Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 07, 2022 | Jul. 02, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 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 | 200 Ashford Center North | ||
Entity Address, Address Line Two | Suite 425 | ||
Entity Address, City or Town | Atlanta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30338 | ||
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 | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 105,800,364 | ||
Entity Common Stock, Shares Outstanding | 26,231,515 | ||
Entity Central Index Key | 0001136294 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Moss Adams LLP | ||
Auditor Firm ID | 659 | ||
Auditor Location | Dallas, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,482 | $ 8,716 |
Restricted cash | 468 | 468 |
Accounts receivable, net of allowance of $427 and $351, respectively | 35,204 | 27,549 |
Contract assets | 12,683 | 7,969 |
Other current assets | 11,049 | 6,457 |
Total current assets | 61,886 | 51,159 |
Property, plant and equipment, net | 653 | 309 |
Goodwill | 35,400 | 35,400 |
Intangible assets | 12,500 | 12,500 |
Other long-term assets | 5,712 | 5,712 |
Total assets | 116,151 | 105,080 |
Current liabilities: | ||
Accounts payable | 12,168 | 6,210 |
Accrued compensation and benefits | 12,388 | 15,800 |
Contract liabilities | 3,412 | 2,529 |
Short-term borrowings | 676 | 352 |
Current portion of long-term debt | 1,050 | 1,050 |
Other current liabilities | 11,017 | 7,170 |
Current liabilities of discontinued operations | 316 | 342 |
Total current liabilities | 41,027 | 33,453 |
Long-term debt, net | 30,328 | 30,728 |
Deferred tax liabilities | 2,442 | 2,440 |
Other long-term liabilities | 1,647 | 2,098 |
Long-term liabilities of discontinued operations | 4,250 | 4,466 |
Total liabilities | 79,694 | 73,185 |
Commitments and contingencies (Note 10, 13, and 14) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 26,408,789 and 25,926,333 shares issued, respectively, and 25,939,621 and 25,336,442 shares outstanding, respectively | 261 | 256 |
Paid-in capital | 92,227 | 90,292 |
Accumulated other comprehensive income | (95) | 28 |
Accumulated deficit | (55,930) | (58,673) |
Treasury stock, at par (469,168 and 589,891 common shares, respectively) | (6) | (8) |
Total stockholders' equity | 36,457 | 31,895 |
Total liabilities and stockholders' equity | $ 116,151 | $ 105,080 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable allowance for doubtful accounts | $ 427 | $ 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 | 26,408,789 | 25,926,333 |
Common stock, shares outstanding | 25,939,621 | 25,336,442 |
Treasury stock at par | 469,168 | 589,891 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 304,946 | $ 269,051 |
Cost of revenue | 273,520 | 235,035 |
Gross profit | 31,426 | 34,016 |
Operating expenses | ||
Selling and marketing expenses | 950 | 569 |
General and administrative expenses | 23,409 | 23,721 |
Depreciation and amortization expense | 190 | 187 |
Total operating expenses | 24,549 | 24,477 |
Operating income | 6,877 | 9,539 |
Interest expense, net | ||
Interest expense, net | 5,001 | 6,083 |
Loss on extinguishment of debt | 1,455 | |
Other income, net | (1,619) | (1,367) |
Total other expense, net | 3,382 | 6,171 |
Income from continuing operations before income tax expense | 3,495 | 3,368 |
Income tax expense | 793 | 1,385 |
Income from continuing operations | 2,702 | 1,983 |
Discontinued operations: | ||
Income (loss) from discontinued operations before income tax expense | 172 | (405) |
Income tax expense | 131 | 40 |
Income (loss) from discontinued operations | 41 | (445) |
Net income | $ 2,743 | $ 1,538 |
Basic earnings (loss) per common share | ||
Income from continuing operations | $ 0.11 | $ 0.08 |
Income (loss) from discontinued operations | (0.02) | |
Basic earnings per common share | 0.11 | 0.06 |
Diluted earnings (loss) per common share | ||
Income from continuing operations | 0.10 | 0.08 |
Income (loss) from discontinued operations | (0.02) | |
Diluted earnings per common share | $ 0.10 | $ 0.06 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 2,743 | $ 1,538 |
Foreign currency translation adjustment | (123) | (194) |
Comprehensive income | $ 2,620 | $ 1,344 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) $ in Thousands | Common Shares $0.01 Per Share | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | 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 | 6,431 | 6,485 | |||
Issuance of common stock (in shares) | 5,384,615 | |||||
Issuance of restricted stock units | $ 2 | 2 | ||||
Issuance of restricted stock units (in shares) | 840,682 | 223,216 | ||||
Tax withholding on restricted stock units | $ 4 | (227) | $ (1) | (224) | ||
Tax withholding on restricted stock units(in shares) | (93,234) | (76,032) | ||||
Stock-based compensation | 2,124 | 2,124 | ||||
Foreign currency translation | (194) | (194) | ||||
Net income | 1,538 | 1,538 | ||||
Balance, Ending at Dec. 31, 2020 | $ 256 | 90,292 | 28 | (58,673) | $ (8) | $ 31,895 |
Balance, Ending (in shares) at Dec. 31, 2020 | 25,926,333 | (589,891) | 25,926,333 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | $ 4 | $ 2 | $ 6 | |||
Issuance of restricted stock units (in shares) | 482,456 | 120,723 | ||||
Tax withholding on restricted stock units | $ 1 | (559) | (558) | |||
Stock-based compensation | 2,494 | 2,494 | ||||
Foreign currency translation | (123) | (123) | ||||
Net income | 2,743 | 2,743 | ||||
Balance, Ending at Dec. 31, 2021 | $ 261 | $ 92,227 | $ (95) | $ (55,930) | $ (6) | $ 36,457 |
Balance, Ending (in shares) at Dec. 31, 2021 | 26,408,789 | (469,168) | 26,408,789 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net income | $ 2,743 | $ 1,538 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Net (income) loss from discontinued operations | (41) | 445 |
Deferred income tax provision | 2 | 242 |
Depreciation and amortization on plant, property and equipment | 190 | 187 |
Amortization of deferred financing costs | 831 | 1,536 |
Amortization of debt discount | 200 | |
Gain on disposals of property, plant and equipment | (104) | |
Debt extinguishment expenses | 1,211 | |
Bad debt expense | 77 | (351) |
Stock-based compensation | 3,045 | 2,546 |
Changes in operating assets and liabilities | ||
Accounts receivable | (7,826) | 11,107 |
Contract assets | (4,700) | (699) |
Other current assets | (4,682) | (3,903) |
Other assets | (337) | 3,972 |
Accounts payable | 5,860 | (10,438) |
Accrued and other liabilities | (538) | 4,532 |
Contract liabilities | 879 | (176) |
Net cash provided by (used in) operating activities, continuing operations | (4,297) | 11,645 |
Net cash used in operating activities, discontinued operations | (200) | (464) |
Net cash provided by (used in) operating activities | (4,497) | 11,181 |
Investing activities: | ||
Purchase of property, plant and equipment | (538) | (117) |
Net cash used in investing activities | (538) | (117) |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (554) | (227) |
Proceeds from issuance of common stock | 6,489 | |
Debt issuance costs | (4,200) | |
Debt refinancing costs and original issue discount | (2,003) | |
Proceeds from short-term borrowings | 289,379 | 262,695 |
Repayments of short-term borrowings | (289,055) | (273,192) |
Proceeds from long-term debt | 35,000 | |
Repayments of long-term debt | (1,050) | (34,388) |
Net cash used in financing activities | (1,280) | (9,826) |
Effect of exchange rate change on cash | 81 | 128 |
Net change in cash, cash equivalents and restricted cash | (6,234) | 1,366 |
Cash, cash equivalents and restricted cash, beginning of year | 9,184 | 7,818 |
Cash, cash equivalents and restricted cash, end of year | 2,950 | 9,184 |
Supplemental Disclosures: | ||
Cash paid for interest | 3,674 | 4,316 |
Cash paid for income taxes, net of refunds | $ 2,128 | |
Noncash fee related to revolving debt facility | $ 150 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
BUSINESS AND ORGANIZATION | |
BUSINESS AND ORGANIZATION | NOTE 1— BUSINESS AND ORGANIZATIO N Effective June 29, 2018, Global Power Equipment Group Inc. changed its name to Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, “Williams,” the “Company,” “we,” “us” or “our,” unless the context indicates otherwise) to better align its name with the Williams business, and its stock now trades on the NYSE American LLC (the “NYSE American”) under the ticker symbol “WLMS.” Williams has been safely helping plant owners and operators enhance asset value for more than 50 years. It provides a broad range of construction, maintenance, and support services to customers in energy, power, and industrial end markets. Williams’ mission is to be the preferred provider of construction, maintenance, and specialty services through commitment to superior safety performance, focus on innovation, and dedication to delivering unsurpassed value to its customers. The Company’s corporate headquarters are located in Atlanta, Georgia. The Company reports on a fiscal quarter basis utilizing a “modified” 4-4-5 calendar (modified in that the fiscal year always begins on January 1 and ends on December 31). However, the Company has continued to label its quarterly information using a calendar convention. The effects of this practice are modest and only exist when comparing interim period results. The reporting periods and corresponding fiscal interim periods are as follows: Reporting Interim Period Fiscal Interim Period 2021 2020 Three Months Ended March 31 January 1, 2021 to April 4, 2021 January 1, 2020 to March 29, 2020 Three Months Ended June 30 April 5, 2021 to July 4, 2021 March 30, 2020 to June 28, 2020 Three Months Ended September 30 July 5, 2021 to October 3, 2021 June 29, 2020 to September 27, 2020 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Joint Ventures: In 2017, the Company formed a limited liability company (“LLC”) with an unrelated third party for the execution of a nuclear plant construction project. The Company has a 25 percent participation interest in this LLC, with distribution of expected gains and losses being proportionate to its participation interest. Although the LLC holds the construction contract with the client, the services required by the contract are performed by either the LLC, the Company, or the other member of the LLC, or by other subcontractors under subcontracting agreements with the LLC. The Company accounts for its investment in this LLC using the equity method. The Company’s investment in this LLC was $2.5 million and $1.7 million as of December 31, 2021 and 2020, respectively, and was included in other long-term assets on the consolidated balance sheets. Accounts receivable related to work performed for the Company’s unconsolidated investment in the LLC, included in accounts receivable, net, on the consolidated balance sheets, was $4.6 million and $3.9 million as of December 31, 2021 and 2020, respectively. The Company’s pro-rata share of net income from the LLC was $0.7 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively, and was included in other (income) expense, net, on the consolidated statements of operations. In addition, the Company did not receive a dividend in 2021 but received a dividend of $1.7 million in 2020. Discontinued Operations: On July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. Unless otherwise specified, the financial information presented in the accompanying financial statements and following notes relates to the Company’s continuing operations; it excludes any results of its discontinued operations. Please refer to “Note 4—Changes in Business” for financial information on the Company’s discontinued operations. Segment and Geographic Information The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2021, the Company earned 88.1% and 11.9% of its revenue in the U.S. and Canada, respectively. For the year ended December 31, 2020, the Company earned 86.7% and 13.3% of its revenue in the U.S. and Canada, respectively. Use of Estimates: Revenue Recognition: The Company’s contracts generally include a single performance obligation for which revenue is recognized over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. For cost-plus contracts, the Company recognizes revenue when services are performed and contractually billable based upon the hours incurred and agreed-upon hourly rates. Revenue on fixed-price contracts is recognized and invoiced over time using the cost-to-cost percentage-of-completion method. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company does not adjust the price of the contract for the effects of a significant financing component. Change orders are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The Company believes these methods of revenue recognition most accurately reflect the economics of the transactions with its customers. The Company’s contracts may include several types of variable consideration, including change orders, rate true-up provisions, retainage, claims, incentives, penalties, and liquidated damages. The Company estimates the amount of revenue to be recognized on variable consideration using estimation methods that best predict the amount of consideration to which the Company expects to be entitled. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of its anticipated performance and all information (historical, current, and forecasted) that is reasonably available. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. In circumstances where the Company cannot reasonably determine the outcome of a contract, it recognizes revenue over time as the work is performed, but only to the extent of recoverable costs incurred (i.e. zero margin). A loss provision is recorded for the amount of any estimated unrecoverable costs in excess of total estimated revenue on a contract as soon as the Company becomes aware. The Company generally provides a limited warranty for a term of two years or less following completion of services performed under its contracts. Historically, warranty claims have not resulted in material costs incurred. Cash and Cash Equivalents: Restricted Cash: Accounts Receivable: Property, Plant and Equipment: Long-Lived Assets: Goodwill and Indefinite-Lived Intangible Assets: The Company’s testing of goodwill for potential impairment involves the comparison of a reporting unit’s carrying value to its estimated fair value, which is determined using the income approach and market approaches. Similarly, the testing of the Company’s trade name for potential impairment involves the comparison of the carrying value of the trade name to its estimated fair value, which is determined using the relief from royalty method. If the carrying value of goodwill or the trade name is deemed to be unrecoverable, the excess of the carrying value over the estimated fair value is charged to results of operations in the period in which the impairment is determined. The Company did not have any impairment write-downs in 2021. Cost of Revenue: Warranty Costs: Insurance: Shipping and Handling Costs: — Advertising Costs: Stock-Based Compensation Expense: one Income Taxes: Under ASC 740—Income Taxes, the Financial Accounting Standards Board (“FASB”) requires companies to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available positive and negative evidence, using a “more likely than not” standard. In making such assessments, significant weight is given to evidence that can be objectively verified. A company’s current or previous operating history is given more weight than its future outlook, although the Company does consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs. The Company establishes valuation allowances for its deferred tax assets if, based on the available evidence, it is more likely than not that some portion of or all the deferred tax assets will not be realized. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company believes that its benefits and accruals recognized are appropriate for all open audit years based on its assessment of many factors including past experience and interpretation of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. To the extent that the final tax outcome of these matters is determined to be different than the amounts recorded, those differences will impact income tax expense in the period in which the determination is made. Other Comprehensive Income (Loss): Adoption of New Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes”, which simplifies the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in accounting for income taxes. The update is effective for annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company historically did not rely on the exceptions in computing the tax provision. The Company 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 | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
LEASES | NOTE 3—LEASES In accordance with ASU 2016-02, the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than twelve months or leases that contain a purchase option that is reasonably certain to be exercised, require lessees to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The Company primarily leases office space and related equipment, as well as equipment, modular units and vehicles directly used in providing services to our customers. The Company’s leases have remaining lease terms of one renewal For leases with terms greater than twelve months, the Company records the related right-of-use assets and lease liabilities at the present value of the fixed lease payments over the term at the commencement date. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable. Short-term leases (leases with an initial term of twelve months or less or leases that are cancelable by the lessee and lessor without significant penalties) are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used in delivering services to its customers. These leases are entered into at agreed upon hourly, daily, weekly, or monthly rental rates for an unspecified duration and typically have a termination for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than twelve months. On September 2, 2021, the Company made the decision to relocate its corporate headquarters to Atlanta, Georgia and entered into a ten-year lease agreement. The lease is not presented as a right-of-use asset and lease liability because the commencement date of the lease is not expected to occur until early 2022 after substantial completion of the leasehold improvements as defined in the lease agreement. The lease liability amounts to $3.5 million with a present value of $2.3 million over a ten-year term. If the Company defaults, the landlord has the right to use the security deposit for rent or other payments due to other damages, injury, expense or liability as defined in the lease agreement. Although the security deposit shall be deemed the property of the landlord, any remaining balance of the security deposit shall be returned by the landlord to the Company after termination of the lease as the Company’s obligations under the lease have been fulfilled. The components of lease expense for the years ended December 31, 2021 and 2020 were as follows: Lease Cost/(Sublease Income) (in thousands) 2021 2020 Operating lease cost $ 2,263 $ 3,679 Short-term lease cost 3,813 2,601 Sublease income (20) - Total lease cost $ 6,056 $ 6,280 Lease cost related to finance leases was not significant for the year ended December 31, 2021. Information related to the Company’s right-of-use assets and lease liabilities for the years ended December 31, 2021 and 2020 was as follows: Lease Assets/Liabilities (in thousands) Balance Sheet Classification 2021 2020 Lease Assets Right-of-use assets Other long-term assets $ 1,527 $ 2,029 Lease Liabilities Short-term lease liabilities Other current liabilities $ 1,606 $ 1,362 Long-term lease liabilities Other long-term liabilities 511 1,011 Total lease liabilities $ 2,117 $ 2,373 Supplemental information related to the Company’s leases for the year ended December 31, 2021 and 2020 are as follows: (dollars in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 2,433 $ 4,021 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,020 $ 2,290 Weighted-average remaining lease term - operating leases 1.36 years 1.80 years Weighted-average remaining lease term - finance leases 2.23 years 3.23 years Weighted-average discount rate - operating leases 9% 9% Weighted-average discount rate - finance leases 9% 9% Total remaining lease payments under the Company’s operating and finance leases for the year ended December 31, 2021 are as follows: Operating Leases Finance Leases Year Ended December 31, (in thousands) 2022 $ 1,701 $ 6 2023 390 6 2024 131 1 2025 3 - Total lease payments $ 2,225 $ 13 Less: interest (120) (1) Present value of lease liabilities $ 2,105 $ 12 |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
CHANGES IN BUSINESS. | |
CHANGES IN BUSINESS | NOTE 4—CHANGES IN BUSINESS Discontinued Operations Electrical Solutions During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented. On July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. As a result of the July 11, 2018 bankruptcy of Koontz-Wagner, the Company recorded a pension withdrawal liability of $2.9 million related to Koontz-Wagner’s International Brotherhood of Electrical Workers Local Union 1392 (“IBEW”) 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 Company’s 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 Company’s payments going forward using the proper contribution rate. Accordingly, the Company’s overall pension withdrawal liability decreased by approximately $0.3 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 $0.3 million in 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 each of December 31, 2021 and 2020, the Company did not December 31, (in thousands) 2021 2020 Liabilities: Current liabilities of discontinued operations $ 316 $ 342 Liability for pension obligation 2,368 2,670 Liability for uncertain tax positions 1,882 1,796 Long-term liabilities of discontinued operations 4,250 4,466 Total liabilities of discontinued operations $ 4,566 $ 4,808 The following table presents a reconciliation of the major classes of line items constituting the net income (loss) from discontinued operations. In accordance with GAAP, the amounts in the table below do not include an allocation of corporate overhead. Year Ended December 31, (in thousands) 2021 2020 General and administrative expenses $ 40 $ 197 Gain on disposal - Electrical Solutions (288) — Interest expense 76 208 Income (loss) from discontinued operations before income taxes 172 (405) Income tax expense 131 40 Income (loss) from discontinued operations $ 41 $ (445) |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5—PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant, and equipment balances, by significant asset category, were as follows: Estimated December 31, ($ in thousands) Useful Lives 2021 2020 Buildings and improvements 5 - 39 years $ 495 $ 495 Machinery and equipment 3 - 12 years 4,663 4,236 Furniture and fixtures 2 - 10 years 8,695 8,695 Capital lease assets 5 years 21 27 13,874 13,453 Less accumulated depreciation (13,221) (13,144) Property, plant and equipment, net $ 653 $ 309 Depreciation expense was approximately $0.2 million for each of the years ended December 31, 2021 and 2020. No impairment charges on property, plant and equipment were recognized for the years ended December 31, 2021 and 2020. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6—GOODWILL AND OTHER INTANGIBLE ASSETS The Company determines the fair value of its reporting unit using a combination of income and market approaches. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for the reporting unit, which falls within Level 3 of the fair value hierarchy. As of each of December 31, 2021 and 2020, the Company had $12.5 million of unamortizable indefinite-lived intangible assets related to its Williams Industrial Services Group trade name. The Company did not incur any amortization expense for each of the years ended December 31, 2021 and 2020, respectively. The Company determines the fair value of its trade name using the relief from royalty method. Under that method, the fair value of the trade name is determined by calculating the present value of the after tax cost savings associated with owning the asset and therefore not having to pay royalties for its use for the remainder of its estimated useful life. As a result of the Company’s annual indefinite-lived intangible asset impairment analysis as of October 1, 2021 and 2020, the Company determined the fair value of its trade name exceeded its book value; therefore, no impairment charge was recorded for the years ended December 31, 2021 and 2020. As a result of the Company’s annual goodwill impairment analysis as of October 1, 2021 and 2020, the Company determined that the fair value of its reporting unit exceeded its book value, and accordingly, no impairment charge was necessary for the years ended December 31, 2021 and 2020. Estimating the fair value of reporting units and trade names requires the use of estimates and significant judgments that are based on a number of factors including current and historical actual operating results, balance sheet carrying values, the Company’s most recent forecasts, and other relevant quantitative and qualitative information. If current or expected conditions deteriorate, it is reasonably possible that the judgments and estimates described above could change in future periods and result in impairment charges. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2021 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | NOTE 7—FINANCIAL INSTRUMENTS Fair Value of Financial Instruments: The Company’s financial instruments as of December 31, 2021 and 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8—INCOME TAXES Income (loss) before income taxes was as follows: Year Ended December 31, (in thousands) 2021 2020 Domestic $ (19) $ (1,130) Foreign 3,514 4,498 Income from continuing operations 3,495 3,368 Income (loss) from discontinued operations 172 (405) Income before income tax expense $ 3,667 $ 2,963 The following table summarizes the income tax expense (benefit) by jurisdiction: Year Ended December 31, (in thousands) 2021 2020 Current: Foreign $ 922 $ 1,183 Total current 922 1,183 Deferred: Federal (69) 92 State (192) 149 Foreign 263 1 Total deferred 2 242 Income tax expense $ 924 $ 1,425 Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows: Year Ended December 31, (in thousands) 2021 2020 Continuing operations $ 793 $ 1,385 Discontinued operations 131 40 Income tax expense $ 924 $ 1,425 Effective Tax Rate Reconciliation The amount of the income tax expense (benefit) for continuing operations during the years ended December 31, 2021 and 2020 differs from the statutory federal income tax rate of 21%as follows: Year Ended December 31, 2021 2020 (in thousands) Amount Percent Amount Percent Tax expense computed at the maximum U.S. statutory rate $ 734 21.0 % $ 707 21.0 % Difference resulting from state income taxes, net of federal income tax benefits 151 4.3 % 646 19.2 % State tax rate difference (211) (6.0) % (273) (8.1) % Non-deductible expenses, other 125 3.6 % 103 3.0 % APB 23 DTL 264 7.6 % — — % Change in net operating loss carryforward (42) (1.2) % (1,116) (33.1) % Change in valuation allowance (660) (18.9) % 914 27.1 % Change in foreign tax credits 359 10.3 % 641 19.0 % Bankruptcy reorganization costs — — % (3) (0.1) % Other, net 73 2.1 % (234) (6.9) % Total tax expense $ 793 22.8 % $ 1,385 41.1 % Deferred Taxes The significant components of deferred income tax assets and liabilities for continuing operations consisted of the following: December 31, (in thousands) 2021 2020 Assets: Cost in excess of identifiable net assets of business acquired $ 4,437 $ 5,111 Reserves and other accruals 3,822 3,767 Tax credit carryforwards 5,754 6,440 Accrued compensation and benefits 2,077 3,577 State net operating loss carryforwards 13,493 12,465 Federal net operating loss carryforwards 47,653 46,572 Gain/loss on assets held for sale 1,457 1,434 Other 6,438 5,633 85,131 84,999 Liabilities: Indefinite life intangibles (12,445) (12,255) Property and equipment (473) (407) Net deferred tax assets 72,213 72,337 Valuation allowance for net deferred tax assets (74,655) (74,777) Net deferred tax liability after valuation allowance $ (2,442) $ (2,440) As of both December 31, 2021 and 2020, the Company had a net deferred tax liability related to its continuing operations of $2.4 million. The net deferred tax liabilities for the years ended December 31, 2021 and 2020 predominantly related to indefinite-lived intangibles deferred tax liabilities that can be used to offset deferred tax assets without valuation allowances. A net decrease in valuation allowances related to continuing operations of $0.1 million as of December 31, 2021 was recorded against the gross deferred tax asset balances as of December 31, 2021. As of December 31, 2021, the Company would need to generate $292.3 million of future U.S. pre-tax income to realize its deferred tax assets. Tax Cuts and Jobs Acts of 2017 On December 22, 2017, the Tax Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. Net Operating Losses and Tax Credit Carryforwards As of December 31, 2021, the Company had $225.9 million of federal net operating loss carryforwards expiring between 2026 2037 2022 2041 2027 2022 2031 Under the Internal Revenue Code, the amount of and the benefits from net operating loss (“NOL”) and tax credit carryforwards may be limited or permanently impaired in certain circumstances. In addition, under the Tax Act, the amount of post 2017 NOLs that the Company is permitted to deduct in any taxable year is limited to 80% of its taxable income in such year, where taxable income is determined without regard to the NOL deduction itself. The Tax Act also generally eliminates the ability to carry back any NOL to prior taxable years, while allowing post 2017 unused NOLs to be carried forward indefinitely. Valuation Allowances Unremitted Earnings Uncertain Tax Positions A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows (in thousands): Year Ended December 31, (in thousands) 2021 2020 Unrecognized tax benefits at January 1 $ 2,861 $ 2,898 Reductions to unrecognized tax benefits from lapse of statutes of limitations (14) (37) Unrecognized tax benefits at December 31 $ 2,847 $ 2,861 Unrecognized tax benefits from discontinued operations at December 31 $ 964 $ 964 Unrecognized tax benefits from continuing operations at December 31 1,883 1,897 $ 2,847 $ 2,861 As of December 31, 2021 and 2020, the Company provided for a liability of approximately $2.8 million and $2.9 million, respectively for unrecognized tax benefits related to various federal, foreign, and state income tax matters. The Company has elected to classify interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2021, the Company accrued $1.5 million for potential payment of interest and penalties, compared with $1.3 million accrued as of December 31, 2020. As of each of December 31, 2021 and 2020, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.4 million. In 2022, the Company anticipates it will release less than $0.1 million of accruals of uncertain tax positions as the statute of limitations related to these liabilities will lapse in 2022. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. The Company has incorporated the impact of the CARES Act to the tax provision. In addition, the Company deferred payments of federal employer payroll taxes of approximately $4.9 million, as permitted by the CARES Act. The first half of the deferred amounts were paid in December 2021, and the second half will be paid in December 2022. The Company files a consolidated U.S. federal income tax return. Currently, the Company is not under examination for income tax purposes by any taxing jurisdiction. A presentation of open tax years by jurisdiction is as follows: Tax Jurisdiction Examination in Progress Open Tax Years for Examination United States None 2006 to Present Mexico None 2016 to Present China None 2013 to 2017 The Netherlands None 2018 Canada None 2019 to Present |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
REVENUE. | |
REVENUE | NOTE 9—REVENUE Disaggregation of Revenue Disaggregated revenue by type of contract was as follows. Year Ended December 31, (in thousands) 2021 2020 Cost-plus reimbursement contracts $ 258,823 $ 238,529 Fixed-price contracts 46,123 30,522 Total $ 304,946 $ 269,051 Disaggregated revenue by the geographic area where the work was performed was as follows: Year Ended December 31, (in thousands) 2021 2020 United States $ 268,726 $ 233,297 Canada 36,220 35,754 Total $ 304,946 $ 269,051 Contract Balances The Company enters into contracts that allow for periodic billings over the contract term that are dependent upon specific advance billing terms, as services are provided, or as milestone billings based on completion of certain phases of work. Projects with performance obligations recognized over time that have costs and estimated earnings recognized to date in excess of cumulative billings are reported in the Company’s consolidated balance sheet as contract assets. Projects with performance obligations recognized over time that have cumulative billings in excess of costs and estimated earnings recognized to date are reported in the Company’s consolidated balance sheet as contract liabilities. At any point in time, each project in process could have either contract assets or contract liabilities. The following table provides information about contract assets and contract liabilities from contracts with customers. December 31, (in thousands) 2021 2020 Costs incurred on uncompleted contracts $ 273,520 $ 235,035 Earnings recognized on uncompleted contracts 31,426 34,016 Total 304,946 269,051 Less—billings to date (295,675) (263,611) Net $ 9,271 $ 5,440 Contract assets $ 12,683 $ 7,969 Contract liabilities (3,412) (2,529) Net $ 9,271 $ 5,440 For the year ended December 31, 2021, the Company recognized revenue of approximately $2.2 million on approximately $2.5 million in the corresponding contract liability balance at 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 December 31, 2021, as adjusted for the loss of a multi-year contract within the nuclear decommissioning market in early 2022. The Company’s total backlog as of December 31, 2021, excluding the lost decommissioning contract, was $270.7 million. (in thousands) 2022 2023 Thereafter Total Cost plus $ 88,877 $ 43,506 $ 66,065 $ 198,448 Lump sum 68,328 3,948 - 72,276 Total $ 157,205 $ 47,454 $ 66,065 $ 270,724 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2021 | |
DEBT | |
DEBT | NOTE 10—DEBT As of December 31, 2021, and 2020, the Company had the following debt, net of unamortized deferred financing costs and unamortized debt discount: December 31, (in thousands) 2021 2020 Revolving Credit Facility $ 676 $ 352 Current portion of Term Loan 1,050 1,050 Current debt $ 1,726 $ 1,402 Term Loan $ 32,900 $ 33,950 Unamortized debt discount from refinancing (791) (991) Unamortized deferred financing costs (1,781) (2,231) Long-term debt, net $ 30,328 $ 30,728 Total debt, net $ 32,054 $ 32,130 Debt Refinancing The Revolving Credit Facility The Term Loan On the Closing Date, the Company and certain of its subsidiaries (the “Term Loan Borrowers”) entered into the Term Loan, Guarantee and Security Agreement with EICF Agent LLC, as agent for the lenders, CION Investment Corporation, as a lender and co-lead arranger, and the other lenders party thereto (the “Term Loan Agreement”), which provides for the Term Loan. The Closing Date Term Loan was fully drawn on the Closing Date, while the Delayed Draw Term Loan Facility is available upon the satisfaction of certain conditions precedent for up to 18 months following the Closing Date. The Term Loan Agreement matures on December 16, 2025. Borrowings under the Term Loan Agreement bear interest at LIBOR, plus a margin of 8.50% (if the Total Leverage Ratio (as defined in the Term Loan Agreement) is less than 2.50 The Term Loan Borrowers’ Obligations (as defined in the Term Loan Agreement) are guaranteed by certain of the Company’s material, wholly-owned subsidiaries, subject to customary exceptions (the “Term Loan Guarantors” and, together with the Term Loan Borrowers, the “Term Loan Credit Parties”). The Term Loan Credit Parties’ obligations are secured by first-priority security interests on substantially all of the Term Loan Credit Parties’ assets, as well as a second-priority security interest on the Term Loan Credit Parties’ accounts receivable and inventory, subject to the Intercreditor Agreement. Subject to certain conditions, the Term Loan Borrowers may voluntarily prepay the Term Loan on any Payment Date (as defined in the Term Loan Agreement), in whole or in part, in a minimum amount of $1.0 million of the outstanding principal amount, plus a Prepayment Fee (the “Prepayment Fee”), calculated as follows: if prepayment occurred prior to the first anniversary of the Closing Date, the Prepayment Fee would have been 3.00% of the principal amount being prepaid; if prepayment occurs on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date, the Prepayment Fee will be 2.00% of the principal amount being prepaid; and if prepayment occurs on or after the second anniversary of the Closing Date and prior to the third anniversary of the Closing Date, the Prepayment Fee will be 1.00% of the principal amount being prepaid. Subject to certain exceptions, within 120 days of the end of each calendar year, beginning with the year ending December 31, 2021, the Term Loan Borrowers must prepay the Obligations in an amount equal to (1) (i) if the Total Leverage Ratio is greater than 3:00:1:00, 50.0% of Excess Cash Flow (as defined in the Term Loan Agreement) or (ii) if the Total Leverage Ratio is equal to or less than 3:00:1:00 and greater than 2:00:1:00, 25.0% of Excess Cash Flow, less (2) all voluntary prepayments made on the Term Loan during such calendar year; provided that, so long as no default or event of default has occurred and is continuing or would result therefrom, no such prepayment will be required unless Excess Cash Flow for such calendar year equals or exceeds $0.5 million. The Term Loan Agreement also requires mandatory prepayment of certain amounts in the event the Term Loan Borrowers receive proceeds from certain events and activities, including, among others, certain asset sales and casualty events, the issuance of indebtedness and equity interests, and the receipt of extraordinary receipts (with certain exclusions), plus, in certain instances, the applicable Prepayment Fee, calculated as set forth above. The Term Loan Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, in each case, with certain exceptions, limitations and qualifications. The Term Loan Agreement also requires the Term Loan Borrowers to regularly provide certain financial information to the lenders thereunder, maintain a maximum total leverage ratio and a minimum fixed charge coverage ratio, and comply with certain limitations on capital expenditures. Events of default under the Term Loan Agreement include, but are not limited to, a breach of certain covenants or any representations or warranties, failure to timely pay any amounts due and owing, the commencement of any bankruptcy or other insolvency proceeding, judgments in excess of certain acceptable amounts, the occurrence of a change in control, certain events related to ERISA matters, impairment of security interests in collateral or invalidity of guarantees or security documents, or a default or event of default under the Revolving Credit Agreement or the Intercreditor Agreement, in each case, with customary exceptions, limitations, grace periods and qualifications. If an event of default occurs, the Term Loan lenders may, among other things, declare all Obligations to be immediately due and payable, together with accrued interest and fees, and exercise remedies under the collateral documents relating to the Term Loan Agreement. The scheduled maturities of the Closing Date Term Loan are as follows: December 31, (in thousands) 2022 1,050 2023 1,050 2024 1,050 2025 30,800 Total $ 33,950 The Company’s borrowing rate under the Term Loan at December 31, 2021 was 9.5%. Letters of Credit and Bonds In line with industry practice, the Company is often required to provide letters of credit and payment and performance surety bonds to customers. These letters of credit and bonds provide credit support and security for the customer if the Company fails to perform its obligations under the applicable contract with such customer. no In addition, as of December 31, 2021 and December 31, 2020, the Company had outstanding payment and performance surety bonds of $67.6 million and $31.0 million, respectively. Deferred Financing Costs and Debt Discount: Deferred financing costs are amortized over the terms of the related debt facilities using the straight-line method. The following table summarizes the amortization of deferred financing costs related to the Company's debt facilities and recognized in interest expense on the consolidated statements of operations: December 31, (in thousands) 2021 2020 Term loan* $ 450 $ 458 Debt discount 200 — Revolving credit facility 381 304 Total $ 1,031 $ 762 * 2020 does not include the $0.8 million of amortization expenses that were written off on the Prior Term Loan and included in the $1.5 million loss on extinguishment of debt. The following table summarizes unamortized deferred financing costs included on the Company's consolidated balance sheets: December 31, (in thousands) Location 2021 2020 Term Loan Long-term debt, net $ 1,781 $ 2,231 Debt discount Long-term debt, net 791 991 Revolving Credit Facility Other long-term assets 1,509 1,890 Total $ 4,081 $ 5,112 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 11—EARNINGS PER SHARE Basic earnings per common share are calculated by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per common share are based on the weighted average common shares outstanding during the period, adjusted for the potential dilutive effect of common shares that would be issued upon the vesting and release of restricted stock awards and units. Basic and diluted income per common share from continuing operations were calculated as follows: Year Ended December 31, (in thousands, except share data) 2021 2020 Income from continuing operations $ 2,702 $ 1,983 Basic income per common share: Weighted average common shares outstanding 25,506,748 23,676,458 Basic income per common share $ 0.11 $ 0.08 Diluted income per common share: Weighted average common shares outstanding 25,506,748 23,676,458 Diluted effect: Unvested portion of restricted stock units and awards 630,896 541,539 Weighted average diluted common shares outstanding 26,137,644 24,217,997 Diluted income per common share $ 0.10 $ 0.08 In March 2020, the Company successfully completed its fully backstopped $7.0 million rights offering, which expired March 2, 2020, pursuant to which the Company issued 5,384,615 shares of its common stock and received net proceeds of $6.5 million. As of December 31, 2021, the Company’s 25,939,621 shares outstanding included 215,956 shares of contingently issued but unvested restricted stock. As of December 31, 2020, the Company’s 25,336,442 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. The weighted-average number of shares outstanding used in the computation of basic and diluted earnings per share does not include the effect of the following potential outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted earnings per share because the effect would have been anti-dilutive: Year Ended December 31, 2021 2020 Unvested service-based restricted stock and restricted stock unit awards — 354,257 Unvested performance- and market-based restricted stock unit awards 765,857 1,628,606 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
STOCK-BASED COMPENSATION. | |
STOCK-BASED COMPENSATION PLANS | NOTE 12—STOCK-BASED COMPENSATION Description of the Plans The Company has one equity incentive plan: the 2015 Equity Incentive Plan, as amended and restated on May 12, 2020 (the “2015 Plan”). The 2015 Plan allows for the issuance of up to 3,500,000 shares of stock to the Company’s employees and directors in the form of a variety of instruments, including stock options, restricted stock, restricted share units, stock appreciation rights and other share-based awards. The Company provides the option to repurchase the number of shares required to satisfy tax withholding obligations in connection with the vesting of restricted stock unit awards issued to employees participating in the 2015 Plan. The 2015 Plan also allows for cash-based awards. Generally, all participants who voluntarily terminate their employment with the Company forfeit 100% of all unvested equity awards. Persons who are terminated without cause, or in some cases leave for good reason, are generally entitled to proportionate vesting. The vesting of proportionate time-based shares is accelerated and such shares distributed upon such individuals’ termination date. Proportionate market-based and performance-based restricted shares remain categorized as unvested pending final conclusion on the achievement of the related awards. As of December 31, 2021, the Company had approximately 1,298,219 shares available under the 2015 Plan to settle previously granted awards. During 2021, the Company granted (including modifications) 1,833,465 restricted shares and restricted stock units under the 2015 Plan and granted (including modifications) 336,463 restricted stock units outside of the 2015 Plan. Total stock-based compensation expense during the years ended December 31, 2021 and 2020 was $3.0 million and $2.5 million, respectively, with no related excess tax benefit recognized, and was included in general and administrative expenses on the Company’s consolidated statements of operations. As of December 31, 2021, total unrecognized compensation expense related to all unvested restricted stock and restricted stock unit awards for which terms and conditions are known totaled $4.1 million, which is expected to be recognized over a weighted average period of 1.7 years. The fair value of shares that vested during 2021 and 2020 based on the stock price at the applicable vesting date was $2.3 million and $0.8 million, respectively. The weighted average grant date fair value of the Company’s restricted stock units was $3.27 and $1.98 for the years ended December 31, 2021 and 2020, respectively. Service-Based Restricted Stock and Unit Awards: Information for service-based restricted stock and restricted stock units as of December 31, 2021 was as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units at December 31, 2020 1,409,415 2.41 Granted 551,173 3.77 Vested (907,593) 1.86 Forfeited (167,195) 1.37 Unvested restricted stock and restricted stock units at December 31, 2021 885,800 $ 1.37 Performance-based awards: three During 2021, the Company made a grant of 33,334 performance-based restricted stock units under the 2020 long-term incentive program. This award was granted under the 2015 Plan and, at the Company’s discretion, can be settled in cash or shares. This award had two Modification to 2020 Long-Term Incentive Program. 2/3 1/3 three Accounting for the performance-based restricted stock units granted and modified in 2021 is based on management’s expectations as to the number of performance-based restricted stock units that are likely to vest at the conclusion of the performance period, at which point accounting expense is trued-up to reflect the actual number of performance-based restricted stock units that vest. In order to evaluate the performance-based restricted stock, the Company engaged a third-party consultant to assist in calculating the amount modified along with the modified fair value of the performance based restricted stock units. Management reviewed the assumptions in the calculation and the amount modified and the modification date fair value and determined they appeared reasonable. Therefore, management determined the fair value of each performance period on March 5, 2021 (modification date) to be based on a stock price of $3.49 (March 5, 2021 stock price) and began recognizing compensation cost over a period of 24 months. Based on this analysis, it was determined that as of December 31, 2020 management expected that no performance-based restricted stock units would vest. Accordingly, the Company would accrue no compensation expense for fiscal 2020. The compensation expense for 2020 was subsequently reversed in 2021 and was expensed at “Threshold” (based on management’s assessment) for a new requisite service period of two years rather than the initial service requisite period of three years. In May 2021, the Company recognized a $0.6 million reduction of stock compensation expense for the year of 2021. Additionally, management reconvened in January 2022 to analyze the performance-based restricted stock unit agreement modified and granted in 2021 and, based on discussion with management, the Company would not meet the performance objectives for fiscal year ending on December 31, 2021. The Company engaged a third-party firm to assist in estimating the amount of shares that are expected to vest in the future which provided a “most likely” scenario that would be used to estimate the amount of stock-compensation costs to accrue going into 2022 while determining the amount to adjust in 2021 in order to accrue the correct amount of shares throughout the remaining performance period. Management reviewed the assumptions used in the calculation of the amount and determined they appeared reasonable. Therefore, management determined that out of 1.2 million shares, “most likely” 0.5 million shares, would vest in March 31, 2023 and March 31, 2024. The Company accrued $0.3 million of stock-compensation expense recorded in general and administrative expenses on the income statement and paid-in capital on the balance sheet. Information for performance-based restricted stock units (excluding those accounted for as liability awards because the award was based on a cash amount and not based on an amount of restricted share units) as of December 31, 2021 was as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units at December 31, 2020 882,048 $ 2.35 Granted 70,834 5.60 Modified 1,098,362 3.49 Vested (180,078) 3.21 Canceled (1,098,362) 1.22 Forfeited (225,671) 7.35 Unvested restricted stock and restricted stock units at December 31, 2021 547,133 $ 3.68 Market-based awards: The awards are subject to a market condition as defined under Accounting Standards Codification (ASC) Topic 718, Stock Compensation. As such, ASC Topic 718 generally requires the Company to determine the fair value of the awards (both pre- and post-modification) based on a lattice valuation model, such as a Monte Carlo Simulation (or other appropriate valuation model). Management analyzed the modification of these market-based restricted share unit grants and engaged Meridian to assist the Company with estimating the incremental accounting expense associated with the modification. The incremental accounting expense associated with each award modification is calculated as the difference between the following two Monte Carlo valuations: (i) Pre-Modification: Estimated value on March 5, 2021 (modification date) based on original award terms, (ii) Post-Modification: Estimated value on March 5, 2021 (modification date) based on modified award terms. The market based restricted share unit modifications will be expensed at the incremental accounting expense over a new requisite service period for twenty-one months starting in April 2021 and ending on December 31, 2022. As of April 2021, this will result in an aggregate incremental expense for modification of all three awards to be $0.8 million accrued throughout the 21-month Information for market-based restricted stock units as of December 31, 2021 was as follows: Weighted-Average Grant Date Shares Fair Value per Share Modified 449,559 1.74 Forfeited (80,034) 1.77 Unvested restricted stock units at December 31, 2021 369,525 $ 1.73 2016 Grant Modification Expected term (years) 1.82 Expected volatility 57.6 % Expected dividend yield 0.00 % Risk-free interest rate 0.13 % Weighted-average grant date fair value $ 1.87 2017 Grant Modification Expected term (years) 1.82 Expected volatility 57.6 % Expected dividend yield 0.00 % Risk-free interest rate 0.13 % Weighted-average grant date fair value $ 1.65 2018 Grant Modification Expected term (years) 1.82 Expected volatility 57.6 % Expected dividend yield 0.00 % Risk-free interest rate 0.13 % Weighted-average grant date fair value $ 2.11 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
EMPLOYEE BENEFIT PLANS. | |
EMPLOYEE BENEFIT PLANS | NOTE 13—EMPLOYEE BENEFIT PLANS Defined Contribution Plan: Multiemployer Pension Plans: 1. Assets contributed to the multiemployer pension plan by one employer may be used to provide benefits to employees of other participating employers. 2. If a participating employer stops contributing to the multiemployer pension plan, the unfunded obligations of the multiemployer pension plan may be borne by the remaining participating employers. 3. If the Company chooses to stop participating in some of its multiemployer pension plans, it may be required to pay those plans an amount based on the underfunded status of the multiemployer pension plan, referred to as a withdrawal liability. The Company’s participation in these multiemployer pension plans during the year ended December 31, 2021 is outlined in the following table. All information in the tables is as of December 31, 2021, unless otherwise stated. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available during 2021 and 2020 is for the respective plan’s fiscal year-end as of 2021 and 2020, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80 percent funded. If a plan is critical and declining, the plan sponsor may file an application with the Secretary of the Treasury requesting a temporary or permanent reduction of benefits to keep the plan from running out of money. If a fund is in critical status, adjustable benefits may be reduced and no lump sum distributions in excess of $5,000 can be made. Plans that are in critical and endangered status are required to adopt a plan aimed at restoring the financial health of the benefit plan. The “Rehab Plan Status Pending/Implemented” column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented. The next to last column lists the expiration date of the collective-bargaining agreement to which the plans are subject. Certain plans have been aggregated in the “All Others” line in the following table, as the contributions to each of these individual plans are not material. Only with respect to multiemployer pension plans, we considered contributions in excess of $0.1 million in any period disclosed to be individually significant. Expiration Pension Rehab Plan ($ in thousands) Date of Protection Act status Contributions by Collective EIN/Pension Zone Status Pending/ the Company Surcharge Bargaining Pension Fund Plan Number 2021 2020 Implemented 2021 2020 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Endangered Endangered FIP 01/01/20 4,263 2,622 No (8) Annual Agreements-Automatic Renewal 3,4,6.9 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green 366 336 No (8) Multiple Agreements 2, 3, 6, 9, 10 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehab Plan 14 Years 103 74 No (7) Multiple Agreements 2, 3, 9, 10 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 523 441 No (8) Annual Agreements-Automatic Renewal 6 IBEW Local 1579 Pension Plan 58-1254974 001 Green Green 1,239 774 No (8) Agreement through end of Job 10 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green 316 185 No (8) Annual Agreements-Automatic Renewal 3, 11 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Seriously Endangered FIP - 2017 184 2,327 No (8) Multiple Agreements 2, 3, 5, 10 Laborers National Pension Fund 75-1280827 001 Critical Critical Rehab - 2017 417 225 No (7) Multiple Agreements 1, 2, 3, 5, 9, 10 National Asbestos Workers Pension Plan 52-6038497 001 Critical Critical Rehab plan in place 1,258 1,165 No (7) Annual Agreements-Automatic Renewal 3 National Electrical Benefits Fund 53-0181657 001 Green Green 578 354 No (8) Multiple Agreements 2, 3, 4, 5, 9, 10 New Jersey Building Laborers Statewide Pension Fund 22-6077693 001 Critical Critical Rehab plan in place 1,340 616 No (7) Annual Agreements-Automatic Renewal 9 United Association National Pension Fund 52-6152779 001 Endangered Endangered FIP 04/05/10 315 201 No (8) Multiple Agreements 2, 3, 4, 5, 9, 10 Laborers Local 235 Pension Fund 13-6186984 001 Green 152 17 No (8) Annual Agreements-Automatic Renewal 9, 11 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green 265 180 No (8) Annual Agreements-Automatic Renewal 3, 11 Southern Ironworkers Pension Plan 59-6227091 001 Green 270 315 No (8) Agreement through end of Job 10, 11 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Endangered Rehab Plan 2009 512 310 No (8) Annual Agreements-Automatic Renewal 3 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green 112 15 No (8) Annual Agreements-Automatic Renewal 4, 11 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green 185 45 No (8) Annual Agreements-Automatic Renewal 4, 11 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Green 376 59 No (8) Annual Agreements-Automatic Renewal 4 IUOE Local 825 Pension Plan 22-6033380 001 Green 242 141 No (8) Annual Agreements-Automatic Renewal 9, 11 Massachusetts Laborers' Pension Fund 04-6128298 001 Green 485 137 No (8) Annual Agreements-Automatic Renewal 9, 11 IUOE Local 4 Pension Fund 04-6013863 001 Green 311 111 No (8) Annual Agreements-Automatic Renewal 9, 11 Local Union 400 IBEW Pension Plan 22-6257847 001 Green Green 229 22 No (8) Annual Agreements-Automatic Renewal 9 Electricians Pension Plan, IBEW 995 72-6057089 001 Critical Critical Rehab Plan 2009 131 0 No (7) Annual Agreements-Automatic Renewal 9 Western States Insulators and Allied Workers Pension 51-0155190 001 Green Green 111 19 No (8) Annual Agreements-Automatic Renewal 4 All Others 1,559 1,120 Total 15,842 11,811 (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for St. Lucie and Turkey Point. (2) Defined Benefit Plans for Unions employed through the Southern Company Power Maintenance & Modification Agreement. The Southern Company SCMMA expires 07/31/2026 and renews each year unless terminated. The individual Union CBA range from 1 to 3 years in duration. (3) Defined Benefit Plans for Unions employed through the TVA PMMA and Other Agreements. The TVA Labor Agreements are annual agreements that automatically renew each year. (4) Defined Benefit Plans for Unions employed through the GPPMA agreement for Columbia Generating Station. The GPPMA Agreements are annual agreements that automatically renew each year. (5) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. (6) Defined Benefit Plan for Union employed at Con Ed sites. (7) No Surcharge required if proper Rehabilitation Plan adopted in labor agreement. (8) No Surcharge required if Plan is not in Critical or Critical & Declining Status. (9) Defined Benefit Plans for Unions employed through the GPPMA agreement for San Onofre, Oyster Creek, Pilgrim, LaSalle, Byron, Quad Cities, Peach Bottom, Limerick, Ginna, Point Beach, Waterford III, Salem/Hope Creek and DC Cook Nuclear Plants (Holtec). Also work under Decommissioning Agreement at Oyster Creek and Pilgrim (CDI). (10) Defined Benefit Plans for Unions employed through the Nuclear Power Construction Agreement. The Nuclear Power Construction Agreement is for new work at Voglte and runs through the duration of the project. (11) The status of this plan had not been issued as of the date of filing this Form 10-K. A plan in green status with a calendar year has the option to issue its Annual Funding Notice in March or April of the subsequent year . Employees covered by multiemployer pension plans are hired for project-based building and construction purposes. The Company’s participation level in these plans varies as a result. The Company believes that its responsibility for potential withdrawal liabilities associated with participating in multiemployer plans is limited because the building and construction trades exemption should apply to the substantial majority of the Company’s plan contributions. However, pursuant to the Pension Protection Act of 2006 and other applicable laws, the Company is also exposed to other potential liabilities associated with plans that are underfunded. As of December 31, 2021, the Company had been notified that certain pension plans were in critical funding status. Currently, certain plans are developing, or have developed, a rehabilitation plan that may call for a reduction in participant benefits or an increase in future employer contributions. Therefore, in the future, the Company could be responsible for potential surcharges, excise taxes and/or additional contributions related to these plans. Additionally, market conditions and the number of participating employers remaining in each plan may result in a reorganization, insolvency or mass withdrawal that could materially affect the funded status of multiemployer plans and the Company’s potential withdrawal liability, if applicable. The Company continues to actively monitor, assess, and take steps to limit its potential exposure to any surcharges, excise taxes, additional contributions and/or withdrawal liabilities. However, the Company cannot, at this time, estimate the full amount, or even the range, of this potential exposure. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 14—COMMITMENTS AND CONTINGENCIES Litigation and Claims: The Company completed a bankruptcy filing of its Koontz-Wagner subsidiary on July 11, 2018. This could require the Company to incur legal fees and other expenses related to liabilities from this bankruptcy filing. While the Company does not anticipate these liabilities will have a material adverse effect on its results of operations, cash flows and financial position, and although the statute of limitations has run on certain claims that the Chapter 7 Trustee for the Koontz-Wagner estate might assert, there can be no assurance of the outcome. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. For additional information, please refer to “Note 4—Changes in Business” to the consolidated financial statements. The acquiror of certain assets from a former operating unit of the Company has been named as a defendant in an asbestos personal injury lawsuit and has submitted a claim for indemnification and tendered defense of the matter to the Company. The Company has assumed defense of the matter subject to a reservation of rights and objection to the claim for indemnification. Neither the Company nor its predecessors ever mined, manufactured, produced or distributed asbestos fiber, the material that allegedly caused the injury underlying this action. The Company does not expect that this claim will have a material adverse effect on its financial position, results of operations or liquidity. 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’s consolidated balance sheets include amounts representing its probable estimated liability related to insurance-related claims that are known and have been asserted against the Company, and for insurance-related claims that are believed to have been incurred, but had not yet been reported as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company provided $0.9 million and $0.5 million, respectively in letters of credit and provided cash collateral of $1.5 million and $0.6 million, respectively, as security for possible workers’ compensation claims. Executive Severance: |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2021 | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | NOTE 15—MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK The Company has certain customers that represented more than 10 percent of its consolidated accounts receivable. The balance for these customers as a percentage of the consolidated accounts receivable was as follows: December 31, Customer 2021 2020 Tennessee Valley Authority 18% 15% Bruce Power 17% 11% Southern Nuclear Operating Company 16% 24% Comprehensive Decommissioning International 10% * All others 39% 50% Total 100% 100% *Less than 10% The Company has certain customers that represented more than 10 percent of consolidated revenue. The revenue for these customers as a percentage of the consolidated revenue was as follows: Year Ended December 31, Customer 2021 2020 Southern Nuclear Operating Company 16% 31% Bruce Power 12% 13% Tennessee Valley Authority 11% 18% GUBMK 11% * Comprehensive Decommissioning International 10% * Richmond County Constructors, LLC ("RCC") * 11% All others 40% 27% Total 100% 100% *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
OTHER SUPPLEMENTAL INFORMATION | |
OTHER SUPPLEMENTAL INFORMATION | NOTE 16—OTHER SUPPLEMENTAL INFORMATION Other current assets consisted of the following: December 31, (in thousands) 2021 2020 Sales tax receivable - Canada $ 4,866 2,097 Unamortized commercial insurance premiums 2,389 1,903 Prepaid expenses 1,136 700 Letters of credit 883 474 Cash collateral on commercial insurance claims 595 585 Other short-term assets 1,180 698 Total $ 11,049 $ 6,457 Other long-term assets consisted of the following: December 31, (in thousands) 2021 2020 Equity method investment in RCC $ 2,521 $ 1,737 Right-of-use lease assets 1,527 2,029 Other long-term assets 1,664 1,946 Total $ 5,712 $ 5,712 Other current liabilities consisted of the following: December 31, (in thousands) 2021 2020 Accrued workers compensation $ 430 $ 506 Accrued taxes 126 68 Accrued job cost 2,433 1,081 Accrued legal and professional fees 113 72 Sales tax payable - Canada 5,135 2,372 Stock Compensation 938 448 Short-term lease liability 1,606 1,362 Other accrued liabilities 236 1,261 Total $ 11,017 $ 7,170 Other long-term liabilities consisted of the following: December 31, (in thousands) 2021 2020 Long-term lease liability 511 1,011 Liability for uncertain tax positions 1,136 1,087 Total $ 1,647 $ 2,098 Disaggregated long-lived assets by the geographic area were as follows: December 31, (in thousands) 2021 2020 United States $ 52,669 $ 51,825 Canada 86 206 Total $ 52,755 $ 52,031 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17—SUBSEQUENT EVENTS In early 2022, the Company lost a major contract in Canada and is in the process of exiting the Canadian market. This former customer contributed 12% of total revenue and 15% of gross margin in 2021. Secondly, the Company lost a multi-year contract within the nuclear decommissioning market in early 2022. This customer contributed 10% of total revenue and 8% of gross margin in 2021. The Company is pursuing legal action, where appropriate, against a former Company employee and the competitor involved in this situation. The loss of the multi-year contract contributed to a loss of approximately $361.0 million in backlog for the years 2022 through 2029, including backlog of approximately $30.0 million for 2022 and $50.0 million for 2023. This contract did not represent a material amount of gross profit and is expected to contribute an estimated 3.5% of total gross profit in 2022. The Company’s total backlog as of December 31, 2021, excluding the lost decommissioning contract, was approximately $270.7 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation and Joint Ventures | Principles of Consolidation and Joint Ventures: In 2017, the Company formed a limited liability company (“LLC”) with an unrelated third party for the execution of a nuclear plant construction project. The Company has a 25 percent participation interest in this LLC, with distribution of expected gains and losses being proportionate to its participation interest. Although the LLC holds the construction contract with the client, the services required by the contract are performed by either the LLC, the Company, or the other member of the LLC, or by other subcontractors under subcontracting agreements with the LLC. The Company accounts for its investment in this LLC using the equity method. The Company’s investment in this LLC was $2.5 million and $1.7 million as of December 31, 2021 and 2020, respectively, and was included in other long-term assets on the consolidated balance sheets. Accounts receivable related to work performed for the Company’s unconsolidated investment in the LLC, included in accounts receivable, net, on the consolidated balance sheets, was $4.6 million and $3.9 million as of December 31, 2021 and 2020, respectively. The Company’s pro-rata share of net income from the LLC was $0.7 million and $1.2 million for the years ended December 31, 2021 and 2020, respectively, and was included in other (income) expense, net, on the consolidated statements of operations. In addition, the Company did not receive a dividend in 2021 but received a dividend of $1.7 million in 2020. |
Discontinued Operations | Discontinued Operations: On July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. Unless otherwise specified, the financial information presented in the accompanying financial statements and following notes relates to the Company’s continuing operations; it excludes any results of its discontinued operations. Please refer to “Note 4—Changes in Business” for financial information on the Company’s discontinued operations. |
Segment and Geographic Information | Segment and Geographic Information The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2021, the Company earned 88.1% and 11.9% of its revenue in the U.S. and Canada, respectively. For the year ended December 31, 2020, the Company earned 86.7% and 13.3% of its revenue in the U.S. and Canada, respectively. |
Use of Estimates | Use of Estimates: |
Revenue Recognition | Revenue Recognition: The Company’s contracts generally include a single performance obligation for which revenue is recognized over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. For cost-plus contracts, the Company recognizes revenue when services are performed and contractually billable based upon the hours incurred and agreed-upon hourly rates. Revenue on fixed-price contracts is recognized and invoiced over time using the cost-to-cost percentage-of-completion method. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company does not adjust the price of the contract for the effects of a significant financing component. Change orders are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The Company believes these methods of revenue recognition most accurately reflect the economics of the transactions with its customers. The Company’s contracts may include several types of variable consideration, including change orders, rate true-up provisions, retainage, claims, incentives, penalties, and liquidated damages. The Company estimates the amount of revenue to be recognized on variable consideration using estimation methods that best predict the amount of consideration to which the Company expects to be entitled. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of its anticipated performance and all information (historical, current, and forecasted) that is reasonably available. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. In circumstances where the Company cannot reasonably determine the outcome of a contract, it recognizes revenue over time as the work is performed, but only to the extent of recoverable costs incurred (i.e. zero margin). A loss provision is recorded for the amount of any estimated unrecoverable costs in excess of total estimated revenue on a contract as soon as the Company becomes aware. The Company generally provides a limited warranty for a term of two years or less following completion of services performed under its contracts. Historically, warranty claims have not resulted in material costs incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Restricted Cash | Restricted Cash: |
Accounts Receivable | Accounts Receivable: |
Property, Plant and Equipment | Property, Plant and Equipment: |
Long-Lived Assets | Long-Lived Assets: |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets: The Company’s testing of goodwill for potential impairment involves the comparison of a reporting unit’s carrying value to its estimated fair value, which is determined using the income approach and market approaches. Similarly, the testing of the Company’s trade name for potential impairment involves the comparison of the carrying value of the trade name to its estimated fair value, which is determined using the relief from royalty method. If the carrying value of goodwill or the trade name is deemed to be unrecoverable, the excess of the carrying value over the estimated fair value is charged to results of operations in the period in which the impairment is determined. The Company did not have any impairment write-downs in 2021. |
Cost of Revenue | Cost of Revenue: |
Warranty Costs | Warranty Costs: |
Insurance | Insurance: |
Shipping and Handling Costs | Shipping and Handling Costs: — |
Advertising Costs | Advertising Costs: |
Stock-based Compensation Expense | Stock-Based Compensation Expense: one |
Income Taxes | Income Taxes: Under ASC 740—Income Taxes, the Financial Accounting Standards Board (“FASB”) requires companies to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available positive and negative evidence, using a “more likely than not” standard. In making such assessments, significant weight is given to evidence that can be objectively verified. A company’s current or previous operating history is given more weight than its future outlook, although the Company does consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs. The Company establishes valuation allowances for its deferred tax assets if, based on the available evidence, it is more likely than not that some portion of or all the deferred tax assets will not be realized. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company believes that its benefits and accruals recognized are appropriate for all open audit years based on its assessment of many factors including past experience and interpretation of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. To the extent that the final tax outcome of these matters is determined to be different than the amounts recorded, those differences will impact income tax expense in the period in which the determination is made. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss): |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes”, which simplifies the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in accounting for income taxes. The update is effective for annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company historically did not rely on the exceptions in computing the tax provision. The Company 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 ORGANIZATION (Tabl
BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
BUSINESS AND ORGANIZATION | |
Reporting periods and corresponding fiscal interim periods | Reporting Interim Period Fiscal Interim Period 2021 2020 Three Months Ended March 31 January 1, 2021 to April 4, 2021 January 1, 2020 to March 29, 2020 Three Months Ended June 30 April 5, 2021 to July 4, 2021 March 30, 2020 to June 28, 2020 Three Months Ended September 30 July 5, 2021 to October 3, 2021 June 29, 2020 to September 27, 2020 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASES | |
Schedule of components of lease expense | Lease Cost/(Sublease Income) (in thousands) 2021 2020 Operating lease cost $ 2,263 $ 3,679 Short-term lease cost 3,813 2,601 Sublease income (20) - Total lease cost $ 6,056 $ 6,280 |
Schedule of right-of use assets and lease liabilities | Lease Assets/Liabilities (in thousands) Balance Sheet Classification 2021 2020 Lease Assets Right-of-use assets Other long-term assets $ 1,527 $ 2,029 Lease Liabilities Short-term lease liabilities Other current liabilities $ 1,606 $ 1,362 Long-term lease liabilities Other long-term liabilities 511 1,011 Total lease liabilities $ 2,117 $ 2,373 |
Schedule of supplemental information | (dollars in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 2,433 $ 4,021 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,020 $ 2,290 Weighted-average remaining lease term - operating leases 1.36 years 1.80 years Weighted-average remaining lease term - finance leases 2.23 years 3.23 years Weighted-average discount rate - operating leases 9% 9% Weighted-average discount rate - finance leases 9% 9% |
Schedule of remaining lease payments under operating leases | Operating Leases Finance Leases Year Ended December 31, (in thousands) 2022 $ 1,701 $ 6 2023 390 6 2024 131 1 2025 3 - Total lease payments $ 2,225 $ 13 Less: interest (120) (1) Present value of lease liabilities $ 2,105 $ 12 |
Schedule of remaining lease payments under finance leases | Operating Leases Finance Leases Year Ended December 31, (in thousands) 2022 $ 1,701 $ 6 2023 390 6 2024 131 1 2025 3 - Total lease payments $ 2,225 $ 13 Less: interest (120) (1) Present value of lease liabilities $ 2,105 $ 12 |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued operations disposed of by sale | |
Schedule of Financial Information of Disposal Group | December 31, (in thousands) 2021 2020 Liabilities: Current liabilities of discontinued operations $ 316 $ 342 Liability for pension obligation 2,368 2,670 Liability for uncertain tax positions 1,882 1,796 Long-term liabilities of discontinued operations 4,250 4,466 Total liabilities of discontinued operations $ 4,566 $ 4,808 Year Ended December 31, (in thousands) 2021 2020 General and administrative expenses $ 40 $ 197 Gain on disposal - Electrical Solutions (288) — Interest expense 76 208 Income (loss) from discontinued operations before income taxes 172 (405) Income tax expense 131 40 Income (loss) from discontinued operations $ 41 $ (445) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment balances, by significant asset category | Estimated December 31, ($ in thousands) Useful Lives 2021 2020 Buildings and improvements 5 - 39 years $ 495 $ 495 Machinery and equipment 3 - 12 years 4,663 4,236 Furniture and fixtures 2 - 10 years 8,695 8,695 Capital lease assets 5 years 21 27 13,874 13,453 Less accumulated depreciation (13,221) (13,144) Property, plant and equipment, net $ 653 $ 309 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Income (loss) before income taxes | Year Ended December 31, (in thousands) 2021 2020 Domestic $ (19) $ (1,130) Foreign 3,514 4,498 Income from continuing operations 3,495 3,368 Income (loss) from discontinued operations 172 (405) Income before income tax expense $ 3,667 $ 2,963 |
Summary of income tax expense (benefit) | Year Ended December 31, (in thousands) 2021 2020 Current: Foreign $ 922 $ 1,183 Total current 922 1,183 Deferred: Federal (69) 92 State (192) 149 Foreign 263 1 Total deferred 2 242 Income tax expense $ 924 $ 1,425 |
Income tax expense (benefit) allocated between continuing operations and discontinued operations | Year Ended December 31, (in thousands) 2021 2020 Continuing operations $ 793 $ 1,385 Discontinued operations 131 40 Income tax expense $ 924 $ 1,425 |
Schedule of effective income tax expense rate for continuing operations | Year Ended December 31, 2021 2020 (in thousands) Amount Percent Amount Percent Tax expense computed at the maximum U.S. statutory rate $ 734 21.0 % $ 707 21.0 % Difference resulting from state income taxes, net of federal income tax benefits 151 4.3 % 646 19.2 % State tax rate difference (211) (6.0) % (273) (8.1) % Non-deductible expenses, other 125 3.6 % 103 3.0 % APB 23 DTL 264 7.6 % — — % Change in net operating loss carryforward (42) (1.2) % (1,116) (33.1) % Change in valuation allowance (660) (18.9) % 914 27.1 % Change in foreign tax credits 359 10.3 % 641 19.0 % Bankruptcy reorganization costs — — % (3) (0.1) % Other, net 73 2.1 % (234) (6.9) % Total tax expense $ 793 22.8 % $ 1,385 41.1 % |
Components of deferred income tax assets and liabilities | December 31, (in thousands) 2021 2020 Assets: Cost in excess of identifiable net assets of business acquired $ 4,437 $ 5,111 Reserves and other accruals 3,822 3,767 Tax credit carryforwards 5,754 6,440 Accrued compensation and benefits 2,077 3,577 State net operating loss carryforwards 13,493 12,465 Federal net operating loss carryforwards 47,653 46,572 Gain/loss on assets held for sale 1,457 1,434 Other 6,438 5,633 85,131 84,999 Liabilities: Indefinite life intangibles (12,445) (12,255) Property and equipment (473) (407) Net deferred tax assets 72,213 72,337 Valuation allowance for net deferred tax assets (74,655) (74,777) Net deferred tax liability after valuation allowance $ (2,442) $ (2,440) |
Reconciliation of unrecognized tax benefits | Year Ended December 31, (in thousands) 2021 2020 Unrecognized tax benefits at January 1 $ 2,861 $ 2,898 Reductions to unrecognized tax benefits from lapse of statutes of limitations (14) (37) Unrecognized tax benefits at December 31 $ 2,847 $ 2,861 Unrecognized tax benefits from discontinued operations at December 31 $ 964 $ 964 Unrecognized tax benefits from continuing operations at December 31 1,883 1,897 $ 2,847 $ 2,861 |
Presentation of open tax years by jurisdiction | Tax Jurisdiction Examination in Progress Open Tax Years for Examination United States None 2006 to Present Mexico None 2016 to Present China None 2013 to 2017 The Netherlands None 2018 Canada None 2019 to Present |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
REVENUE. | |
Schedule of disaggregation of revenue | Disaggregated revenue by type of contract was as follows. Year Ended December 31, (in thousands) 2021 2020 Cost-plus reimbursement contracts $ 258,823 $ 238,529 Fixed-price contracts 46,123 30,522 Total $ 304,946 $ 269,051 Disaggregated revenue by the geographic area where the work was performed was as follows: Year Ended December 31, (in thousands) 2021 2020 United States $ 268,726 $ 233,297 Canada 36,220 35,754 Total $ 304,946 $ 269,051 |
Costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings | December 31, (in thousands) 2021 2020 Costs incurred on uncompleted contracts $ 273,520 $ 235,035 Earnings recognized on uncompleted contracts 31,426 34,016 Total 304,946 269,051 Less—billings to date (295,675) (263,611) Net $ 9,271 $ 5,440 Contract assets $ 12,683 $ 7,969 Contract liabilities (3,412) (2,529) Net $ 9,271 $ 5,440 |
Schedule of transaction price allocated to the remaining performance obligations | (in thousands) 2022 2023 Thereafter Total Cost plus $ 88,877 $ 43,506 $ 66,065 $ 198,448 Lump sum 68,328 3,948 - 72,276 Total $ 157,205 $ 47,454 $ 66,065 $ 270,724 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DEBT | |
Schedule of debt | December 31, (in thousands) 2021 2020 Revolving Credit Facility $ 676 $ 352 Current portion of Term Loan 1,050 1,050 Current debt $ 1,726 $ 1,402 Term Loan $ 32,900 $ 33,950 Unamortized debt discount from refinancing (791) (991) Unamortized deferred financing costs (1,781) (2,231) Long-term debt, net $ 30,328 $ 30,728 Total debt, net $ 32,054 $ 32,130 |
Summary of maturity of the closing date term loans | December 31, (in thousands) 2022 1,050 2023 1,050 2024 1,050 2025 30,800 Total $ 33,950 |
Schedule of deferred financing costs amortized to Interest Expense | December 31, (in thousands) 2021 2020 Term loan* $ 450 $ 458 Debt discount 200 — Revolving credit facility 381 304 Total $ 1,031 $ 762 * 2020 does not include the $0.8 million of amortization expenses that were written off on the Prior Term Loan and included in the $1.5 million loss on extinguishment of debt. |
Schedule of unamortized deferred financing costs | December 31, (in thousands) Location 2021 2020 Term Loan Long-term debt, net $ 1,781 $ 2,231 Debt discount Long-term debt, net 791 991 Revolving Credit Facility Other long-term assets 1,509 1,890 Total $ 4,081 $ 5,112 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | Year Ended December 31, (in thousands, except share data) 2021 2020 Income from continuing operations $ 2,702 $ 1,983 Basic income per common share: Weighted average common shares outstanding 25,506,748 23,676,458 Basic income per common share $ 0.11 $ 0.08 Diluted income per common share: Weighted average common shares outstanding 25,506,748 23,676,458 Diluted effect: Unvested portion of restricted stock units and awards 630,896 541,539 Weighted average diluted common shares outstanding 26,137,644 24,217,997 Diluted income per common share $ 0.10 $ 0.08 |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | Year Ended December 31, 2021 2020 Unvested service-based restricted stock and restricted stock unit awards — 354,257 Unvested performance- and market-based restricted stock unit awards 765,857 1,628,606 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Service vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units at December 31, 2020 1,409,415 2.41 Granted 551,173 3.77 Vested (907,593) 1.86 Forfeited (167,195) 1.37 Unvested restricted stock and restricted stock units at December 31, 2021 885,800 $ 1.37 |
Market-based vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Modified 449,559 1.74 Forfeited (80,034) 1.77 Unvested restricted stock units at December 31, 2021 369,525 $ 1.73 |
Assumptions used to estimate the fair value of market-based restricted stock awards granted | 2016 Grant Modification Expected term (years) 1.82 Expected volatility 57.6 % Expected dividend yield 0.00 % Risk-free interest rate 0.13 % Weighted-average grant date fair value $ 1.87 2017 Grant Modification Expected term (years) 1.82 Expected volatility 57.6 % Expected dividend yield 0.00 % Risk-free interest rate 0.13 % Weighted-average grant date fair value $ 1.65 2018 Grant Modification Expected term (years) 1.82 Expected volatility 57.6 % Expected dividend yield 0.00 % Risk-free interest rate 0.13 % Weighted-average grant date fair value $ 2.11 |
Performance Vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units at December 31, 2020 882,048 $ 2.35 Granted 70,834 5.60 Modified 1,098,362 3.49 Vested (180,078) 3.21 Canceled (1,098,362) 1.22 Forfeited (225,671) 7.35 Unvested restricted stock and restricted stock units at December 31, 2021 547,133 $ 3.68 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
EMPLOYEE BENEFIT PLANS. | |
Summary of plan information relating to participation in multiemployer pension plans | Expiration Pension Rehab Plan ($ in thousands) Date of Protection Act status Contributions by Collective EIN/Pension Zone Status Pending/ the Company Surcharge Bargaining Pension Fund Plan Number 2021 2020 Implemented 2021 2020 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Endangered Endangered FIP 01/01/20 4,263 2,622 No (8) Annual Agreements-Automatic Renewal 3,4,6.9 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green 366 336 No (8) Multiple Agreements 2, 3, 6, 9, 10 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehab Plan 14 Years 103 74 No (7) Multiple Agreements 2, 3, 9, 10 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 523 441 No (8) Annual Agreements-Automatic Renewal 6 IBEW Local 1579 Pension Plan 58-1254974 001 Green Green 1,239 774 No (8) Agreement through end of Job 10 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green 316 185 No (8) Annual Agreements-Automatic Renewal 3, 11 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Seriously Endangered FIP - 2017 184 2,327 No (8) Multiple Agreements 2, 3, 5, 10 Laborers National Pension Fund 75-1280827 001 Critical Critical Rehab - 2017 417 225 No (7) Multiple Agreements 1, 2, 3, 5, 9, 10 National Asbestos Workers Pension Plan 52-6038497 001 Critical Critical Rehab plan in place 1,258 1,165 No (7) Annual Agreements-Automatic Renewal 3 National Electrical Benefits Fund 53-0181657 001 Green Green 578 354 No (8) Multiple Agreements 2, 3, 4, 5, 9, 10 New Jersey Building Laborers Statewide Pension Fund 22-6077693 001 Critical Critical Rehab plan in place 1,340 616 No (7) Annual Agreements-Automatic Renewal 9 United Association National Pension Fund 52-6152779 001 Endangered Endangered FIP 04/05/10 315 201 No (8) Multiple Agreements 2, 3, 4, 5, 9, 10 Laborers Local 235 Pension Fund 13-6186984 001 Green 152 17 No (8) Annual Agreements-Automatic Renewal 9, 11 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green 265 180 No (8) Annual Agreements-Automatic Renewal 3, 11 Southern Ironworkers Pension Plan 59-6227091 001 Green 270 315 No (8) Agreement through end of Job 10, 11 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Endangered Rehab Plan 2009 512 310 No (8) Annual Agreements-Automatic Renewal 3 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green 112 15 No (8) Annual Agreements-Automatic Renewal 4, 11 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green 185 45 No (8) Annual Agreements-Automatic Renewal 4, 11 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Green 376 59 No (8) Annual Agreements-Automatic Renewal 4 IUOE Local 825 Pension Plan 22-6033380 001 Green 242 141 No (8) Annual Agreements-Automatic Renewal 9, 11 Massachusetts Laborers' Pension Fund 04-6128298 001 Green 485 137 No (8) Annual Agreements-Automatic Renewal 9, 11 IUOE Local 4 Pension Fund 04-6013863 001 Green 311 111 No (8) Annual Agreements-Automatic Renewal 9, 11 Local Union 400 IBEW Pension Plan 22-6257847 001 Green Green 229 22 No (8) Annual Agreements-Automatic Renewal 9 Electricians Pension Plan, IBEW 995 72-6057089 001 Critical Critical Rehab Plan 2009 131 0 No (7) Annual Agreements-Automatic Renewal 9 Western States Insulators and Allied Workers Pension 51-0155190 001 Green Green 111 19 No (8) Annual Agreements-Automatic Renewal 4 All Others 1,559 1,120 Total 15,842 11,811 (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for St. Lucie and Turkey Point. (2) Defined Benefit Plans for Unions employed through the Southern Company Power Maintenance & Modification Agreement. The Southern Company SCMMA expires 07/31/2026 and renews each year unless terminated. The individual Union CBA range from 1 to 3 years in duration. (3) Defined Benefit Plans for Unions employed through the TVA PMMA and Other Agreements. The TVA Labor Agreements are annual agreements that automatically renew each year. (4) Defined Benefit Plans for Unions employed through the GPPMA agreement for Columbia Generating Station. The GPPMA Agreements are annual agreements that automatically renew each year. (5) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. (6) Defined Benefit Plan for Union employed at Con Ed sites. (7) No Surcharge required if proper Rehabilitation Plan adopted in labor agreement. (8) No Surcharge required if Plan is not in Critical or Critical & Declining Status. (9) Defined Benefit Plans for Unions employed through the GPPMA agreement for San Onofre, Oyster Creek, Pilgrim, LaSalle, Byron, Quad Cities, Peach Bottom, Limerick, Ginna, Point Beach, Waterford III, Salem/Hope Creek and DC Cook Nuclear Plants (Holtec). Also work under Decommissioning Agreement at Oyster Creek and Pilgrim (CDI). (10) Defined Benefit Plans for Unions employed through the Nuclear Power Construction Agreement. The Nuclear Power Construction Agreement is for new work at Voglte and runs through the duration of the project. (11) The status of this plan had not been issued as of the date of filing this Form 10-K. A plan in green status with a calendar year has the option to issue its Annual Funding Notice in March or April of the subsequent year . |
MAJOR CUSTOMERS AND CONCENTRA_2
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts receivable | Credit Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | December 31, Customer 2021 2020 Tennessee Valley Authority 18% 15% Bruce Power 17% 11% Southern Nuclear Operating Company 16% 24% Comprehensive Decommissioning International 10% * All others 39% 50% Total 100% 100% *Less than 10% |
Revenue | Customer Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | Year Ended December 31, Customer 2021 2020 Southern Nuclear Operating Company 16% 31% Bruce Power 12% 13% Tennessee Valley Authority 11% 18% GUBMK 11% * Comprehensive Decommissioning International 10% * Richmond County Constructors, LLC ("RCC") * 11% All others 40% 27% Total 100% 100% *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
OTHER SUPPLEMENTAL INFORMATION | |
Schedule of other current assets | December 31, (in thousands) 2021 2020 Sales tax receivable - Canada $ 4,866 2,097 Unamortized commercial insurance premiums 2,389 1,903 Prepaid expenses 1,136 700 Letters of credit 883 474 Cash collateral on commercial insurance claims 595 585 Other short-term assets 1,180 698 Total $ 11,049 $ 6,457 |
Schedule of other long-term assets | December 31, (in thousands) 2021 2020 Equity method investment in RCC $ 2,521 $ 1,737 Right-of-use lease assets 1,527 2,029 Other long-term assets 1,664 1,946 Total $ 5,712 $ 5,712 |
Schedule of other current liabilities | December 31, (in thousands) 2021 2020 Accrued workers compensation $ 430 $ 506 Accrued taxes 126 68 Accrued job cost 2,433 1,081 Accrued legal and professional fees 113 72 Sales tax payable - Canada 5,135 2,372 Stock Compensation 938 448 Short-term lease liability 1,606 1,362 Other accrued liabilities 236 1,261 Total $ 11,017 $ 7,170 |
Schedule of other long-term liabilities | December 31, (in thousands) 2021 2020 Long-term lease liability 511 1,011 Liability for uncertain tax positions 1,136 1,087 Total $ 1,647 $ 2,098 |
Schedule of disaggregated long-lived assets by the geographic area | December 31, (in thousands) 2021 2020 United States $ 52,669 $ 51,825 Canada 86 206 Total $ 52,755 $ 52,031 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Equity method investment, ownership percentage | 25.00% | |||
Equity method investment | $ 2,521 | $ 1,737 | ||
Accounts receivable, net | 35,204 | 27,549 | ||
Cash and cash equivalents deposited with financial institutions | 2,950 | 9,184 | $ 7,818 | |
Restricted Cash | ||||
Restricted cash | $ 468 | $ 468 | ||
Minimum | ||||
Vesting period | 1 year | |||
Maximum | ||||
Product warranty term | 2 years | |||
Vesting period | 4 years | |||
U.S. | ||||
Percentage of revenue | 88.10% | 86.70% | ||
Cash and cash equivalents deposited with financial institutions | $ 700 | |||
Canada | ||||
Percentage of revenue | 11.90% | 13.30% | ||
Cash and cash equivalents deposited with financial institutions | $ 1,800 | |||
Collateral for Letter of Credit and Credit Card Obligations | ||||
Restricted Cash | ||||
Restricted cash | 500 | $ 500 | ||
Other Noncurrent Assets | ||||
Equity method investment | 2,500 | 1,700 | ||
Equity Method Investee | ||||
Accounts receivable, net | 4,600 | 3,900 | ||
Net income | $ 700 | 1,200 | ||
Dividends received | $ 1,700 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Millions | Sep. 02, 2021 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Leases contain renewal options | true | |
Lease agreement term | 10 years | |
Lease Liabilities | $ 3.5 | |
Lease liability payment due | $ 2.3 | |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Components of lease expense: | ||
Operating lease cost | $ 2,263 | $ 3,679 |
Short-term lease cost | 3,813 | 2,601 |
Sublease income | (20) | |
Total lease cost | $ 6,056 | $ 6,280 |
LEASES - Right-of use Assets an
LEASES - Right-of use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
LEASES | ||
Right-of-use assets | $ 1,527 | $ 2,029 |
Short-term lease liabilities | 1,606 | 1,362 |
Long-term lease liabilities | 511 | 1,011 |
Total lease liabilities | $ 2,117 | $ 2,373 |
LEASES - Supplemental Informati
LEASES - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
LEASES | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases | $ 2,433 | $ 4,021 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,020 | $ 2,290 |
Weighted-average remaining lease term - operating leases | 1 year 4 months 9 days | 1 year 9 months 18 days |
Weighted-average remaining lease term - finance leases | 2 years 2 months 23 days | 3 years 2 months 23 days |
Weighted-average discount rate - operating leases | 9.00% | 9.00% |
Weighted-average discount rate - finance leases | 9.00% | 9.00% |
LEASES - Remaining Lease Paymen
LEASES - Remaining Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating leases maturities: | |
2022 | $ 1,701 |
2023 | 390 |
2024 | 131 |
2025 | 3 |
Total lease payments | 2,225 |
Less: interest | (120) |
Present value of lease liabilities | $ 2,105 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current, Other Liabilities, Noncurrent |
Finance leases maturities: | |
2022 | $ 6 |
2023 | 6 |
2024 | 1 |
Total lease payments | 13 |
Less: interest | (1) |
Present value of lease liabilities | $ 12 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current, Other Liabilities, Noncurrent |
CHANGES IN BUSINESS - Discontin
CHANGES IN BUSINESS - Discontinued Operation and Disposition (Details) - USD ($) $ in Thousands | May 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 11, 2018 |
Liabilities: | ||||
Current liabilities of discontinued operations | $ 316 | $ 342 | ||
Long-term liabilities of discontinued operations | 4,250 | 4,466 | ||
Income (loss) before income taxes | ||||
Interest expense, net | (5,001) | (6,083) | ||
Income (loss) from discontinued operations before income tax | 172 | (405) | ||
Income tax expense | 131 | 40 | ||
Income (loss) from discontinued operations | 41 | (445) | ||
Electrical Solutions And Mechanical Solutions | ||||
Assets and liabilities | ||||
Assets of discontinued operations | 0 | |||
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 | $ 300 | |||
Income (loss) before income taxes | ||||
Gain on disposal | $ 300 | |||
Discontinued operations disposed of by sale | Electrical Solutions And Mechanical Solutions | ||||
Liabilities: | ||||
Current liabilities of discontinued operations | 316 | 342 | ||
Liability for pension obligation | 2,368 | 2,670 | ||
Liability for uncertain tax positions | 1,882 | 1,796 | ||
Long-term liabilities of discontinued operations | 4,250 | 4,466 | ||
Total liabilities of discontinued operations | 4,566 | 4,808 | ||
Income (loss) before income taxes | ||||
Gain on disposal | 288 | |||
General and administrative expenses | 40 | 197 | ||
Interest expense, net | (76) | (208) | ||
Income (loss) from discontinued operations before income tax | 172 | (405) | ||
Income tax expense | 131 | 40 | ||
Income (loss) from discontinued operations | 41 | $ (445) | ||
Discontinued operations, held-for-sale or disposed of by sale | Electrical Solutions | ||||
Income (loss) before income taxes | ||||
Gain on disposal | $ 300 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment | ||
Capital lease assets | $ 21 | $ 27 |
Property, plant and equipment, gross | 13,874 | 13,453 |
Less accumulated depreciation | (13,221) | (13,144) |
Property, plant and equipment, net | 653 | 309 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 495 | 495 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 5 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 39 years | |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 4,663 | 4,236 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 12 years | |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 8,695 | $ 8,695 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 2 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 10 years | |
Capital Lease Assets | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 5 years |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT | ||
Depreciation expense | $ 200 | $ 200 |
Impairment charges | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS - Future Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill impairment | $ 0 | $ 0 |
Trade Names | ||
Indefinite lived intangible assets | 12,500 | 12,500 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | ||
Impairment of intangible assets | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income before income taxes | ||
Domestic | $ (19) | $ (1,130) |
Foreign | 3,514 | 4,498 |
Income from continuing operations before income tax expense | 3,495 | 3,368 |
Income (loss) from discontinued operations | 172 | (405) |
Income before income tax expense | $ 3,667 | $ 2,963 |
INCOME TAXES - Expense by Juris
INCOME TAXES - Expense by Jurisdiction Table 2 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Foreign | $ 922 | $ 1,183 |
Total current | 922 | 1,183 |
Deferred: | ||
Federal | (69) | 92 |
State | (192) | 149 |
Foreign | 263 | 1 |
Total deferred | 2 | 242 |
Income tax expense (benefit) | $ 924 | $ 1,425 |
INCOME TAXES - Continuing and D
INCOME TAXES - Continuing and Discontinued Operations Table 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Continuing operations | $ 793 | $ 1,385 |
Discontinued Operations | 131 | 40 |
Income tax expense (benefit) | $ 924 | $ 1,425 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation Table 4 (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount | ||||
Tax expense (benefit) computed at the maximum U.S. statutory rate, amount | $ 734 | $ 707 | ||
Difference resulting from state income taxes, net of federal income tax benefits, amount | 151 | 646 | ||
State tax rate difference | (211) | (273) | ||
Non-deductible expenses, other, amount | 125 | 103 | ||
APB 23 DTL | 264 | |||
Change in net operating loss carryforward, amount | (42) | (1,116) | ||
Change in valuation allowance, amount | (660) | 914 | ||
Change in foreign tax credits, amount | 359 | 641 | ||
Bankruptcy reorganization costs | (3) | |||
Other, net, amount | 73 | (234) | ||
Total tax expense | $ 793 | $ 1,385 | ||
Effective Income Tax Rate Reconciliation, Percent | ||||
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 21.00% | 21.00% | 21.00% | 35.00% |
Difference resulting from state income taxes, net of federal income tax benefits, percentage | 4.30% | 19.20% | ||
State tax rate difference, percentage | (6.00%) | (8.10%) | ||
Non-deductible expenses, other, percentage | 3.60% | 3.00% | ||
APB 23 DTL, percentage | 7.60% | |||
Change in net operating loss carryforward, percentage | (1.20%) | (33.10%) | ||
Change in valuation allowance, percentage | (18.90%) | 27.10% | ||
Change in foreign tax credits, percentage | 10.30% | 19.00% | ||
Bankruptcy reorganization costs, percentage | (0.10%) | |||
Other, net, percentage | 2.10% | (6.90%) | ||
Total tax expense, percentage | 22.80% | 41.10% |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Assets and Liabilities Table 5 (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Assets: | ||||
Cost in excess of identifiable net assets of business acquired | $ 4,437 | $ 5,111 | ||
Reserves and other accruals | 3,822 | 3,767 | ||
Tax credit carryforwards | 5,754 | 6,440 | ||
Accrued compensation and benefits | 2,077 | 3,577 | ||
State net operating loss carryforwards | 13,493 | 12,465 | ||
Federal net operating loss carryforwards | 47,653 | 46,572 | ||
Gain/loss on assets held for sale | 1,457 | 1,434 | ||
Other | 6,438 | 5,633 | ||
Total | 85,131 | 84,999 | ||
Liabilities: | ||||
Indefinite life intangibles | (12,445) | (12,255) | ||
Property and equipment | (473) | (407) | ||
Net deferred tax assets | 72,213 | 72,337 | ||
Valuation allowance for net deferred tax assets | (74,655) | (74,777) | ||
Net deferred tax liability after valuation allowance | $ (2,442) | $ (2,440) | ||
Statutory tax rate (as a percent) | 21.00% | 21.00% | 21.00% | 35.00% |
Increase in valuation allowance | $ 100 | |||
Amount of future financial taxable income needed to realize deferred tax assets | $ 292,300 |
INCOME TAXES - NOL and Tax Cred
INCOME TAXES - NOL and Tax Credit Carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Loss Carryforwards | |
Percentage of post 2017 NOLs, deductible | 80.00% |
Federal. | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 225.9 |
Federal. | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2025 |
Federal. | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2037 |
State | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 270.8 |
State | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2021 |
State | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2041 |
Foreign | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 5.2 |
Expiration date | Dec. 31, 2027 |
Tax credit carryforward | $ 4.1 |
Foreign | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2021 |
Foreign | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2031 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowances and Unremitted Earnings Narrative (Details) $ in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021CAD ($) | |
Valuation Allowance | |||
Deferred income tax liabilities related to indefinite-lived intangibles | $ 12,445 | $ 12,255 | |
Income Tax Expense (Benefit) | 793 | 1,385 | |
Valuation allowance for net deferred tax assets | (74,655) | $ (74,777) | |
Undistributed earnings of the foreign subsidiaries | $ 7 | ||
Canada. | |||
Valuation Allowance | |||
Income Tax Expense (Benefit) | 800 | ||
Deferred tax liability, undistributed foreign earnings | $ 300 | ||
United States-Canada treaty rate | 5.00% |
INCOME TAXES - Uncertain Tax Po
INCOME TAXES - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | $ 2,861 | $ 2,898 |
Reductions to unrecognized tax benefits from lapse of statutes of limitations | (14) | (37) |
Unrecognized tax benefits at December 31 | 2,847 | 2,861 |
Unrecognized tax benefits that would affect the effective tax rate | 400 | 400 |
Maximum uncertain tax positions expected to lapse in 2022 | 100 | |
Interest and penalties related to uncertain income tax positions | 1,500 | 1,300 |
Deferred federal employer payroll taxes, coronavirus aid, relief and economic security act | 4,900 | |
Continuing Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 1,897 | |
Unrecognized tax benefits at December 31 | 1,883 | 1,897 |
Discontinued Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 964 | |
Unrecognized tax benefits at December 31 | $ 964 | $ 964 |
The Netherlands | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2018 | |
Minimum | Federal | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2006 | |
Minimum | Mexico. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2016 | |
Minimum | Canada. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2019 | |
Minimum | China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2013 | |
Maximum | China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2017 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of revenue | ||
Revenue | $ 304,946 | $ 269,051 |
U.S. | ||
Disaggregation of revenue | ||
Revenue | 268,726 | 233,297 |
Canada | ||
Disaggregation of revenue | ||
Revenue | 36,220 | 35,754 |
Cost-plus reimbursement contracts | ||
Disaggregation of revenue | ||
Revenue | 258,823 | 238,529 |
Fixed-price contracts | ||
Disaggregation of revenue | ||
Revenue | $ 46,123 | $ 30,522 |
REVENUE - Contract assets and t
REVENUE - Contract assets and the contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in the contract assets and the contract liabilities | ||
Costs incurred on uncompleted contracts | $ 273,520 | $ 235,035 |
Earnings recognized on uncompleted contracts | 31,426 | 34,016 |
Uncompleted Contracts Cost Incurred And Earnings Recognized | 304,946 | 269,051 |
Less - billings to date | (295,675) | (263,611) |
Net | 9,271 | 5,440 |
Contract assets | 12,683 | 7,969 |
Contract liabilities | (3,412) | $ (2,529) |
Revenue recognized from contracts in progress liability balance at December 31, 2020 | 2,500 | |
Revenue recognized from contracts in progress liability balance at December 31, 2020 | $ 2,200 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Transaction price allocated to the remaining performance obligations | |
Nuclear Decommissioning, Backlog Excluding Lost Contracts | $ 270,700 |
Remaining performance obligation | 270,724 |
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 | $ 157,205 |
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 | $ 47,454 |
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 | $ 66,065 |
Expected timing of satisfaction | 1 year |
Cost-plus reimbursement contracts | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 198,448 |
Cost-plus reimbursement contracts | 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 | 88,877 |
Cost-plus reimbursement contracts | 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 | 43,506 |
Cost-plus reimbursement contracts | 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 | 66,065 |
Fixed-price contracts | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | 72,276 |
Fixed-price contracts | 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 | 68,328 |
Fixed-price contracts | 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 | $ 3,948 |
DEBT (Details)
DEBT (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 16, 2020 | |
Debt | ||||
Loss on extinguishment of debt | $ 1,455,000 | |||
Current portion of term loan | $ 1,050,000 | 1,050,000 | ||
Current debt | 1,726,000 | |||
Unamortized debt discount from refinancing to new loan | 200,000 | |||
Unamortized deferred financing fees | (4,081,000) | (5,112,000) | ||
Long-term debt, net | 30,328,000 | 30,728,000 | ||
Total debt, net | 32,054,000 | |||
Amounts drawn upon letters of credit | 0 | |||
Cash collateral for letters of credit | 1,500,000 | 600,000 | ||
Amortization of deferred financing costs | 831,000 | 1,536,000 | ||
Amortization of deferred financing costs excluding those costs written off upon extinguishment of debt. | $ 1,031,000 | 762,000 | ||
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% | |||
Minimum | If Total Leverage Ratio is Equal to or Less Than 3.00 and Greater Than 2.00 | ||||
Debt | ||||
Threshold total leverage ratio under debt instrument | 3 | |||
Maximum | If Total Leverage Ratio is Equal to or Less Than 3.00 and Greater Than 2.00 | ||||
Debt | ||||
Threshold total leverage ratio under debt instrument | 2 | |||
Long-term debt, net | ||||
Debt | ||||
Unamortized debt discount from refinancing to new loan | $ 791,000 | 991,000 | ||
Midcap Financial Trust Agent Member And New Center Lane | ||||
Debt | ||||
Outstanding borrowings | 0 | 0 | ||
Penalties relating to prepayment of debt | 700,000 | |||
New Centre Lane Facility | ||||
Debt | ||||
Non-cash deferred interest costs | $ 800,000 | |||
Previous Credit Facility | ||||
Debt | ||||
Loss on extinguishment of debt | 1,400,000 | |||
Term Loan Facility | ||||
Debt | ||||
Loss on extinguishment of debt | 1,500,000 | |||
Default spread on interest rate (as a percent) | 2.00% | |||
Threshold excess cash flow | $ 500,000 | |||
Term Loan Facility | First Anniversary of Closing Date | ||||
Debt | ||||
Prepayment premium, percentage | 3.00% | |||
Term Loan Facility | Second Anniversary of Closing Date | ||||
Debt | ||||
Prepayment premium, percentage | 2.00% | |||
Term Loan Facility | Third Anniversary of Closing Date | ||||
Debt | ||||
Prepayment premium, percentage | 1.00% | |||
Term Loan Facility | Minimum | ||||
Debt | ||||
Outstanding principal that can be prepaid in whole or in part | $ 1,000,000 | |||
Revolving Credit Facility | ||||
Debt | ||||
Current debt | 1,402,000 | |||
Unamortized debt discount from refinancing to new loan | (991,000) | |||
Long-term debt, net | 30,728,000 | |||
Total debt, net | 32,130,000 | |||
Cash collateral for letters of credit | 400,000 | |||
Amortization of deferred financing costs | 381,000 | 304,000 | ||
Revolving Credit Facility | Minimum | ||||
Debt | ||||
Required minimum prepayment amount | 0 | |||
Secured Asset Based Revolving Credit Facility | Other Noncurrent Assets | ||||
Debt | ||||
Unamortized deferred financing fees | (1,890,000) | |||
First Out Term Loan | Term Loan Facility | ||||
Debt | ||||
Amortization of deferred financing costs | 800,000 | |||
Term loan | ||||
Debt | ||||
Maximum borrowing capacity | $ 50,000,000 | |||
Term loan | 32,900,000 | |||
Current portion of term loan | 1,050,000 | |||
Unamortized deferred financing fees | (1,781,000) | |||
Total debt, net | $ 34,000,000 | |||
Interest rate on letters of credit issued under the revolving letter of credit sublimit | 9.50% | |||
Amortization of deferred financing costs excluding those costs written off upon extinguishment of debt. | $ 450,000 | |||
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 | ||||
Term Loan Maturities | $ 32,900,000 | |||
Term loan | Minimum | ||||
Debt | ||||
Threshold total leverage ratio under debt instrument | 2.50 | |||
Term loan | Minimum | If Total Leverage Ratio is Greater Than 3.00 | ||||
Debt | ||||
Threshold total leverage ratio under debt instrument | 3 | |||
Term loan | Maximum | ||||
Debt | ||||
Number of days within which obligations must be prepaid subject to thresholds (in days) | 120 days | |||
Threshold total leverage ratio under debt instrument | 2.50 | |||
Default spread on interest rate (as a percent) | 250.00% | |||
Term loan | Long-term debt, net | ||||
Debt | ||||
Unamortized deferred financing fees | $ (1,781,000) | |||
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% | |||
Term loan | Revolving Credit Facility | ||||
Debt | ||||
Unamortized debt discount from refinancing to new loan | $ (791,000) | |||
Closing Date Term Loan | ||||
Debt | ||||
Maximum borrowing capacity | 35,000,000 | |||
Term loan | 33,950,000 | |||
Scheduled maturities of the New Centre Lane Facility | ||||
2022 | 1,050,000 | |||
2023 | 1,050,000 | |||
2024 | 1,050,000 | |||
2025 | 30,800,000 | |||
Term Loan Maturities | 33,950,000 | |||
Delayed Draw Term Loan Facility | ||||
Debt | ||||
Maximum borrowing capacity | 15,000,000 | |||
Senior Secured Asset-Based Revolving Line Of Credit | ||||
Debt | ||||
Current debt | 700,000 | |||
Swing Loan Member | ||||
Debt | ||||
Maximum borrowing capacity | 3,000,000 | |||
Letters of credit | ||||
Debt | ||||
Maximum borrowing capacity | 2,000,000 | |||
Canadian Dollar Loans | ||||
Debt | ||||
Maximum borrowing capacity | 5,000,000 | |||
Revolving Credit Facility | ||||
Debt | ||||
Outstanding borrowings | 500,000 | |||
Revolving Credit Facility. | ||||
Debt | ||||
Maximum borrowing capacity | $ 30,000,000 | |||
Current debt | $ 676,000 | |||
Floor rate (as a percent) | 1.00% | |||
Closing fee under the line of credit facility | $ 200,000 | |||
Unused line fee (as a percent) | 0.25% | |||
Collateral monitoring fee | $ 2,500 | |||
Early termination fee | 2.00% | |||
Revolving Credit Facility. | If Early Termination Occurs on or Prior to First Anniversary of Closing Date | ||||
Debt | ||||
Early termination fee | 1.00% | |||
Revolving Credit Facility. | If Early Termination Occurs After First Anniversary of Closing Date | ||||
Debt | ||||
Fronting fee | 0.25% | |||
Revolving Credit Facility. | Other Noncurrent Assets | ||||
Debt | ||||
Unamortized deferred financing fees | $ (1,509,000) | |||
Revolving Credit Facility. | Base Rate loans | ||||
Debt | ||||
Interest rate percentage (as a percent) | 1.25% | |||
Revolving Credit Facility. | LIBOR-based loans | ||||
Debt | ||||
Interest rate percentage (as a percent) | 2.25% | |||
Revolving Credit Facility. | Canadian Dollar Offered Rate | ||||
Debt | ||||
Floor rate (as a percent) | 1.00% | |||
Default spread on interest rate (as a percent) | 2.00% | |||
New Centre Lane Facility | ||||
Debt | ||||
Amortization of deferred financing costs | 458,000 | |||
New Centre Lane Facility | Long-term debt, net | ||||
Debt | ||||
Unamortized deferred financing fees | (2,231,000) | |||
New Centre Lane Facility | Revolving Credit Facility | ||||
Debt | ||||
Term loan | 33,950,000 | |||
Current portion of term loan | 1,050,000 | |||
Unamortized deferred financing fees | (2,231,000) | |||
Scheduled maturities of the New Centre Lane Facility | ||||
Term Loan Maturities | 33,950,000 | |||
Midcap Financial Trust | Secured Asset Based Revolving Credit Facility | ||||
Debt | ||||
Current debt | 352,000 | |||
Payment Surety Bond | ||||
Debt | ||||
Outstanding surety bond | $ 67,600,000 | |||
Performance Bond | ||||
Debt | ||||
Outstanding surety bond | $ 31,000,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
EARNINGS PER SHARE | |||
Common stock, shares outstanding | 25,939,621 | 25,336,442 | |
Proceeds from Issuance of Common Stock | $ 6,489 | ||
Net income (basic and diluted): | |||
Income from continuing operations | $ 2,702 | $ 1,983 | |
Basic earnings per common share: | |||
Weighted average common shares outstanding | 25,506,748 | 23,676,458 | |
Basic earnings per common share | $ 0.11 | $ 0.08 | |
Diluted earnings per common share: | |||
Weighted average common shares outstanding | 25,506,748 | 23,676,458 | |
Diluted effect: | |||
Unvested portion of restricted stock units and awards | 630,896 | 541,539 | |
Weighted average diluted common shares outstanding | 26,137,644 | 24,217,997 | |
Diluted earnings per common share | $ 0.10 | $ 0.08 | |
Rights offering | |||
Value of shares issued in backstopped rights offering | $ 7,000 | ||
EARNINGS PER SHARE | |||
Stock Issued During Period, Shares, New Issues | 5,384,615 | ||
Proceeds from Issuance of Common Stock | $ 6,500 | ||
Restricted Stock | |||
EARNINGS PER SHARE | |||
Unvested restricted stock included in reportable shares | 215,956 | 550,857 | |
Restricted Stock | Service vesting | |||
EARNINGS PER SHARE | |||
Unvested restricted stock included in reportable shares | 885,800 | 1,409,415 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive (Details) - Restricted Stock - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Service vesting | ||
Anti-dilutive shares | 354,257 | |
Performance And Market Vesting | ||
Anti-dilutive shares | 765,857 | 1,628,606 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Millions | Mar. 06, 2021USD ($) | Mar. 05, 2021USD ($)shares | Mar. 04, 2021 | Mar. 13, 2020$ / sharesshares | May 31, 2021USD ($) | Mar. 31, 2021USD ($)shares | Dec. 31, 2022itemshares | Dec. 31, 2021USD ($)planitemdirector$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Mar. 31, 2020$ / shares | May 31, 2015shares |
Stock-based compensation | ||||||||||||
Number of equity incentive plans | plan | 1 | |||||||||||
Related excess tax benefit | $ | $ 0 | $ 0 | ||||||||||
Shares granted ,value | $ | $ 1.1 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Performance Goals, Growth Rate | 25.00% | |||||||||||
Term | 3 years | 2 years | 3 years | |||||||||
Fair value granted | $ | $ 3.8 | |||||||||||
Cumulative effect of compensation expense reversal | $ | $ 1.5 | |||||||||||
Other long-term liabilities | ||||||||||||
Stock-based compensation | ||||||||||||
Cumulative effect of compensation expense reversal | $ | $ 2.2 | |||||||||||
Restricted Stock | ||||||||||||
Stock-based compensation | ||||||||||||
Unrecognized compensation expense related to unvested restricted stock award | $ | $ 4.1 | |||||||||||
Weighted average recognized period | 1 year 8 months 12 days | |||||||||||
Fair value of share vested | $ | $ 2.3 | $ 0.8 | ||||||||||
Weighted average grant date fair value | $ / shares | $ 3.27 | $ 1.98 | ||||||||||
Restricted Stock | Service vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 551,173 | |||||||||||
Vested (in shares) | 907,593 | |||||||||||
Weighted average grant date fair value | $ / shares | $ 1.37 | 2.41 | ||||||||||
Number of forfeited shares | 167,195 | |||||||||||
Performance-Based Shares | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 33,334 | |||||||||||
Vested (in shares) | 0 | 500,000 | 1,200,000 | |||||||||
Stock-based compensation expense | $ | $ 0 | $ 0.6 | ||||||||||
Vesting period | 24 months | 2 years | ||||||||||
Performance-Based Shares | Threshold Performance Vesting [Member] | ||||||||||||
Stock-based compensation | ||||||||||||
Award payout range | 50 | |||||||||||
Performance-Based Shares | Target Performance Vesting [Member] | ||||||||||||
Stock-based compensation | ||||||||||||
Award payout range | 100 | |||||||||||
Performance-Based Shares | Maximum Performance Vesting [Member] | ||||||||||||
Stock-based compensation | ||||||||||||
Award payout range | 200 | |||||||||||
2015 Plan | Restricted Stock | ||||||||||||
Stock-based compensation | ||||||||||||
Stock based award, number of shares authorized for issuance | 3,500,000 | |||||||||||
Stock based award, number of shares available for future award | 1,298,219 | |||||||||||
Granted (in shares) | 1,833,465 | |||||||||||
2015 Plan | Restricted Stock | Service vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 513,673 | |||||||||||
Weighted average grant date fair value | $ / shares | $ 5 | |||||||||||
2015 Plan | Performance-Based Shares | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 70,834 | |||||||||||
Vested (in shares) | 180,078 | |||||||||||
Weighted average grant date fair value | $ / shares | $ 3.68 | $ 2.35 | ||||||||||
Number of forfeited shares | 225,671 | |||||||||||
Initial value | $ | $ 2.2 | |||||||||||
Modified (in shares) | 1,098,362 | |||||||||||
2015 Plan | Performance-Based Shares | Market-based vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Weighted average grant date fair value | $ / shares | $ 1.73 | |||||||||||
Number of forfeited shares | 80,034 | |||||||||||
Modified (in shares) | 449,559 | |||||||||||
2015 Plan | Performance-Based Shares | Performance Vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Vesting period | 3 years | |||||||||||
2015 Plan | Cash-based Awards | ||||||||||||
Stock-based compensation | ||||||||||||
Percentage of share based payment awards allocated for each year | 33.33% | 33.33% | 33.33% | |||||||||
Fair value granted | $ | $ 1.7 | |||||||||||
Liability | $ | $ 0.1 | |||||||||||
Grant Modification 2016 | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 137,000 | |||||||||||
Total number of participants in modifications of stock-grant | item | 7 | |||||||||||
Grant Modification 2017 | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 51,096 | |||||||||||
Total number of participants in modifications of stock-grant | item | 11 | |||||||||||
Grant Modification 2018 | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 201,173 | 261,463 | ||||||||||
Total number of participants in modifications of stock-grant | item | 14 | 20 | ||||||||||
Number of participants forfeiting grants under stock modification program | item | 6 | |||||||||||
Number of forfeited shares | 60,290 | |||||||||||
2021 long-term incentive program and 2015 plan | Restricted Stock | Performance Vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Annual Performance Objective Term | 3 years | |||||||||||
2020 long-term incentive program and 2015 plan | Restricted Stock | Performance Vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Annual Performance Objective Term | 2 years | |||||||||||
Modification to 2020 Long-term Incentive Program | Restricted Stock | ||||||||||||
Stock-based compensation | ||||||||||||
Award payout range | 0.33 | |||||||||||
Modification to 2020 Long-term Incentive Program | Restricted Stock | Performance Vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Annual Performance Objective Term | 3 years | |||||||||||
Modification to 2020 Long-term Incentive Program | Performance-Based Shares | ||||||||||||
Stock-based compensation | ||||||||||||
Award payout range | 0.66 | |||||||||||
Outside of 2015 Plan | Restricted Stock | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 336,463 | |||||||||||
Outside of 2015 Plan | Restricted Stock | Service vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 37,500 | |||||||||||
Outside of 2015 Plan | Performance-Based Shares | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 37,500 | |||||||||||
General and administrative expenses | ||||||||||||
Stock-based compensation | ||||||||||||
Stock-based compensation expense | $ | $ 3 | $ 2.5 | ||||||||||
General and administrative expenses | Other current liabilities | ||||||||||||
Stock-based compensation | ||||||||||||
Cumulative effect of compensation expense reversal | $ | 0.4 | |||||||||||
General and administrative expenses | Service vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Stock-based compensation expense | $ | 0.5 | |||||||||||
General and administrative expenses | Performance-Based Shares | ||||||||||||
Stock-based compensation | ||||||||||||
Stock-based compensation expense | $ | 0.3 | |||||||||||
General and administrative expenses | 2015 Plan | Cash-based Awards | ||||||||||||
Stock-based compensation | ||||||||||||
Stock-based compensation expense | $ | $ 0.3 | |||||||||||
Certain Employees | 2015 Plan | Restricted Stock | Service vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 307,619 | |||||||||||
Weighted average recognized period | 3 years | |||||||||||
Weighted average grant date fair value | $ / shares | $ 3.48 | |||||||||||
Certain Employees | Grant Date Fair Value One | Restricted Stock | Service vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 41,666 | |||||||||||
Weighted average grant date fair value | $ / shares | $ 6.27 | |||||||||||
Certain Employees | Grant Date Fair Value Two | Restricted Stock | Service vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 25,000 | |||||||||||
Director | 2015 Plan | Restricted Stock | Service vesting | ||||||||||||
Stock-based compensation | ||||||||||||
Granted (in shares) | 164,388 | |||||||||||
Weighted average recognized period | 1 year | |||||||||||
Weighted average grant date fair value | $ / shares | $ 3.39 | |||||||||||
Number of non-employee directors vested with service-based restricted stock awards | director | 6 |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activity (Details) - USD ($) | Mar. 05, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assumptions | ||||
Reduction in stock compensation expense | $ 300,000 | |||
Incremental costs | $ 800,000 | |||
Incremental costs beign expensed term | 21 months | |||
Share Price | $ 3.49 | |||
2015 Plan | ||||
Fair Value Assumptions | ||||
Share Price | $ 6 | |||
2016 Plan | ||||
Fair Value Assumptions | ||||
Share Price | $ 5.50 | |||
Grant Modification 2016 | ||||
Number of Shares | ||||
Granted (in shares) | 137,000 | |||
Fair Value Assumptions | ||||
Expected term (years) | 1 year 9 months 25 days | |||
Expected volatility | 57.60% | |||
Expected dividend yield | 0.00% | |||
Risk-free interest rate | 0.13% | |||
Weighted-average grant date fair value | $ 1.87 | |||
Share Price | $ 5 | |||
Grant Modification 2017 | ||||
Number of Shares | ||||
Granted (in shares) | 51,096 | |||
Fair Value Assumptions | ||||
Expected term (years) | 1 year 9 months 25 days | |||
Expected volatility | 57.60% | |||
Expected dividend yield | 0.00% | |||
Risk-free interest rate | 0.13% | |||
Weighted-average grant date fair value | $ 1.65 | |||
Grant Modification 2018 | ||||
Number of Shares | ||||
Granted (in shares) | 201,173 | 261,463 | ||
Forfeited (in shares) | (60,290) | |||
Fair Value Assumptions | ||||
Expected term (years) | 1 year 9 months 25 days | |||
Expected volatility | 57.60% | |||
Expected dividend yield | 0.00% | |||
Risk-free interest rate | 0.13% | |||
Weighted-average grant date fair value | $ 2.11 | |||
Restricted Stock | ||||
Number of Shares | ||||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 215,956 | 550,857 | ||
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 215,956 | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 3.27 | $ 1.98 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ 3.27 | |||
Restricted Stock | Service vesting | ||||
Number of Shares | ||||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 885,800 | 1,409,415 | ||
Granted (in shares) | 551,173 | |||
Vesting (in shares) | (907,593) | |||
Forfeited (in shares) | (167,195) | |||
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 885,800 | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 1.37 | $ 2.41 | ||
Granted (in dollars per share) | 3.77 | |||
Vested (in dollars per share) | 1.86 | |||
Forfeited (in dollars per share) | 1.37 | |||
Unvested restricted stock at the end of the period (in dollars per share) | $ 1.37 | |||
Restricted Stock | 2015 Plan | ||||
Number of Shares | ||||
Granted (in shares) | 1,833,465 | |||
Restricted Stock | 2015 Plan | Service vesting | ||||
Number of Shares | ||||
Granted (in shares) | 513,673 | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 5 | |||
Unvested restricted stock at the end of the period (in dollars per share) | $ 5 | |||
Performance-Based Shares | ||||
Number of Shares | ||||
Granted (in shares) | 33,334 | |||
Vesting (in shares) | 0 | (500,000) | (1,200,000) | |
Fair Value Assumptions | ||||
Vesting period | 24 months | 2 years | ||
Performance-Based Shares | 2015 Plan | ||||
Number of Shares | ||||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 547,133 | 882,048 | ||
Granted (in shares) | 70,834 | |||
Vesting (in shares) | (180,078) | |||
Modified (in shares) | 1,098,362 | |||
Canceled (in shares) | (1,098,362) | |||
Forfeited (in shares) | (225,671) | |||
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 547,133 | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 3.68 | $ 2.35 | ||
Granted (in dollars per share) | 5.60 | |||
Vested (in dollars per share) | $ 3.21 | |||
Modified (in dollars per share) | $ 3.49 | |||
Canceled (in dollars per share) | $ 1.22 | |||
Forfeited (in dollars per share) | 7.35 | |||
Unvested restricted stock at the end of the period (in dollars per share) | $ 3.68 | |||
Performance-Based Shares | 2015 Plan | Market-based vesting | ||||
Number of Shares | ||||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 369,525 | |||
Modified (in shares) | 449,559 | |||
Forfeited (in shares) | (80,034) | |||
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 369,525 | |||
Weighted-Average Grant Date Fair Value per Share | ||||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 1.73 | |||
Modified (in dollars per share) | $ 1.74 | |||
Forfeited (in dollars per share) | $ 1.77 | |||
Unvested restricted stock at the end of the period (in dollars per share) | $ 1.73 | |||
Performance-Based Shares | 2015 Plan | Performance Vesting | ||||
Fair Value Assumptions | ||||
Vesting period | 3 years |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Defined Contribution Plan | ||
Defined Contribution Plan 401(k) | $ 900,000 | $ 300,000 |
Multiemployer Pension Plans | ||
Number of multiemployer pension plans | item | 92 | |
Maximum amount of lump sum distributions when fund is in critical state | $ 5,000 | |
Green zone plans, minimum funded status, as a percent | 80.00% | |
Minimum | ||
Multiemployer Pension Plans | ||
Number of union multiemployer pension plans | item | 150 | |
Threshold contribution for multiemployer pension plan determined to be individually significant | $ 100,000 | |
Individual union collective bargaining agreement period | 1 year | |
Maximum | ||
Multiemployer Pension Plans | ||
Individual union collective bargaining agreement period | 3 years |
EMPLOYEE BENEFIT PLANS - Employ
EMPLOYEE BENEFIT PLANS - Employer plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Participation in the multiemployer pension plans | ||
Multiemployer Plans, Certified Zone Status | Other | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 15,842 | $ 11,811 |
Boilermaker-Blacksmith National Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 486168020 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 4,263 | $ 2,622 |
Multiemployer Plans, Surcharge | No | |
Central Pension Fund of the IUOE and Participating Employers | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 366052390 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 366 | $ 336 |
Multiemployer Plans, Surcharge | No | |
Central States, Southeast, and Southwest Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 366044243 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 103 | $ 74 |
Multiemployer Plans, Surcharge | No | |
Excavators Union Local 731 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 131809825 | |
Multiemployer Plans, Certified Zone Status | Other | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 523 | $ 441 |
Multiemployer Plans, Surcharge | No | |
IBEW Local 1579 Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 581254974 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 1,239 | $ 774 |
Multiemployer Plans, Surcharge | No | |
Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626098036 | |
Multiemployer Plans, Certified Zone Status | Green | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 316 | $ 185 |
Multiemployer Plans, Surcharge | No | |
IUPAT Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526073909 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 184 | $ 2,327 |
Multiemployer Plans, Surcharge | No | |
Laborers National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 751280827 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 417 | $ 225 |
Multiemployer Plans, Surcharge | No | |
National Asbestos Workers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526038497 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 1,258 | $ 1,165 |
Multiemployer Plans, Surcharge | No | |
National Electrical Benefits Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 530181657 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 578 | $ 354 |
Multiemployer Plans, Surcharge | No | |
New Jersey Building Laborers Statewide Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 226077693 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 1,340 | $ 616 |
Multiemployer Plans, Surcharge | No | |
United Association National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526152779 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 315 | $ 201 |
Multiemployer Plans, Surcharge | No | |
Laborers Local 235 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 136186984 | |
Multiemployer Plans, Certified Zone Status | Other | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 152 | $ 17 |
Multiemployer Plans, Surcharge | No | |
Plumber and Steamfitters Local Union No. 43 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626101288 | |
Multiemployer Plans, Certified Zone Status | Green | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 265 | $ 180 |
Multiemployer Plans, Surcharge | No | |
Southern Ironworkers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 596227091 | |
Multiemployer Plans, Certified Zone Status | Green | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 270 | $ 315 |
Multiemployer Plans, Surcharge | No | |
Tri-State Carpenters & Joiners Pension Trust Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 620976048 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 512 | $ 310 |
Multiemployer Plans, Surcharge | No | |
Washington State Plumbing and Pipefitting Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916029141 | |
Multiemployer Plans, Certified Zone Status | Green | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 112 | $ 15 |
Multiemployer Plans, Surcharge | No | |
Washington-Idaho Laborers-Employers Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916123988 | |
Multiemployer Plans, Certified Zone Status | Green | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 185 | $ 45 |
Multiemployer Plans, Surcharge | No | |
Washington-Idaho-Montana Carpenters-Employers Retirement Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 916123987 | |
Multiemployer Plans, Certified Zone Status | Other | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 376 | $ 59 |
Multiemployer Plans, Surcharge | No | |
IUOE Local 825 Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 226033380 | |
Multiemployer Plans, Certified Zone Status | Green | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 242 | $ 141 |
Multiemployer Plans, Surcharge | No | |
Massachusetts Laborers' Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 046128298 | |
Multiemployer Plans, Certified Zone Status | Green | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 485 | $ 137 |
Multiemployer Plans, Surcharge | No | |
IUOE Local 4 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 046013863 | |
Multiemployer Plans, Certified Zone Status | Green | |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 311 | $ 111 |
Multiemployer Plans, Surcharge | No | |
IBEW Local Union No. 400 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 226257847 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 229 | $ 22 |
Multiemployer Plans, Surcharge | No | |
Electricians Pension Plan, IBEW 995 | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 726057089 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by the company | $ 131 | $ 0 |
Multiemployer Plans, Surcharge | No | |
Western States Insulators and Allied Workers Pension | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 510155190 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by the company | $ 111 | $ 19 |
Multiemployer Plans, Surcharge | No | |
All Others. | ||
Participation in the multiemployer pension plans | ||
Contributions by the company | $ 1,559 | $ 1,120 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
Employee severance benefits | $ 5.4 | |
Health and general insurance expenses | 2 | $ 2.4 |
Self-insured risk retention accrual | 0.9 | 0.5 |
Cash collateral for letters of credit | $ 1.5 | $ 0.6 |
MAJOR CUSTOMERS AND CONCENTRA_3
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Details) - Accounts receivable - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk | ||
Concentration risk percentage | 100.00% | 100.00% |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 16.00% | 24.00% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 18.00% | 15.00% |
Bruce Power | ||
Concentration Risk | ||
Concentration risk percentage | 17.00% | 11.00% |
Comprehensive Decommissioning International | ||
Concentration Risk | ||
Concentration risk percentage | 10.00% | |
All Others | ||
Concentration Risk | ||
Concentration risk percentage | 39.00% | 50.00% |
MAJOR CUSTOMERS AND CONCENTRA_4
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK Risk (Details) - Revenue - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk | ||
Concentration risk percentage | 100.00% | 100.00% |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 16.00% | 31.00% |
Bruce Power | ||
Concentration Risk | ||
Concentration risk percentage | 12.00% | 13.00% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% | 18.00% |
GUBMK | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% | |
Comprehensive Decommissioning International | ||
Concentration Risk | ||
Concentration risk percentage | 10.00% | |
RCC | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% | |
All Others | ||
Concentration Risk | ||
Concentration risk percentage | 40.00% | 27.00% |
OTHER SUPPLEMENTAL INFORMATIO_2
OTHER SUPPLEMENTAL INFORMATION - Other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Unamortized commercial insurance premiums | $ 4,866 | $ 2,097 |
Cash collateral on commercial insurance claims | 2,389 | 1,903 |
Workers compensation refund | 883 | 474 |
Prepaid health insurance premiums | 1,136 | 700 |
Other short-term assets | 1,180 | 698 |
Total | 11,049 | 6,457 |
Canada | ||
Sales tax receivable | $ 595 | $ 585 |
OTHER SUPPLEMENTAL INFORMATIO_3
OTHER SUPPLEMENTAL INFORMATION - Other long-term assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
OTHER SUPPLEMENTAL INFORMATION | ||
Equity method investment in RCC | $ 2,521 | $ 1,737 |
Right-of-use lease assets | 1,527 | 2,029 |
Other long-term assets | 1,664 | 1,946 |
Total | $ 5,712 | $ 5,712 |
OTHER SUPPLEMENTAL INFORMATIO_4
OTHER SUPPLEMENTAL INFORMATION - Other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
OTHER SUPPLEMENTAL INFORMATION. | ||
Accrued workers compensation | $ 430 | $ 506 |
Accrued taxes | 126 | 68 |
Accrued job cost | 2,433 | 1,081 |
Accrued legal and professional fees | 113 | 72 |
Sales tax payable - Canada | 5,135 | 2,372 |
Stock Compensation | 938 | 448 |
Short-term lease liability | 1,606 | 1,362 |
Other accrued liabilities | 236 | 1,261 |
Total | $ 11,017 | $ 7,170 |
OTHER SUPPLEMENTAL INFORMATIO_5
OTHER SUPPLEMENTAL INFORMATION - Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
OTHER SUPPLEMENTAL INFORMATION | ||
Long-term lease liability | $ 511 | $ 1,011 |
Liability for uncertain tax positions | 1,136 | 1,087 |
Total | $ 1,647 | $ 2,098 |
OTHER SUPPLEMENTAL INFORMATIO_6
OTHER SUPPLEMENTAL INFORMATION - Disaggregated long-lived assets by the geographic area (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 52,755 | $ 52,031 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 52,669 | 51,825 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 86 | $ 206 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions | Jan. 01, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Nuclear Decommissioning, Backlog Excluding Lost Contracts | $ 270.7 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Percentage of customer total revenue | 12.00% | |
Percentage of customer gross margin | 15.00% | |
Percentage of total revenue in nuclear decommissioning market | 10.00% | |
Percentage of gross margin in nuclear decommissioning market | 8.00% | |
Backlog due to multi year contracts lost | $ 361 | |
Loss in backlog in 2022 | 30 | |
Loss in backlog in 2023 | $ 50 | |
Percentage of estimated gross margin | 3.50% |