Compensation Committee of the Board of Directors. The service-based restricted stock units vest in equal annual installments over a period of three years. The 2020 performance-based awards have three The Company previously granted (i) performance-based restricted stock units under the 2016 LTI program, which were scheduled to vest if the Company achieved a per share stock price of $5.50 for 30 consecutive trading days prior to August 5, 2021, (ii) performance-based restricted stock units under the 2017 LTI program, which were scheduled to vest if the Company achieved a per share stock price of $6.00 for 30 consecutive trading days prior to March 31, 2021 (pursuant to an extension from the initial vesting date of March 31, 2020, which extension was approved by the Compensation Committee in February 2020), and (iii) performance-based restricted stock units under the 2018 LTI program, which were scheduled to vest if the Company achieved a per share stock price of at least $5.00 for any period of 30 consecutive trading days prior to June 30, 2021 (collectively, the āLTI Performance Awardsā). On March 5, 2021, the Compensation Committee of the Board of Directors extended the performance period for each of the LTI Performance Awards to December 31, 2022. In accordance with ASC Topic 718, āCompensationāStock Compensationā (āASC 718ā), the Company conducted a lattice valuation model in order to revalue the market price for the LTI Performance Awards at the March 5, 2021 modification date. The 2018 LTI program met the market objective by achieving a per share stock price of $5.00 for 30 consecutive days, and approximately 261,463 shares will vest for recipients remaining employed through December 31, 2022. The modification resulted in an approximately $0.8 million incremental cost, which will be expensed over a twenty-month period starting in April 2021. During the first half of 2021, the Compensation Committee of the Board of Directors approved modifying the 2020 performance-based awards granted in 2020. This modification resulted in the adjustment of the 2021 and 2022 performance goals; in addition, the three-year average payout level for each performance objective will replace the actual payout level for any fiscal year (including, without limitation, 2020) where the actual payout is less than the three-year average. As of June 30, 2021, the payout would be 549,181 at threshold, 1,098,362 at target, and 2,196,724 at maximum. The grant price was adjusted from $1.22 per share to $3.49 share per the modification date of March 5, 2021. During the first half of 2021, the Compensation Committee approved modifying the 2019 performance-based restricted stock unit awards. The performance goal for 2020 was year-end backlog performance expressed in margin dollars. Because of COVID-19, the Companyās ability to book backlog in the normal course was impaired during 2020, particularly in Florida, New York, and Canada and with respect to new customers. As a result, the Compensation Committee authorized an adjustment to the 2020 performance results to add $51.9 million of orders to December 31, 2020 backlog that were booked in early 2021 but delayed due to the impact of the COVID-19 pandemic, which resulted in a payout of 156,014 shares under the 2015 Plan. While the majority of restricted stock units and awards were granted as equity, in accordance with ASC 718, the Company has two cash-based plans that are classified as a liability. Stock-based compensation expense for the three months ended June 30, 2021 and 2020 was $0.8 million and $0.6 million, respectively, and for the six months ended June 30, 2021 and 2020 was $1.5 and $0.9 million, respectively, and was included in general and administrative expenses on the Companyās unaudited condensed consolidated statements of operations. |
BUSINESS AND BASIS OF PRESENT_2
BUSINESS AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, āWilliams,ā the āCompany,ā āwe,ā āusā or āour,ā unless the context indicates otherwise) was initially incorporated in 1998, and in 2001, changed its name to āGlobal Power Equipment Group Inc.ā under the laws of the State of Delaware and became the successor to GEEG Holdings, LLC, which was formed as a Delaware limited liability company in 1998. Effective June 29, 2018, the Company changed its name to Williams Industrial Services Group Inc. to better align its name with the Williams business, and the Companyās stock now trades on the NYSE American LLC (the āNYSE Americanā) under the ticker symbol āWLMS.ā 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 infrastructure customers in energy, power, and industrial end markets. The Companyās 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. Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (āGAAPā) on a basis consistent with that used in the Annual Report on Form 10-K for the year ended December 31, 2020, filed by the Company with the U.S. Securities and Exchange Commission (āSECā) on March 31, 2021 (the ā2020 Reportā). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, including all normal recurring adjustments, necessary to present fairly the unaudited condensed consolidated balance sheets and statements of operations, comprehensive income, stockholdersā equity and cash flows for the periods indicated. All significant intercompany transactions have been eliminated. The December 31, 2020 unaudited condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated interim financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2020 Report. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for any interim period are not necessarily indicative of operations to be expected for the full year. The Company reports on a fiscal quarter basis utilizing a āmodifiedā 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: ā ā ā ā ā ā ā ā ā ā ā Reporting Interim Period ā Fiscal Interim Period ā 2021 2020 Three Months Ended March 31 ā January 1, 2021 to April 4, 2021 ā January 1, 2020 to March 29, 2020 Three Months Ended June 30 ā April 5, 2021 to July 4, 2021 ā March 30, 2020 to June 28, 2020 Three Months Ended September 30 ā July 5, 2021 to October 3, 2021 ā June 29, 2020 to September 27, 2020 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (āASUā) 2019-12, āIncome Taxesā, 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 adopted the guidance as of January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's financial statements. |
BUSINESS AND BASIS OF PRESENT_3
BUSINESS AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
BUSINESS AND BASIS OF PRESENTATION ORGANIZATION | |
Reporting periods and corresponding fiscal interim periods | ā ā ā ā ā ā ā ā ā ā ā Reporting Interim Period ā Fiscal Interim Period ā 2021 2020 Three Months Ended March 31 ā January 1, 2021 to April 4, 2021 ā January 1, 2020 to March 29, 2020 Three Months Ended June 30 ā April 5, 2021 to July 4, 2021 ā March 30, 2020 to June 28, 2020 Three Months Ended September 30 ā July 5, 2021 to October 3, 2021 ā June 29, 2020 to September 27, 2020 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
LEASES | |
Schedule of components of lease expense | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, Lease Cost (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 Operating lease cost ā $ 538 ā $ 881 ā $ 1,092 ā $ 2,100 Short-term lease cost ā ā 813 ā ā 632 ā ā 1,433 ā ā 1,467 Total lease cost ā $ 1,351 ā $ 1,513 ā $ 2,525 ā $ 3,567 |
Schedule of right-of use assets and lease liabilities | ā ā ā ā ā ā ā ā ā ā Lease Assets/Liabilities (in thousands) ā Balance Sheet Classification ā June 30, 2021 ā December 31, 2020 Lease Assets ā ā ā ā ā ā ā ā Right-of-use assets ā Other long-term assets ā $ 1,790 ā $ 2,029 ā ā ā ā ā ā ā ā ā Lease Liabilities ā ā ā ā ā ā ā ā Short-term lease liabilities ā Other current liabilities ā $ 1,465 ā $ 1,362 Long-term lease liabilities ā Other long-term liabilities ā ā 605 ā ā 1,011 Total lease liabilities ā ā ā $ 2,070 ā $ 2,373 |
Schedule of supplemental information | ā ā ā ā ā ā ā ā ā ā ā Six Months Ended June 30, (dollars in thousands) ā 2021 ā 2020 Cash paid for amounts included in the measurement of lease liabilities: ā ā ā ā ā ā Operating cash used by operating leases ā $ 1,154 ā $ 2,500 Right-of-use assets obtained in exchange for new operating lease liabilities ā ā 737 ā ā 1,796 Weighted-average remaining lease term - operating leases ā ā 1.38 years ā ā 1.68 years Weighted-average remaining lease term - finance leases ā ā 2.73 years ā ā 3.73 years Weighted-average discount rate - operating leases ā ā 9% ā ā 9% Weighted-average discount rate - finance leases ā ā 9% ā ā 9% |
Schedule of remaining lease payments under operating leases | ā ā ā ā ā ā ā ā ā ā Operating Leases ā Finance Leases Six Months Ended June 30, 2021 ā (in thousands) Remainder of 2021 ā $ 1,001 ā $ 3 2022 ā ā 1,022 ā ā 6 2023 ā ā 208 ā ā 6 2024 ā ā 7 ā ā 1 2025 ā ā 3 ā ā - Total lease payments ā $ 2,241 ā $ 16 Less: interest ā ā (187) ā ā ā Present value of lease liabilities ā $ 2,054 ā $ 16 |
Schedule of remaining lease payments under finance leases | Total remaining lease payments under the Companyās operating and finance leases were as follows: ā ā ā ā ā ā ā ā ā ā Operating Leases ā Finance Leases Six Months Ended June 30, 2021 ā (in thousands) Remainder of 2021 ā $ 1,001 ā $ 3 2022 ā ā 1,022 ā ā 6 2023 ā ā 208 ā ā 6 2024 ā ā 7 ā ā 1 2025 ā ā 3 ā ā - Total lease payments ā $ 2,241 ā $ 16 Less: interest ā ā (187) ā ā ā Present value of lease liabilities ā $ 2,054 ā $ 16 |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued operations disposed of by sale | |
Schedule of Financial Information of Disposal Group | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā (in thousands) June 30, 2021 ā December 31, 2020 Liabilities: ā ā ā ā ā ā Current liabilities of discontinued operations ā $ 338 ā $ 342 Liability for pension obligation ā ā 2,367 ā ā 2,670 Liability for uncertain tax positions ā ā 1,837 ā ā 1,796 Long-term liabilities of discontinued operations ā ā 4,204 ā ā 4,466 Total liabilities of discontinued operations ā $ 4,542 ā $ 4,808 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) 2021 2020 ā 2021 2020 General and administrative expenses ā $ 6 ā $ 5 ā $ 34 ā $ 6 Loss (gain) on disposal - Electrical Solutions ā ā (228) ā ā 45 ā ā (228) ā ā 45 Interest expense (income) ā ā (21) ā ā 52 ā ā 30 ā ā 105 Income (loss) from discontinued operations before income tax ā ā 243 ā ā (102) ā ā 164 ā ā (156) Income tax expense (benefit) ā ā 18 ā ā (98) ā ā 37 ā ā (80) Income (loss) from discontinued operations ā $ 225 ā $ (4) ā $ 127 ā $ (76) |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
REVENUE. | |
Schedule of disaggregation of revenue | Disaggregated revenue by type of contract was as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 Cost-plus reimbursement contracts ā $ 82,071 ā $ 65,270 ā $ 137,664 ā $ 125,566 Fixed-price contracts ā ā 9,500 ā ā 7,279 ā ā 14,757 ā ā 13,130 Total ā $ 91,571 ā $ 72,549 ā $ 152,422 ā $ 138,696 ā Disaggregated revenue by the geographic area where the work was performed was as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 United States ā $ 81,718 ā $ 62,815 ā $ 132,908 ā $ 120,463 Canada ā ā 9,853 ā ā 9,734 ā ā 19,514 ā ā 18,233 Total ā $ 91,571 ā $ 72,549 ā $ 152,422 ā $ 138,696 |
Costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 Costs incurred on uncompleted contracts ā $ 82,218 ā $ 63,194 ā $ 136,971 ā $ 122,432 Earnings recognized on uncompleted contracts ā 9,353 ā 9,355 ā 15,451 ā 16,264 Total ā ā 91,571 ā 72,549 ā ā 152,422 ā 138,696 Lessābillings to date ā ā (80,589) ā (65,009) ā ā (141,440) ā (131,156) Net ā $ 10,982 ā $ 7,540 ā $ 10,982 ā $ 7,540 Contract assets ā $ 12,265 ā $ 10,730 ā $ 12,265 ā $ 10,730 Contract liabilities ā ā (1,283) ā (3,190) ā ā (1,283) ā (3,190) Net ā $ 10,982 ā $ 7,540 ā $ 10,982 ā $ 7,540 |
Schedule of transaction price allocated to the remaining performance obligations | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā (in thousands) ā Remainder of 2021 ā 2022 ā 2023 ā Thereafter ā Total Remaining performance obligations ā $ 123,376 ā $ 122,818 ā $ 89,230 ā $ 328,933 ā $ 664,357 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands, except share and per share data) 2021 ā 2020 ā 2021 2020 Income from continuing operations ā $ 2,646 ā $ 2,509 ā $ 1,063 ā $ 1,580 ā ā ā ā ā ā ā ā ā ā ā ā ā Basic earnings per common share: ā ā ā ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding ā ā 25,683,258 ā ā 24,773,788 ā ā 25,306,130 ā ā 22,560,723 ā ā ā ā ā ā ā ā ā ā ā ā ā Basic earnings per common share ā $ 0.10 ā $ 0.10 ā $ 0.04 ā $ 0.07 ā ā ā ā ā ā ā ā ā ā ā ā ā Diluted earnings per common share: ā ā ā ā ā ā ā ā ā ā ā ā Weighted average common shares outstanding ā ā 25,683,258 ā ā 24,773,788 ā ā 25,306,130 ā ā 22,560,723 ā ā ā ā ā ā ā ā ā ā ā ā ā Dilutive effect: ā ā ā ā ā ā ā ā ā ā ā Unvested portion of restricted stock units and awards ā ā 753,247 ā ā 417,105 ā ā 762,961 ā ā 644,977 Weighted average diluted common shares outstanding ā ā 26,436,505 ā ā 25,190,893 ā 26,069,091 ā ā 23,205,700 ā ā ā ā ā ā ā ā ā ā ā ā ā Diluted earnings per common share ā $ 0.10 ā $ 0.10 ā $ 0.04 ā $ 0.07 |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, ā 2021 ā 2020 ā 2021 2020 Unvested service-based restricted stock and restricted stock unit awards ā ā 464,373 ā ā ā 447,707 Unvested performance- and market-based restricted stock unit awards 833,111 ā 2,369,890 ā 833,111 ā 2,369,890 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
INCOME TAXES | |
Schedule of effective income tax expense rate for continuing operations | ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) 2021 ā 2020 ā 2021 2020 Income tax expenses ā $77 ā $196 ā $262 ā $244 Effective income tax rate for continuing operations ā 2.8% ā 7.2% ā 19.8% ā 13.4% |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
DEBT | |
Schedule of debt | ā ā ā ā ā ā ā ā (in thousands) June 30, 2021 December 31, 2020 Revolving credit facility ā $ 2,064 ā $ 352 Term loan, current portion of long-term debt ā ā 1,050 ā ā 1,050 Current debt ā $ 3,114 ā $ 1,402 ā ā ā ā ā ā ā Term loan, noncurrent portion of long-term debt ā $ 33,425 ā $ 33,950 Unamortized debt discount from refinancing to new loan ā ā (891) ā ā (991) Unamortized deferred financing costs ā ā (2,006) ā ā (2,231) Long-term debt, net ā $ 30,528 ā $ 30,728 ā ā ā ā ā ā ā Total debt, net ā $ 33,642 ā $ 32,130 |
Schedule of deferred financing costs amortized to Interest Expense | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Three Months Ended June 30, ā Six Months Ended June 30, (in thousands) ā 2021 ā 2020 ā 2021 ā 2020 Term loan ā $ 112 ā $ 110 ā $ 225 ā $ 220 Revolving credit facility ā ā 95 ā ā 73 ā ā 190 ā ā 145 Total ā $ 207 ā $ 183 ā $ 415 ā $ 365 |
Schedule of unamortized deferred financing costs | ā ā ā ā ā ā ā ā ā ā (in thousands) Location June 30, 2021 ā December 31, 2020 Term loan ā Long-term debt, net ā $ 2,006 ā $ 2,231 Revolving credit facility ā Other long-term assets ā ā 1,700 ā ā 1,890 Total ā ā ā $ 3,706 ā $ 4,121 |
LEASES (Details)
LEASES (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |
Leases contain renewal options | true |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 10 years |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Components of lease expense: | ||||
Operating lease cost | $ 538 | $ 881 | $ 1,092 | $ 2,100 |
Short-term lease cost | 813 | 632 | 1,433 | 1,467 |
Total lease cost | $ 1,351 | $ 1,513 | $ 2,525 | $ 3,567 |
LEASES - Right-of use Assets an
LEASES - Right-of use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
LEASES | ||
Right-of-use assets | $ 1,790 | $ 2,029 |
Financial position | Other long-term assets | Other long-term assets |
Short-term lease liabilities | $ 1,465 | $ 1,362 |
Financial position | Other current liabilities | Other current liabilities |
Long-term lease liabilities | $ 605 | $ 1,011 |
Financial position | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 2,070 | $ 2,373 |
LEASES - Supplemental Informati
LEASES - Supplemental Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
LEASES | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases | $ 1,154 | $ 2,500 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 737 | $ 1,796 |
Weighted-average remaining lease term - operating leases | 1 year 4 months 17 days | 1 year 8 months 4 days |
Weighted-average remaining lease term - finance leases | 2 years 8 months 23 days | 3 years 8 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 | Jun. 30, 2021USD ($) |
Operating leases maturities: | |
Remainder of 2021 | $ 1,001 |
2022 | 1,022 |
2023 | 208 |
2024 | 7 |
2025 | 3 |
Total lease payments | 2,241 |
Less: interest | (187) |
Present value of lease liabilities | 2,054 |
Finance leases maturities: | |
Remainder of 2021 | 3 |
2022 | 6 |
2023 | 6 |
2024 | 1 |
Total lease payments | 16 |
Present value of lease liabilities | $ 16 |
CHANGES IN BUSINESS - Discontin
CHANGES IN BUSINESS - Discontinued Operation and Disposition (Details) - USD ($) $ in Thousands | May 12, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jul. 11, 2018 |
Income (loss) before income taxes | |||||||
Interest expense (income) | $ (1,213) | $ (1,566) | $ (2,506) | $ (3,099) | |||
Income (loss) from discontinued operations before income tax | 243 | (102) | 164 | (156) | |||
Income tax (benefit) expense | 18 | (98) | 37 | (80) | |||
Income (loss) from discontinued operations | 225 | (4) | 127 | (76) | |||
Discontinued operations, disposed of by means other than sale | Electrical Solutions | Pension | |||||||
Liabilities: | |||||||
Liability for pension obligation | $ 2,900 | ||||||
Decrease in liability for pension obligation | $ 200 | ||||||
Income (loss) before income taxes | |||||||
Expected Periodic Payment | $ 300 | ||||||
Discontinued operations disposed of by sale | |||||||
Liabilities: | |||||||
Current liabilities of discontinued operations | 338 | 338 | $ 342 | ||||
Long-term liabilities of discontinued operations | 4,204 | 4,204 | 4,466 | ||||
Income (loss) before income taxes | |||||||
General and administrative expenses | 6 | 5 | 34 | 6 | |||
Interest expense (income) | (21) | 52 | 30 | 105 | |||
Income (loss) from discontinued operations before income tax | 243 | (102) | 164 | (156) | |||
Income tax (benefit) expense | 18 | (98) | 37 | (80) | |||
Income (loss) from discontinued operations | 225 | (4) | 127 | (76) | |||
Discontinued operations disposed of by sale | Electrical Solutions And Mechanical Solutions | |||||||
Assets and liabilities | |||||||
Total assets of discontinued operations | 0 | 0 | 0 | ||||
Liabilities: | |||||||
Current liabilities of discontinued operations | 338 | 338 | 342 | ||||
Liability for pension obligation | 2,367 | 2,367 | 2,670 | ||||
Liability for uncertain tax positions | 1,837 | 1,837 | 1,796 | ||||
Long-term liabilities of discontinued operations | 4,204 | 4,204 | 4,466 | ||||
Total liabilities of discontinued operations | 4,542 | 4,542 | $ 4,808 | ||||
Discontinued operations, held-for-sale or disposed of by sale | Electrical Solutions | |||||||
Income (loss) before income taxes | |||||||
Loss (gain) on disposal of discontinued operations | $ (228) | $ 45 | $ (228) | $ 45 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of revenue | ||||
Revenue | $ 91,571 | $ 72,549 | $ 152,422 | $ 138,696 |
United States | ||||
Disaggregation of revenue | ||||
Revenue | 81,718 | 62,815 | 132,908 | 120,463 |
Canada | ||||
Disaggregation of revenue | ||||
Revenue | 9,853 | 9,734 | 19,514 | 18,233 |
Cost-plus reimbursement contracts | ||||
Disaggregation of revenue | ||||
Revenue | 82,071 | 65,270 | 137,664 | 125,566 |
Fixed-price contracts | ||||
Disaggregation of revenue | ||||
Revenue | $ 9,500 | $ 7,279 | $ 14,757 | $ 13,130 |
REVENUE - Contract assets and t
REVENUE - Contract assets and the contract liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Changes in the contract assets and the contract liabilities | |||||
Costs incurred on uncompleted contracts | $ 82,218,000 | $ 63,194,000 | $ 136,971,000 | $ 122,432,000 | |
Earnings recognized on uncompleted contracts | 9,353,000 | 9,355,000 | 15,451,000 | 16,264,000 | |
Total | 91,571,000 | 72,549,000 | 152,422,000 | 138,696,000 | |
Less - billings to date | (80,589,000) | (65,009,000) | (141,440,000) | (131,156,000) | |
Net | 10,982,000 | 7,540,000 | 10,982,000 | 7,540,000 | |
Contract assets | 12,265,000 | 10,730,000 | 12,265,000 | 10,730,000 | $ 7,969,000 |
Contract liabilities | (1,283,000) | $ (3,190,000) | (1,283,000) | $ (3,190,000) | $ (2,529,000) |
Revenue recognized from contracts in progress liability balance at December 31, 2020 | $ 19,000 | $ 1,000,000 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 664,357 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 123,376 |
Expected timing of satisfaction | 6 months |
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 | $ 122,818 |
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 | $ 89,230 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 328,933 |
Expected timing of satisfaction | 1 year |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
EARNINGS PER SHARE | |||||
Common stock, shares outstanding | 25,915,502 | 25,324,645 | 25,915,502 | 25,324,645 | 25,336,442 |
Net income (basic and diluted): | |||||
Income from continuing operations | $ 2,646 | $ 2,509 | $ 1,063 | $ 1,580 | |
Basic earnings per common share: | |||||
Weighted average common shares outstanding | 25,683,258 | 24,773,788 | 25,306,130 | 22,560,723 | |
Basic earnings per common share | $ 0.10 | $ 0.10 | $ 0.04 | $ 0.07 | |
Diluted earnings per common share: | |||||
Weighted average common shares outstanding | 25,683,258 | 24,773,788 | 25,306,130 | 22,560,723 | |
Diluted effect: | |||||
Unvested portion of restricted stock units and awards | 753,247 | 417,105 | 762,961 | 644,977 | |
Weighted average diluted common shares outstanding | 26,436,505 | 25,190,893 | 26,069,091 | 23,205,700 | |
Diluted earnings per common share | $ 0.10 | $ 0.10 | $ 0.04 | $ 0.07 | |
Restricted Stock | |||||
EARNINGS PER SHARE | |||||
Unvested restricted stock included in reportable shares | 215,956 | 550,857 | 215,956 | 550,857 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive (Details) - Restricted Stock - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Service vesting | ||||
Anti-dilutive shares | 464,373 | 447,707 | ||
Performance And Market Vesting | ||||
Anti-dilutive shares | 833,111 | 2,369,890 | 833,111 | 2,369,890 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income tax expense | $ 77 | $ 196 | $ 262 | $ 244 |
Effective income tax rate for continuing operations | 2.80% | 7.20% | 19.80% | 13.40% |
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 21.00% | |||
Amount of future financial taxable income needed to realize deferred tax assets | $ 273,400 | $ 268,100 | $ 273,400 | $ 268,100 |
Undistributed earnings of the foreign subsidiaries | 7,000 | 7,000 | ||
Increase (decrease) in Income Taxes | (100) | 100 | ||
Deferred Federal Employer Payroll Taxes, Coronavirus Aid, Relief and Economic Security Act | 4,900 | 4,900 | ||
Long Term Liabilities Of Discontinued Operations And Other Long Term Liabilities | ||||
Unrecognized tax benefits | 2,900 | $ 2,800 | 2,900 | $ 2,800 |
Accrued interest and penalties related to uncertain income tax positions | 1,500 | 1,500 | ||
Long Term Liabilities Of Discontinued Operations And Other Long Term Liabilities | Discontinued Operations | ||||
Unrecognized tax benefits | 1,800 | 1,800 | ||
Accrued interest and penalties related to uncertain income tax positions | $ 800 | $ 800 |
DEBT (Details)
DEBT (Details) - USD ($) | Dec. 16, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Debt | ||||||
Current portion of term loan | $ 1,050,000 | $ 1,050,000 | $ 1,050,000 | |||
Current debt | 3,114,000 | 3,114,000 | 1,402,000 | |||
Unamortized deferred financing fees | (3,706,000) | (3,706,000) | (4,121,000) | |||
Long-term debt, net | 30,528,000 | 30,528,000 | 30,728,000 | |||
Total debt, net | 33,642,000 | 33,642,000 | 32,130,000 | |||
Amounts drawn upon letters of credit | 0 | 0 | ||||
Cash collateral for letters of credit | 400,000 | 400,000 | ||||
Amortization of deferred financing costs | 207,000 | $ 183,000 | 415,000 | $ 365,000 | ||
Scheduled maturities of the New Centre Lane Facility | ||||||
Total debt, net | 33,642,000 | $ 33,642,000 | 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 Facility | ||||||
Debt | ||||||
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 | $ 1,000,000 | ||||
Revolving Credit Facility | ||||||
Debt | ||||||
Cash collateral for letters of credit | 400,000 | 400,000 | ||||
Revolving Credit Facility | Minimum | ||||||
Debt | ||||||
Required minimum prepayment amount | 0 | |||||
Term loan | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Term loan | 33,425,000 | 33,425,000 | 33,950,000 | |||
Current portion of term loan | 1,050,000 | 1,050,000 | 1,050,000 | |||
Unamortized debt discount from refinancing to new loan | (891,000) | (891,000) | (991,000) | |||
Unamortized deferred financing fees | (2,006,000) | (2,006,000) | (2,231,000) | |||
Total debt, net | 34,500,000 | 34,500,000 | ||||
Amortization of deferred financing costs | 112,000 | 110,000 | $ 225,000 | 220,000 | ||
Current interest rate (as a percent) | 9.00% | |||||
Interest rate if required threshold leverage ratio is maintained | 8.50% | |||||
Scheduled maturities of the New Centre Lane Facility | ||||||
Total debt, net | 34,500,000 | $ 34,500,000 | ||||
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) | 2.50% | |||||
Term loan | Long-term debt, net | ||||||
Debt | ||||||
Unamortized deferred financing fees | (2,006,000) | $ (2,006,000) | (2,231,000) | |||
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 | |||||
Delayed Draw Term Loan Facility | ||||||
Debt | ||||||
Maximum borrowing capacity | 15,000,000 | |||||
Senior Secured Asset-Based Revolving Line Of Credit | ||||||
Debt | ||||||
Maximum borrowing capacity | 30,000,000 | |||||
Current debt | 2,064,000 | $ 2,064,000 | 352,000 | |||
Amortization of deferred financing costs | 95,000 | $ 73,000 | $ 190,000 | $ 145,000 | ||
Floor rate (as a percent) | 1.00% | |||||
Unused line fee (as a percent) | 0.25% | |||||
Collateral monitoring fee | $ 2,500 | |||||
Early termination fee | 2.00% | |||||
Senior Secured Asset-Based Revolving Line Of Credit | If Early Termination Occurs on or Prior to First Anniversary of Closing Date | ||||||
Debt | ||||||
Early termination fee | 1.00% | |||||
Senior Secured Asset-Based Revolving Line Of Credit | If Early Termination Occurs After First Anniversary of Closing Date | ||||||
Debt | ||||||
Fronting fee | 0.25% | |||||
Senior Secured Asset-Based Revolving Line Of Credit | Other Noncurrent Assets | ||||||
Debt | ||||||
Unamortized deferred financing fees | (1,700,000) | $ (1,700,000) | (1,890,000) | |||
Senior Secured Asset-Based Revolving Line Of Credit | Base Rate loans | ||||||
Debt | ||||||
Interest rate percentage (as a percent) | 1.25% | |||||
Senior Secured Asset-Based Revolving Line Of Credit | LIBOR-based loans | ||||||
Debt | ||||||
Interest rate percentage (as a percent) | 2.25% | |||||
Senior Secured Asset-Based Revolving Line Of Credit | Canadian Dollar Offered Rate | ||||||
Debt | ||||||
Floor rate (as a percent) | 1.00% | |||||
Default spread on interest rate (as a percent) | 2.00% | |||||
Swing Loan Member | ||||||
Debt | ||||||
Maximum borrowing capacity | 3,000,000 | $ 3,000,000 | ||||
Letters of credit | ||||||
Debt | ||||||
Maximum borrowing capacity | 2,000,000 | 2,000,000 | ||||
Outstanding borrowings | 0 | 0 | ||||
Canadian Dollar Loans | ||||||
Debt | ||||||
Maximum borrowing capacity | 5,000,000 | 5,000,000 | ||||
New Centre Lane Facility | ||||||
Debt | ||||||
Maximum borrowing capacity | $ 35,000,000 | |||||
Loan term (in years) | 4 years | |||||
Payment Surety Bond | ||||||
Debt | ||||||
Outstanding surety bond | $ 52,400,000 | $ 52,400,000 | ||||
Performance Bond | ||||||
Debt | ||||||
Outstanding surety bond | $ 31,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
COMMITMENTS AND CONTINGENCIES | ||
Employee severance benefits | $ 2.7 | $ 2.7 |
Insurance expense | 0.5 | 1.2 |
Cash collateral for letters of credit | $ 0.4 | $ 0.4 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Details) $ / shares in Units, $ in Thousands | Jun. 15, 2021USD ($)$ / sharesshares | May 17, 2021$ / sharesshares | Mar. 05, 2021$ / shares | Jun. 30, 2021USD ($)employeeD$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2021USD ($)employeeD$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incremental costs | $ | $ 800 | $ 800 | |||||
Term of incremental costs being expensed | 20 months | ||||||
Stock-based compensation expense | $ | $ 800 | $ 600 | $ 1,500 | $ 900 | |||
Performance objective average payout term | 3 years | ||||||
Performance objective actual payout term | 3 years | ||||||
Threshold payout | 549,181 | 549,181 | |||||
Target payout | 1,098,362 | 1,098,362 | |||||
Maximum payout | 2,196,724 | 2,196,724 | |||||
Authorized adjustment amount to the performance results | $ | $ 51,900 | ||||||
Stock-based compensation | $ | $ 1,460 | $ 1,122 | |||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Adjusted grant price | $ / shares | $ 1.22 | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Adjusted grant price | $ / shares | $ 3.49 | ||||||
2015 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 156,014 | ||||||
2015 Plan | Performance and Service Vesting | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair value | $ / shares | $ 6.27 | ||||||
2015 Plan | Performance and Service Vesting | Common Stock | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 66,668 | ||||||
2021 long-term incentive program and 2015 plan | Performance vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate cash Value | $ | $ 2,200 | ||||||
Vesting period | 3 years | ||||||
Performance objectives period | 3 years | ||||||
2021 long-term incentive program and 2015 plan | Performance vesting | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award payouts | 50.00% | ||||||
2021 long-term incentive program and 2015 plan | Performance vesting | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award payouts | 200.00% | ||||||
2016 LTI program | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock price per share | $ / shares | $ 5.50 | $ 5.50 | |||||
Number of consecutive trading days | D | 30 | 30 | |||||
2017 LTI program | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock price per share | $ / shares | $ 6 | $ 6 | |||||
Number of consecutive trading days | D | 30 | 30 | |||||
Outside of 2015 Plan | Performance and Service Vesting | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair value | $ / shares | $ 5 | ||||||
Outside of 2015 Plan | Performance and Service Vesting | Common Stock | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 75,000 | ||||||
2018 LTI program | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting shares of restricted stock awards | 261,463 | ||||||
Stock price per share | $ / shares | $ 5 | $ 5 | |||||
Number of consecutive trading days | D | 30 | 30 | |||||
2018 LTI program | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock price per share | $ / shares | $ 5 | $ 5 | |||||
Restricted Stock | Performance and Service Vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of employees | employee | 2 | 2 | |||||
Restricted Stock | 2015 Plan | Vesting on the date of grant | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting shares of restricted stock awards | 25,000 | ||||||
Stock-based compensation expense | $ | $ 200 | ||||||
Restricted Stock | 2015 Plan | Vesting on March 31, 2022 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting shares of restricted stock awards | 8,333 | ||||||
Restricted Stock | 2015 Plan | Vesting on March 31, 2023 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting shares of restricted stock awards | 8,333 | ||||||
Restricted Stock | 2015 Plan | Performance and Service Vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 41,666 | ||||||
Performance objectives period | 2 years | ||||||
Restricted Stock | 2015 Plan | Performance and Service Vesting | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 33,334 | ||||||
Award payouts | 50.00% | ||||||
Restricted Stock | 2015 Plan | Performance and Service Vesting | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award payouts | 200.00% | ||||||
Restricted Stock | 2021 long-term incentive program and 2015 plan | Service vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 307,616 | ||||||
Weighted average grant date fair value | $ / shares | $ 3.48 | $ 3.48 | |||||
Restricted Stock | 2021 long-term incentive program and 2015 plan | Performance vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Performance objectives period | 3 years | ||||||
Restricted Stock | 2021 long-term incentive program and 2015 plan | Performance vesting | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award payouts | 50.00% | ||||||
Restricted Stock | 2021 long-term incentive program and 2015 plan | Performance vesting | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award payouts | 200.00% | ||||||
Restricted Stock | 2020 long-term incentive program and 2015 plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair value | $ / shares | $ 1.22 | $ 1.22 | |||||
Restricted Stock | 2020 long-term incentive program and 2015 plan | Service vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 580,312 | ||||||
Annual service objective term | 3 years | ||||||
Restricted Stock | 2020 long-term incentive program and 2015 plan | Performance vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 1,178,213 | ||||||
Annual performance objective term | 3 years | ||||||
Target award opportunity (as a percent) | 50.00% | ||||||
Maximum performance resulting in awards (as a percent) | 200.00% | ||||||
Restricted Stock | 2020 long-term incentive program and 2015 plan | Performance vesting | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Annual performance objective term | 3 years | ||||||
Restricted Stock | Outside of 2015 Plan | Performance and Service Vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 37,500 | ||||||
Restricted Stock | Outside of 2015 Plan | Performance and Service Vesting | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 37,500 | ||||||
Restricted Stock | Non-employee director | 2015 Plan | Service vesting | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 164,388 | ||||||
Weighted average grant date fair value | $ / shares | $ 3.29 | $ 3.29 |