Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 $0.01 per share | |
Trading Symbol | WLMSQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,210,391 | |
Entity Central Index Key | 0001136294 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 46 | $ 495 |
Restricted cash | 467 | 468 |
Accounts receivable, net of allowance of $478 and $273, respectively | 20,733 | 31,033 |
Contract assets | 8,088 | 12,812 |
Other current assets | 3,780 | 6,258 |
Total current assets | 33,114 | 51,066 |
Property, plant, and equipment, net | 838 | 1,257 |
Goodwill | 35,400 | |
Intangible assets | 12,500 | |
Deferred tax assets | 127 | |
Other long-term assets | 6,748 | 8,275 |
Total assets | 40,827 | 108,498 |
Current liabilities: | ||
Accounts payable | 11,480 | 12,041 |
Accrued compensation and benefits | 9,431 | 8,566 |
Contract liabilities | 639 | 6,242 |
Short-term borrowings | 9,022 | 17,399 |
Current portion of long-term debt | 438 | |
Other current liabilities | 4,203 | 5,710 |
Current liabilities of discontinued operations | 113 | 110 |
Total current liabilities | 35,326 | 50,068 |
Long-term debt, net (Note 9) | 30,881 | 23,360 |
Deferred tax liabilities | 2,268 | |
Other long-term liabilities | 3,201 | 4,925 |
Long-term liabilities of discontinued operations | 2,753 | 3,479 |
Total liabilities | 72,161 | 84,100 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 27,532,064 and 26,865,064 shares issued, respectively, and 27,210,391 and 26,543,391 shares outstanding, respectively | 266 | 264 |
Paid-in capital | 94,551 | 94,151 |
Accumulated other comprehensive loss | (248) | (404) |
Accumulated deficit | (125,898) | (69,608) |
Treasury stock, at par (321,673 and 321,673 common shares, respectively) | (5) | (5) |
Total stockholders' equity (deficit) | (31,334) | 24,398 |
Total liabilities and stockholders' equity | $ 40,827 | $ 108,498 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
Accounts receivable allowance for doubtful accounts | $ 478 | $ 273 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 | |
Common stock, shares issued | 27,532,064 | 26,865,064 | |
Common stock, shares outstanding | 27,210,391 | 26,543,391 | 26,427,635 |
Treasury stock at par | 321,673 | 321,673 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 83,343 | $ 56,059 | $ 186,813 | $ 125,618 |
Cost of revenue | 87,293 | 53,778 | 183,072 | 117,628 |
Gross profit (loss) | (3,950) | 2,281 | 3,741 | 7,990 |
Operating expenses | ||||
Selling and marketing expenses | 182 | 402 | 318 | 732 |
General and administrative expenses | 5,976 | 6,294 | 11,905 | 12,365 |
Depreciation and amortization expense | 43 | 46 | 98 | 112 |
Total operating expenses | 6,201 | 6,742 | 12,321 | 13,209 |
Operating loss | (10,151) | (4,461) | (8,580) | (5,219) |
Interest expense, net | ||||
Interest expense, net | 1,971 | 1,261 | 3,764 | 2,480 |
Goodwill and intangible impairment expense | 47,900 | 47,900 | ||
Income expense, net | (86) | (240) | (147) | (419) |
Total other expense, net | 49,785 | 1,021 | 51,517 | 2,061 |
Loss from continuing operations before income tax | (59,936) | (5,482) | (60,097) | (7,280) |
Income tax expense (benefit) | (3,162) | (171) | (3,177) | 58 |
Loss from continuing operations | (56,774) | (5,311) | (56,920) | (7,338) |
Discontinued operations: | ||||
Loss from discontinued operations before income tax | (44) | (47) | (88) | (47) |
Income tax benefit | (721) | (640) | (718) | (623) |
Income from discontinued operations | 677 | 593 | 630 | 576 |
Net loss | $ (56,097) | $ (4,718) | $ (56,290) | $ (6,762) |
Basic income (loss) per common share | ||||
Loss from continuing operations | $ (2.13) | $ (0.20) | $ (2.14) | $ (0.28) |
Income from discontinued operations | 0.03 | 0.02 | 0.02 | 0.02 |
Basic loss per common share | (2.10) | (0.18) | (2.12) | (0.26) |
Diluted income (loss) per common share | ||||
Loss from continuing operations | (2.13) | (0.20) | (2.14) | (0.28) |
Income from discontinued operations | 0.03 | 0.02 | 0.02 | 0.02 |
Diluted loss per common share | $ (2.10) | $ (0.18) | $ (2.12) | $ (0.26) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Net loss | $ (56,097) | $ (4,718) | $ (56,290) | $ (6,762) |
Foreign currency translation adjustment | 20 | (169) | 156 | (27) |
Comprehensive loss | $ (56,077) | $ (4,887) | $ (56,134) | $ (6,789) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Shares $0.01 Per Share | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Shares | Total |
Balance, Beginning at Dec. 31, 2021 | $ 261 | $ 92,227 | $ (95) | $ (55,930) | $ (6) | $ 36,457 |
Balance, Beginning (in shares) at Dec. 31, 2021 | 26,408,789 | (469,168) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units (in shares) | 291,894 | |||||
Stock-based compensation | (147) | (147) | ||||
Foreign currency translation | 142 | 142 | ||||
Net loss | (2,044) | (2,044) | ||||
Balance, Ending at Mar. 31, 2022 | $ 261 | 92,080 | 47 | (57,974) | $ (6) | 34,408 |
Balance, Ending (in shares) at Mar. 31, 2022 | 26,700,683 | (469,168) | ||||
Balance, Beginning at Dec. 31, 2021 | $ 261 | 92,227 | (95) | (55,930) | $ (6) | 36,457 |
Balance, Beginning (in shares) at Dec. 31, 2021 | 26,408,789 | (469,168) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Net loss | (6,762) | |||||
Balance, Ending at Jun. 30, 2022 | $ 263 | 93,208 | (122) | (62,692) | $ (6) | 30,651 |
Balance, Ending (in shares) at Jun. 30, 2022 | 26,869,938 | (442,303) | ||||
Balance, Beginning at Mar. 31, 2022 | $ 261 | 92,080 | 47 | (57,974) | $ (6) | 34,408 |
Balance, Beginning (in shares) at Mar. 31, 2022 | 26,700,683 | (469,168) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Restricted stock units vested (in shares) | 169,255 | 26,865 | ||||
Tax withholding on restricted stock units | $ 2 | (165) | (163) | |||
Stock-based compensation | 1,293 | 1,293 | ||||
Foreign currency translation | (169) | (169) | ||||
Net loss | (4,718) | (4,718) | ||||
Balance, Ending at Jun. 30, 2022 | $ 263 | 93,208 | (122) | (62,692) | $ (6) | 30,651 |
Balance, Ending (in shares) at Jun. 30, 2022 | 26,869,938 | (442,303) | ||||
Balance, Beginning at Dec. 31, 2022 | $ 264 | 94,151 | (404) | (69,608) | $ (5) | $ 24,398 |
Balance, Beginning (in shares) at Dec. 31, 2022 | 26,865,064 | (321,673) | 26,865,064 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock awards (in shares) | 514,926 | |||||
Issuance of restricted stock units (in shares) | 152,074 | |||||
Tax withholding on restricted stock units | $ 2 | (92) | $ (90) | |||
Stock-based compensation | 379 | 379 | ||||
Foreign currency translation | 136 | 136 | ||||
Net loss | (193) | (193) | ||||
Balance, Ending at Mar. 31, 2023 | $ 266 | 94,438 | (268) | (69,801) | $ (5) | 24,630 |
Balance, Ending (in shares) at Mar. 31, 2023 | 27,532,064 | (321,673) | ||||
Balance, Beginning at Dec. 31, 2022 | $ 264 | 94,151 | (404) | (69,608) | $ (5) | $ 24,398 |
Balance, Beginning (in shares) at Dec. 31, 2022 | 26,865,064 | (321,673) | 26,865,064 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Net loss | $ (56,290) | |||||
Balance, Ending at Jun. 30, 2023 | $ 266 | 94,551 | (248) | (125,898) | $ (5) | $ (31,334) |
Balance, Ending (in shares) at Jun. 30, 2023 | 27,532,064 | (321,673) | 27,532,064 | |||
Balance, Beginning at Mar. 31, 2023 | $ 266 | 94,438 | (268) | (69,801) | $ (5) | $ 24,630 |
Balance, Beginning (in shares) at Mar. 31, 2023 | 27,532,064 | (321,673) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Stock-based compensation | 113 | 113 | ||||
Foreign currency translation | 20 | 20 | ||||
Net loss | (56,097) | (56,097) | ||||
Balance, Ending at Jun. 30, 2023 | $ 266 | $ 94,551 | $ (248) | $ (125,898) | $ (5) | $ (31,334) |
Balance, Ending (in shares) at Jun. 30, 2023 | 27,532,064 | (321,673) | 27,532,064 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net loss | $ (56,290) | $ (6,762) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Net income from discontinued operations | (630) | (576) |
Deferred income tax provision (benefit) | (2,395) | 3 |
Depreciation and amortization on plant, property, and equipment | 98 | 112 |
Amortization of deferred financing costs | 415 | 415 |
Amortization of debt discount | 100 | 100 |
Loss on disposals of property, plant and equipment | 86 | |
Bad debt expense | (205) | (101) |
Stock-based compensation | 577 | |
Paid-in-kind interest | 883 | |
Impairment expense | 47,900 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 10,505 | 2,137 |
Contract assets | 4,724 | (787) |
Other current assets | 2,478 | 177 |
Other assets | 1,493 | (2,219) |
Accounts payable | (561) | (1,251) |
Accrued and other liabilities | (1,872) | (601) |
Contract liabilities | (5,603) | (1,122) |
Net cash provided by (used in) operating activities, continuing operations | 1,126 | (9,898) |
Net cash used in operating activities, discontinued operations | (94) | (365) |
Net cash provided by (used in) operating activities | 1,032 | (10,263) |
Investing activities: | ||
Proceeds from sale of property, plant and equipment | 235 | |
Purchase of property, plant, and equipment | (438) | |
Net cash provided by (used in) investing activities | 235 | (438) |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (90) | (163) |
Proceeds from short-term borrowings | 196,675 | 144,220 |
Repayments of short-term borrowings | (205,052) | (134,673) |
Proceeds from long-term debt | 6,750 | |
Repayments of long-term debt | (525) | |
Net cash (used in) provided by financing activities | (1,717) | 8,859 |
Effect of exchange rate change on cash | 16 | |
Net change in cash, cash equivalents and restricted cash | (450) | (1,826) |
Cash, cash equivalents and restricted cash, beginning of period | 963 | 2,950 |
Cash, cash equivalents and restricted cash, end of period | 513 | 1,124 |
Supplemental Disclosures: | ||
Cash paid for interest | 3,095 | $ 2,292 |
Cash paid for income taxes, net of refunds | $ 44 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2023 | |
BUSINESS AND BASIS OF PRESENTATION | |
BUSINESS AND BASIS OF PRESENTATION | NOTE 1—BUSINESS AND BASIS OF PRESENTATION Business Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, “Williams,” the “Company,” “we,” “us” or “our,” unless the context indicates otherwise) was initially formed in 1998 as GEEG Inc., a Delaware corporation, and in 2001 changed its name to “Global Power Equipment Group Inc.,” and, as part of a reorganization, became the successor to GEEG Holdings, L.L.C., a Delaware limited liability company. Effective June 29, 2018, the Company changed its name to Williams Industrial Services Group Inc. to better align its name with the Williams business. Williams has been safely helping power plant owners and operators enhance asset value for more than 50 years. It provides a broad range of construction, maintenance, and support services to infrastructure customers in energy, power, and industrial end markets. In connection with the Company filing the Bankruptcy Petitions (as defined below), trading of the Company's common stock on the NYSE American LLC (the “NYSE American”) was suspended on July 22, 2023, and the delisting was effective August 11, 2023, 10 days after the NYSE American filed a Form 25 with the SEC. The Company's common stock is currently quoted on the OTC Pink Market operated by OTC Markets Group Company under the symbol "WLMSQ." Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on a basis consistent with that used in the Annual Report on Form 10-K for the year ended December 31, 2022, filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2023 (the “2022 Report”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, including all normal recurring adjustments, necessary to present fairly the unaudited condensed consolidated balance sheets and statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the periods indicated. All significant intercompany transactions have been eliminated. The December 31, 2022 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated interim financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2022 Report. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for any interim period are not necessarily indicative of operations to be expected for the full year. The Company reports on a fiscal quarter basis utilizing a “modified” 5-4-4 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 2023 2022 Three Months Ended March 31 January 1, 2023 to April 2, 2023 January 1, 2022 to April 3, 2022 Three Months Ended June 30 April 3, 2023 to July 2, 2023 April 4, 2022 to July 3, 2022 Three Months Ended September 30 July 3, 2023 to October 1, 2023 July 4, 2022 to October 2, 2022 Going Concern On July 22, 2023, the Company and its subsidiaries, Williams Industrial Services Group, L.L.C. (“WISG”), Williams Plant Services, LLC (“WPS”), Williams Specialty Services, LLC (“WSS”), Williams Industrial Services, LLC (“WIS”), WISG Electrical, LLC (“WISG Electrical”), Construction & Maintenance Professionals, LLC (“CMP”), Williams Global Services, Inc., Steam Enterprises, LLC, GPEG, LLC, Global Power Professional Services Inc., WISG Canada Ltd., WISG Nuclear Ltd. and WISG Electrical Ltd. (collectively with the Company, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”). The Cases are being jointly administered under the caption In re Williams Industrial Services Group Inc., et al Superpriority Senior Secured Revolving Credit and Security Agreement and a Superpriority Senior Secured Term Loan, Guarantee, and Security Agreement (collectively the “DIP Credit Facilities”) and paying employee wages and benefits. Despite the bankruptcy filing, the Debtors will continue their operations as "debtors-in-possession" under the jurisdiction of the Court and actively pursue a structured sale of the Transferred Assets (as defined below) through a competitive bidding and auction process under Section 363 of the Bankruptcy Code. The outcome of the Chapter 11 proceedings and the Company's ability to successfully execute the structured sale of the Transferred Assets remain uncertain and depend on various factors, including Court approvals, negotiations with creditors, and general economic conditions. After the sale, the Company anticipates the remaining business will undergo liquidation via a Chapter 11 plan or conversion to Chapter 7. As such, the financial statements do not include any adjustments that might result from the potential outcome of these uncertainties. These significant events and developments raise substantial doubt about the Company's ability to continue as a going concern. Continuation as a going concern is dependent upon the Company’s ability to successfully continue its operations during the Chapter 11 process, negotiate a purchase agreement, and take other steps to manage its liquidity. If the Company's liquidity improvement plan and the above-mentioned DIP Credit Facilities do not have the intended effect of addressing the Company's liquidity problems through the Chapter 11 process, the Company may be required to liquidate under Chapter 7 of the Bankruptcy Code. For additional information regarding our ongoing liquidity constraints and the DIP Credit Facilities, see below under “Note 2—Liquidity” and “Note 9—Debt” to the unaudited condensed consolidated financial statements included in this Form 10-Q. |
LIQUIDITY
LIQUIDITY | 6 Months Ended |
Jun. 30, 2023 | |
LIQUIDITY | |
LIQUIDITY | NOTE 2—LIQUIDITY As mentioned above, the Company and its subsidiaries, filed the Bankruptcy Petitions with the Court under Chapter 11 of the Bankruptcy Code. The Cases are being jointly administered under the caption In re Williams Industrial Services Group Inc., et al On July 22, 2023, prior to the filing of the Bankruptcy Petitions, the Company and certain subsidiaries (the “Sellers”) entered into a “stalking horse” Asset Purchase Agreement (the “Purchase Agreement”) with Energy Solutions Solutions Solutions Solutions Solutions Solutions In connection with filing the Bankruptcy Petitions and the entry by the Court of the Interim DIP Order on July 25, 2023, the Debtors entered into the DIP Credit Facilities. The DIP Revolving Credit Agreement allows the Debtors to access up to the lesser of the Borrowing Base (as defined in the DIP Revolving Credit Agreement) or $12.0 million, less the amount of all Prepetition Revolving Credit Obligations. The DIP Term Loan Agreement provides the Debtors with a secured superpriority debtor-in-possession term loan facility not to exceed $19.5 million, with an immediate availability of $14.0 million upon the entry of the Interim DIP Order and the balance of which will be available after entry of the final order by the Court, which has not been obtained at this time. Borrowings under the DIP Credit Facilities are senior secured obligations of the Debtors, secured by superpriority liens on the assets of the Debtors, subject to customary exceptions. The DIP Credit Agreements contain various customary covenants, as well as covenants mandating compliance by the Debtors with a 13-week budget, variance testing, and reporting requirements. The proceeds from the DIP Credit Facilities may be used for, among other things, post-petition working capital, expenses related to the bankruptcy proceedings, payment of court-approved adequate protection obligations, and other court-approved purposes. In addition, the filing of the Bankruptcy Petitions constituted an event of default that accelerated the Company’s and the other Debtors’ obligations under its then-outstanding debt, including approximately $15.7 million under the Revolving Credit Facility, approximately $35.6 million under the Term Loan, and approximately $0.8 million under the Wynnefield Notes. These debt instruments provide that, as a result of the Bankruptcy Petitions, the principal, interest and any prepayment premiums due thereunder shall immediately become due and payable. Any efforts to enforce payment obligations under these debt instruments are automatically stayed as a result of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code. During the first six months ended June 30, 2023, the Company relied on borrowings under the Revolving Credit Facility, additional borrowings under the Term Loan and the Wynnefield Notes (each as defined in “Note 9—Debt”), and sought to diligently manage its working capital as its principal sources of liquidity prior to filing the Bankruptcy Petitions. Despite the positive cash flows from operations during this period, the Company experienced a significant increase in negative cash flows. As a result, the Company's cash position continued to decrease, leading to negative total cash flows for the six months ended June 30, 2023. These negative cash flows were primarily driven by the following factors: ● Difficulties managing short-term negative cash flows that resulted from, among other things, having to fund significant weekly craft labor payrolls on large outage projects before those payrolls could be billed to the Company’s customers and collected. ● Ongoing losses incurred on fixed price contracts in the Company's Florida and Texas water business. ● Costs related to the Company’s exit from its Tampa, Florida-based transmission and distribution operations and its Norwalk, Connecticut-based transmission and distribution operations, both of which utilized cash resources and negatively impacted liquidity. ● Costs related to exiting the Company’s chemical projects in Texas. ● Challenges with the timing of billing and collecting cash from customers, particularly in periods with high revenues. ● Funding certain of the Company’s past due accounts payable, the balances for which had become larger than the Company’s vendors were willing to accept. For this reason, the Company had to make payments to certain vendors to either reduce the amounts that were past due or otherwise bring such vendors current. ● The Company has been operating with a high level of borrowings as it has had to, among other things, fund prior period losses, and therefore when revenues were growing significantly in the first six months of 2023, largely as a result of increased nuclear business due to a significant customer outage, the Company had to enter into amendments to the Revolving Credit Facility and the Term Loan to access additional funding to compensate for its working capital requirements. ● The Company’s borrowings under the Revolving Credit Facility and Term Loan both bore higher rates of interest than were in effect in prior periods and these higher interest charges need to be funded by the Company, to the extent not deferred. ● The amendments to the Revolving Credit Facility and the Term Loan in the first half of 2023 involved the incurrence by the Company of out-of-pocket counsel fees, both for the Company and for each of the lender groups involved, as well as to the Company’s financial advisors. ● The Company incurred expenses in the first and second quarter of 2023 in connection with its ongoing review of strategic alternatives. These expenses included the fees and expenses of the Company’s financial advisors, tax advisors, and counsel. ● Notwithstanding the Company’s materially higher revenues in the first six months of 2023, the Company was unable to convert pipeline opportunities into revenue sufficient to fund the losses and costs referred to above as well as fund its working capital requirements. A variety of other factors can also affect the Company’s short- and long-term liquidity, the impact of which could be material, including, but not limited to: costs related to the Chapter 11 Cases; cash required generally for funding ongoing operations, projects and commitments; matters relating to the Company’s contracts, including contracts billed based on milestones that may require the Company to incur significant expenditures prior to collections from its customers and others that allow for significant upfront billing at the beginning of a project, which temporarily increases liquidity in the near term; the outcome of potential contract disputes, which may be significant and involve liquidated damages and litigation; payment collection issues, including general payment slowdowns or other factors which can lead to credit deterioration of the Company’s customers; pension obligations requiring annual contributions to multiemployer pension plans; insurance coverage for contracts that require the Company to indemnify third parties; and issuances of letters of credit and bonding arrangements. To address the negative cash flows in the Company’s business over recent quarters, the Company conducted a comprehensive strategic alternatives process while concurrently taking aggressive steps to improve its liquidity and profitability. The implementation of these initiatives was part of a comprehensive liquidity plan, developed and implemented in 2022, which ultimately was unable to resolve ongoing liquidity issues and resulted in the Company filing the Bankruptcy Petitions. Following the anticipated completion of the sale of the Business, the remainder of the Company is currently expected to undergo liquidation under a Chapter 11 plan or conversion to Chapter 7 of the Bankruptcy Code. The Company cannot provide any assurance that it will be able to successfully complete a sale of the Business or that it will be able to continue to fund its operations throughout the Chapter 11 process. The Company made significant amendments to its Revolving Credit Facility (as defined below) and Term Loan (as defined below) during 2022 and 2023. In the third and fourth quarters of 2022, as well as the first and second quarters of 2023, the Company entered into a total of five separate amendments to these agreements. The first two amendments deferred principal payments on the Term Loan from January 1, 2023, to January 9, 2023, and revised certain terms in both the Revolving Credit Facility and the Term Loan. During the first quarter of 2023, the third and fourth amendments provided for delayed draw term loans under the Term Loan, with $1.5 million in immediate funding and an additional $3.5 million funded at the time of the fifth amendment. The fifth amendment, executed on April 4, 2023, increased the interest payable by the Company on certain stated events related to the Term Loan. Additionally, on the same date, the Company agreed to pay PNC an additional exit fee of $0.6 million related to the Revolving Credit Facility. Furthermore, during the first quarter of 2023, the Company issued two unsecured promissory notes (“Wynnefield Notes") totaling $750,000 to the Wynnefield Lenders (as defined in “Note 9—Debt”). The Company's liquidity plan, including the utilization of DIP Credit Facilities and the implementation of various strategic initiatives, is intended to support the Company's ongoing operations during the Chapter 11 process. The Company has been diligently working on exiting certain underperforming operations since 2022, including the discontinuation of water projects in Florida and Texas, as well as exiting transmission and distribution operations in Florida and Connecticut, and underperforming chemical projects in Texas. These measures, coupled with the filing for Chapter 11 bankruptcy protection, are expected to enable the Company to continue operating in the ordinary course of business during the Chapter 11 process. While the core nuclear and fossil business exceeded the Company’s revenue forecast for the first half of 2023, and is continuing to perform well, revenue is expected to fall in the second half of 2023, as the Company’s outage services for a large customer concluded at the end of the second quarter. This anticipated revenue decline poses greater liquidity challenges, despite the availability of DIP Revolving Credit Agreement and DIP Term Loan Agreement funding. As noted above, Energy Solutions Solutions In conclusion, the significant events and developments, including the negative cash flows, Chapter 11 bankruptcy filing, potential sale of assets, and liquidity challenges, raise substantial doubt about the Company's ability to continue as a going concern. The Company remains focused on continuing its operations during the Chapter 11 process and successfully completing the sale of the Business. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2023 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3—RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements The Company did not implement any new accounting pronouncements during the first six months of 2023. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
LEASES | |
LEASES | NOTE 4—LEASES The Company primarily leases office space and related equipment, as well as equipment, modular units and vehicles directly used in providing services to its customers. The Company’s leases have remaining lease terms of one In accordance with ASU 2016-02, for leases with terms greater than twelve months, the Company records the related right-of-use assets and lease liabilities at the present value of the fixed lease payments over the lease term at the lease commencement date. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable. Short-term leases (leases with an initial term of twelve months or less or leases that are cancelable by the lessee and lessor without significant penalties) are expensed on a straight-line basis over the lease term. The majority of the 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 Company completed its relocation in March 2022. The lease is presented as a right-of-use asset and lease liability and the lease liability amounts to $3.2 million with a present value of $2.2 million over the life of the contract. 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 Company subleased a portion of its former office space and collected $15,000 of sublease income during the first six months of 2023. The lease on the Company’s former office space expired on March 31, 2023. The components of lease expense were as follows: Three Months Ended June 30, Six Months Ended June 30, Lease Cost/(Sublease Income) (in thousands) 2023 2022 2023 2022 Operating lease cost $ 513 $ 573 $ 1,055 $ 1,119 Short-term lease cost 1,535 1,611 4,226 3,228 Sublease income — (15) (15) (30) Total lease cost $ 2,048 $ 2,169 $ 5,266 $ 4,317 Lease cost related to finance leases was not significant for the three and six months ended June 30, 2023 and 2022. Information related to the Company’s right-of-use assets and lease liabilities were as follows: Lease Assets/Liabilities (in thousands) Balance Sheet Classification June 30, 2023 December 31, 2022 Lease Assets Right-of-use assets Other long-term assets $ 3,485 $ 4,223 Lease Liabilities Short-term lease liabilities Other current liabilities $ 1,301 $ 1,603 Long-term lease liabilities Other long-term liabilities 2,818 3,010 Total lease liabilities $ 4,119 $ 4,613 Supplemental information related to the Company’s leases were as follows: Six Months Ended June 30, (dollars in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 1,145 $ 1,211 Right-of-use assets obtained in exchange for new operating lease liabilities 504 2,854 Weighted-average remaining lease term - operating leases 5.33 years 5.70 years Weighted-average remaining lease term - finance leases 0.73 years 1.73 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 were as follows: Operating Leases Finance Leases Six Months Ended June 30, (in thousands) Remainder of 2023 $ 910 $ 3 2024 1,172 1 2025 658 - 2026 531 - 2027 463 - Thereafter 1,483 - Total lease payments $ 5,217 $ 4 Less: interest (1,102) - Present value of lease liabilities $ 4,115 $ 4 |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 6 Months Ended |
Jun. 30, 2023 | |
CHANGES IN BUSINESS. | |
CHANGES IN BUSINESS | NOTE 5—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 (which was comprised solely of Koontz-Wagner Custom Controls Holdings LLC (“Koontz-Wagner”), a wholly owned subsidiary of the Company) 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. The pension liability is expected to be satisfied by annual cash payments of $0.3 million each, paid in quarterly installments, through 2038. Mechanical Solutions During the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment and determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented. As of June 30, 2023 and December 31, 2022, the Company did not have any assets related to its Electrical Solutions’ and Mechanical Solutions’ discontinued operations. The following table presents a reconciliation of the carrying amounts of major classes of liabilities of Electrical Solutions’ and Mechanical Solutions’ discontinued operations: (in thousands) June 30, 2023 December 31, 2022 Liabilities: Current liabilities of discontinued operations $ 113 $ 110 Liability for pension obligation 2,242 2,244 Liability for uncertain tax positions 511 1,235 Long-term liabilities of discontinued operations 2,753 3,479 Total liabilities of discontinued operations $ 2,866 $ 3,589 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. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Loss on disposal - Electrical Solutions — 17 — 17 Interest expense 44 30 88 30 Loss from discontinued operations before income tax (44) (47) (88) (47) Income tax benefit (721) (640) (718) (623) Income from discontinued operations $ 677 $ 593 $ 630 $ 576 |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
REVENUE. | |
REVENUE | NOTE 6—REVENUE Disaggregation of Revenue 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. On July 20, 2023, the Company made a strategic decision to exit the water projects business in Florida and Texas. This led to the discontinuation of a significant portion of WIS's business and operations in the water projects division. As a result of the exit, the Company made financial adjustments, reducing its contract liability by $3.5 million and revenue by $0.6 million for the three-month and six-month periods ending June 30, 2023. The Company will continue to focus on non-union pulp and paper mill maintenance and repair activities under WIS. Additionally, on July 25, 2023, the Company took steps to reject the customer contracts associated with the water projects by filing motions with the Court. The Court will assess these motions at a hearing scheduled for August 17, 2023. Disaggregated revenue by type of contract was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Cost-plus reimbursement contracts $ 77,244 $ 39,771 $ 167,317 $ 94,026 Fixed-price contracts 6,099 16,288 19,496 31,592 Total $ 83,343 $ 56,059 $ 186,813 $ 125,618 Disaggregated revenue by the geographic area where the work was performed was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 United States $ 83,343 $ 56,059 $ 186,813 $ 120,116 Canada - - - 5,502 Total $ 83,343 $ 56,059 $ 186,813 $ 125,618 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 unaudited condensed consolidated balance sheets as contract assets. Projects with performance obligations recognized over time that have cumulative billings in excess of costs and estimated earnings recognized to date are reported in the Company’s unaudited condensed consolidated balance sheets as contract liabilities. At any point in time, each project in process could have either contract assets or contract liabilities. The following table provides information about contract assets and contract liabilities from contracts with customers: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Costs incurred on uncompleted contracts $ 87,424 $ 53,778 $ 183,072 $ 117,628 Earnings recognized on uncompleted contracts (4,081) 2,281 3,741 7,990 Total 83,343 56,059 186,813 125,618 Less—billings to date (75,894) (44,865) (179,364) (114,424) Net $ 7,449 $ 11,194 $ 7,449 $ 11,194 Contract assets $ 8,088 $ 13,483 $ 8,088 $ 13,483 Contract liabilities (639) (2,289) (639) (2,289) Net $ 7,449 $ 11,194 $ 7,449 $ 11,194 For the three and six months ended June 30, 2023, the Company recognized revenue of approximately $0.7 million and $4.8 million, respectively, on approximately $6.2 million that was included in the corresponding contract liability balance on December 31, 2022. Remaining Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of June 30, 2023: (in thousands) Remainder of 2023 2024 2025 Thereafter Total Remaining performance obligations $ 44,645 $ 45,786 $ 65,899 $ 37,315 $ 193,645 |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2023 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 7—LOSS PER SHARE As of June 30, 2023, the Company’s 27,210,391 shares outstanding included 514,926 shares of contingently issued but unvested restricted stock. As of June 30, 2022, the Company’s 26,427,635 shares outstanding included 321,142 shares of contingently issued but unvested restricted stock. Restricted stock is excluded from the calculation of basic weighted average shares outstanding, but its impact, if dilutive, is included in the calculation of diluted weighted average shares outstanding. Basic earnings (loss) per common share are calculated by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted earnings (loss) per common share are based on the weighted average common shares outstanding during the period, adjusted for the potential dilutive effect of common shares that would be issued upon the vesting and release of restricted stock awards and units. Basic and diluted loss per common share from continuing operations were calculated as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share data) 2023 2022 2023 2022 Loss from continuing operations $ (56,774) $ (5,311) $ (56,920) $ (7,338) Basic loss per common share: Weighted average common shares outstanding 26,695,465 26,106,493 26,559,598 26,034,907 Basic loss per common share $ (2.13) $ (0.20) $ (2.14) $ (0.28) Diluted loss per common share: Weighted average common shares outstanding 26,695,465 26,106,493 26,559,598 26,034,907 Diluted effect: Unvested portion of restricted stock units and awards — — — — Weighted average diluted common shares outstanding 26,695,465 26,106,493 26,559,598 26,034,907 Diluted loss per common share $ (2.13) $ (0.20) $ (2.14) $ (0.28) The weighted average number of shares outstanding used in the computation of basic and diluted loss per common share does not include the effect of the following potential outstanding common stock. The effects of the potentially outstanding service-based restricted stock and restricted stock unit awards were not included in the calculation of diluted loss per common share because the effect would have been anti-dilutive. The effects of the potentially outstanding performance- and market-based restricted stock unit awards were not included in the calculation of diluted loss per common share because the performance and/or market conditions had not been satisfied as of June 30, 2023 and 2022. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Unvested service-based restricted stock and restricted stock unit awards 195,840 599,344 198,662 623,836 Unvested performance- and market-based restricted stock unit awards 634,896 912,675 634,896 912,675 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8—INCOME TAXES The effective income tax rate for continuing operations for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Effective income tax rate for continuing operations 5.3% 3.1% 5.3% (0.8)% The effective income tax rate differs from the statutory federal income tax rate of 21% primarily because of the release of FIN 48 tax positions including the interest and penalties, based on the Company’s policy, the partial valuation allowances recorded on the Company’s deferred tax assets and the Canadian income tax benefit. It is important to note that FIN 48 requires the Company to evaluate its income tax positions, and any adjustments made as a result of the resolution of uncertain tax positions, including the release of tax provisions and related interest and penalties, are accounted for in accordance with FIN 48 guidelines. As such, these adjustments can impact the effective income tax rate reported in the financial statements. For the three months ended June 30, 2023, the Company recorded income tax benefit from continuing operations of $3.2 million, or 5.3% of pretax loss from continuing operations, compared with income tax benefit from continuing operations of $0.2 million, or 3.1% of pretax loss from continuing operations, in the corresponding period of 2022. For the six months ended June 30, 2023, the Company recorded income tax benefit from continuing operations of $3.2 million, or 5.3% of pretax loss from continuing operations, compared with income tax expense from continuing operations of $0.1 million, or (0.8)% of pretax loss from continuing operations, in the corresponding period of 2022. The decrease in income tax provision from continuing operations for the three and six months ended June 30, 2023, compared with the corresponding periods in 2022, was primarily related to the $2.4 million income tax benefit due to the reversal of indefinitely lived deferred tax liabilities net of the indefinitely lived deferred tax assets, and the $0.8 million income tax benefit for the release of FIN 48 tax positions, including the interest and penalties, in compliance of the Company’s policy. The Company’s net deferred balance was primarily composed of indefinite lived deferred tax liabilities attributable to goodwill and trade names, and the indefinite lived deferred tax assets related to the post 2017 net operating losses and Section 163(j) interest addback. A full valuation allowance was applied to most of the remaining deferred balances. The indefinite lived deferred tax assets enabled the release of the valuation allowance to the extent that it can offset the indefinite lived deferred tax liabilities. Because all indefinite lived deferred tax liabilities were part of continued operations, and the release of valuation allowance was attributable to the future taxable income related to these deferred tax liabilities, the entire valuation allowance released was recorded in continuing operations according to ASC 740-20-45-3. As of June 30, 2023, the Company had written off $2.4 million net deferred tax liabilities, mainly composed of the reversal of $12.4 million indefinite lived deferred tax liabilities attributable to goodwill and trade names, partially offset by the reversal of $6.6 million indefinite lived deferred tax assets attributable to post 2017 net operating losses and $3.4 million indefinite lived deferred tax assets attributable to Section 163(j) interest addback. As of June 30, 2023 and 2022, the Company would have needed to generate approximately $296.1 million and $313.6 million, respectively, of future taxable income in order to realize its deferred tax assets. The Company’s foreign subsidiaries may generate earnings that are not subject to U.S. income taxes so long as they are permanently reinvested in its operations outside of the U.S. Pursuant to ASC 740-30, undistributed earnings of foreign subsidiaries that are no longer permanently reinvested become subject to deferred income taxes. As of June 30, 2023, the Company’s Canadian subsidiary had approximately $0.5 million undistributed earnings projected for the end of 2023 that is expected to be repatriated back to the United States within the next 12 months. The Company formed the Canadian subsidiary in 2018 without significant capital input, and the majority of the undistributed earnings was expected to be repatriated as dividends to the United States at the U.S.-Canada treaty rate of 5%. As a result, less than $0.1 million income tax liability was accrued with respect to the foreign withholding tax associated with the remaining distribution from the Canadian subsidiary. As of each of June 30, 2023 and 2022, the Company provided for a total liability of $0.9 million and $2.3 million, respectively, for uncertain income tax positions, which include the unrecognized tax benefits related to various federal, foreign and state income tax matters, and the accrual of interest, penalties, and foreign currency adjustments that can potentially arise from these positions. For the period ended June 30, 2023, the $0.9 million reserved for uncertain income tax positions was included in long-term liabilities of discontinued operations and other long-term liabilities, of which $0.5 million was related to discontinued operations, compared to $1.2 million for the corresponding period in 2022. If the unrecognized tax benefit is recognized, the reduction in the liability would be recorded as a tax benefit and reduce the effective tax rate. Among the $0.9 million reserved for uncertain income tax positions, approximately $0.4 million was accrued for potential payment of interest and penalties, which was primarily related to discontinued operations. 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 were paid in December 2022. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2023 | |
DEBT | |
DEBT | NOTE 9—DEBT The following table provides information about the Company’s debt, net of unamortized deferred financing costs: (in thousands) June 30, 2023 December 31, 2022 Revolving Credit Facility $ 9,022 $ 17,399 Current portion of Term Loan 438 - Current debt $ 9,460 $ 17,399 Term loan, noncurrent portion of long-term debt $ 31,728 $ 25,282 Unsecured Promissory Note with Wynnefield Partners Small Cap Value, LP I 400 - Unsecured Promissory Note with Wynnefield Partners Small Cap Value, LP 350 - Unamortized debt discount from refinancing (491) (591) Unamortized deferred financing costs (1,106) (1,331) Long-term debt, net $ 30,881 $ 23,360 Total debt, net $ 40,341 $ 40,759 Debt Refinancing On December 16, 2020, the Company and certain of its subsidiaries refinanced and replaced its prior revolving credit facility and term loan facility and entered into (i) the Term Loan Agreement (as defined below), which provided for senior secured term loan facilities in an aggregate principal amount of up to $50.0 million (collectively, the “Term Loan”), consisting of a $35.0 million closing date term loan facility and up to $15.0 million of borrowings under a delayed draw facility (the “Delayed Draw Term Loan Facility”) with EICF Agent LLC, as agent, and CION Investment Corporation, as a lender and a co-lead arranger, and the other lenders party thereto; and (ii) a senior secured asset-based revolving line of credit of up to $30.0 million (the “Revolving Credit Facility”) with PNC Bank, National Association (“PNC”). The Delayed Draw Term Loan Facility expired in June 2022. In connection with the refinancing, the Company repaid the outstanding balance of the prior facilities and all interest in full. As of June 30, 2023, the Company had $9.0 million outstanding debt under the Revolving Credit Facility, $32.2 million outstanding (including both the noncurrent and current portion of the Term Loan) under the Term Loan and $0.8 million outstanding under the Wynnefield Notes. Total liquidity (the sum of unrestricted cash and availability under the Revolving Credit Facility) was $5.8 million at the end of the second quarter of 2023. As of June 30, 2023, the Company was not in compliance with all debt covenants, as amended. The filing of the Bankruptcy Petitions constituted an event of default under the Term Loan and the Revolving Credit Facility. Any efforts to enforce payment obligations under the Term Loan and Revolving Credit Facility are automatically stayed as a result of the Bankruptcy Petitions, and the creditors’ rights of enforcement in respect of such agreements are subject to the applicable provisions of the Bankruptcy Code. The Revolving Credit Facility As of June 30, 2023, the borrowings under the Revolving Credit Facility bore interest at the Company's election at either (1) the base commercial lending rate of PNC, as publicly announced, plus 1.25%, payable in cash on a monthly basis, (2) the Term SOFR (as defined in the Revolving Credit Facility agreement, as amended) based on the secured overnight financing rate (“SOFR”), subject to a minimum SOFR floor of 1.00%, plus 2.25%, payable in cash on the last day of each interest period, or (3) with respect to Canadian dollar loans, the Canadian Dollar offered Rate (“CDOR”), subject to a minimum CDOR rate of 1.00%, plus 2.25%, payable in cash on a monthly basis. In addition, upon the occurrence of an event of default, an additional 2.00% per year default interest would apply. The Obligations were guaranteed by certain subsidiaries and secured by assets, with the Intercreditor Agreement between EICF Agent LLC, as the Term Loan agent, and PNC, as the Revolving Loan agent (the “Intercreditor Agreement”), specifying the relative lien priorities of the Term Loan Agent and Revolving Loan Agent in the relevant collateral. The Revolving Credit Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, in each case, with certain exceptions, limitations and qualifications. The Revolving Credit Facility agreement also requires the Revolving Credit Facility borrowers to regularly provide certain financial information to the lenders thereunder on a weekly, monthly, quarterly and annual basis. Due to the Chapter 11 filing, the lenders are now subject to automatic stay provisions. This means that certain actions, including enforcing remedies or taking enforcement actions against the collateral, are temporarily stayed or put on hold. The lenders must now adhere to the provisions and limitations set forth under Chapter 11 of the Bankruptcy Code until further notice from the bankruptcy court. In light of the bankruptcy filing, any further actions or changes to the agreement, such as amendments or fees, will likely require approval or supervision by the Court. The lenders' ability to exercise their rights under the agreement will be subject to the Court's approval and the bankruptcy proceedings. The Term Loan Following the Company's filing for Chapter 11 bankruptcy, the Term Loan, Guarantee, and Security Agreement with EICF Agent LLC and lenders are now subject to automatic stay provisions under Chapter 11 of the Bankruptcy Code. These provisions allow the Company to maintain the term loan's long-term classification and prevent it from being reclassified as current debt during the bankruptcy proceedings. The Term Loan agreement, provided for a Term Loan with a maturity date of December 16, 2025. As of June 30, 2023, borrowings under the Term Loan bore interest at SOFR, with a minimum floor of 1.00%, plus an applicable margin of 11.00%, with part of the interest being payable in kind on a quarterly basis. The Obligations (as defined in the Term Loan agreement) of the Term Loan borrowers were guaranteed by certain subsidiaries and secured by first-priority security interests on substantially all of the Term Loan credit parties' assets. Additionally, a second-priority security interest on the Term Loan credit parties' accounts receivable and inventory was established, subject to the Intercreditor Agreement. Despite the bankruptcy filing, the Company may still prepay the Term Loan voluntarily, in whole or in part, subject to specific prepayment fees and certain conditions. Additionally, mandatory prepayments may be required under certain circumstances, including the receipt of proceeds from specific events or activities. The Term Loan agreement included customary representations, warranties, affirmative and negative covenants, subject to certain exceptions, limitations, and qualifications. The company was required to maintain certain financial ratios and limitations on capital expenditures. Events of default under the Term Loan agreement included various breaches or failures to pay, bankruptcy or insolvency proceedings, and other specified events. In case of an event of default, the Term Loan lenders were entitled to declare all Obligations immediately due and payable and exercise remedies under the collateral documents. The Company made amendments to the Term Loan agreement at different times. The amendments involved modifying financial covenants, adjusting interest rates, deferring payments, and imposing additional reporting obligations. They also included amendment fees payable to the lenders. The Wynnefield Notes The Wynnefield Notes consist of (i) an Unsecured Promissory Note by and among the Company, as borrower, certain of its subsidiaries, as guarantors under a separate Guaranty Agreement, and Wynnefield Partners Small Cap Value, LP I in the aggregate principal amount of $400,000 and (ii) an Unsecured Promissory Note by and among the Company, as borrower, certain of its subsidiaries, as guarantors under a separate Guaranty Agreement, and Wynnefield Partners Small Cap Value, LP (together with Wynnefield Partners Small Cap Value, LP I, the “Wynnefield Lenders”) in the aggregate principal amount of $350,000. All principal and interest will be due on the maturity date of the Wynnefield Notes, which will be the earliest of (i) December 23, 2025; (ii) a change in control of the Company; (iii) a refinancing or maturity extension of either of the Term Loan Agreement or the Revolving Credit Agreement; or (iv) an acceleration following the occurrence of an event of default (as defined in the Wynnefield Notes, and which includes any default under the Term Loan agreement or the Revolving Credit Facility agreement). The Wynnefield Notes bear interest at the fixed rate of (i) 8.0% per annum from the closing date; (ii) 13.0% per annum from and after the maturity date; and (iii) 13.0% per annum from and after an event of default (as defined in the Wynnefield Notes, and which includes any default under the Term Loan agreement or the Revolving Credit Facility agreement). The Wynnefield Notes are subject to an aggregate exit fee of $100,000, payable upon the earlier of an event of default or payment in full of all obligations due under the Wynnefield Notes. In connection with the Wynnefield Notes, the Company, certain of its subsidiaries, the Wynnefield Lenders and the agents under each of the Revolving Credit Facility agreement and the Term Loan agreement have entered into two Subordination and Intercreditor Agreements, pursuant to which the Wynnefield Lenders have agreed, on the terms and subject to the conditions set forth therein, to subordinate the Wynnefield Notes to the obligations of the Company under the Revolving Credit Agreement and the Term Loan Agreement. The Wynnefield Lenders, together with their affiliates, are the Company’s largest equity investor. Nelson Obus, a member of the Company’s Board of Directors, is a managing member of Wynnefield Capital Management, LLC, the general partner of the Wynnefield Lenders. Following the Company's filing for Chapter 11 bankruptcy, the Wynnefield Notes are now subject to automatic stay provisions under Chapter 11 of the Bankruptcy Code. These provisions allow the Company to maintain the long-term classification and prevent it from being reclassified as current debt during the bankruptcy proceedings. The automatic stay provisions also protect the Company from certain creditor actions, providing temporary relief from debt-related enforcement actions while the bankruptcy Cases are ongoing. Debtor-In-Possession Financial Credit Facilities On July 22, 2023 the Debtors filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. These cases are being jointly administered under the caption In re Williams Industrial Services Group Inc., et al. In conjunction with the bankruptcy filings, following the entry by the Court of the interim order authorizing and approving the DIP Credit Facilities on July 25, 2023 (the “Interim DIP Order”), the Debtors entered into certain debtor-in-possession financial credit agreements, consisting of the following: 1. Superpriority Senior Secured Revolving Credit and Security Agreement (the “DIP Revolving Credit Agreement”), pursuant to which, and subject to the terms and conditions therein, PNC Bank, National Association, in its capacity as administrative agent, and the financial institutions from time to time party thereto, as lenders (collectively, including any financial institution that has issued letters of credit on behalf of any Debtor in connection with the DIP Revolving Credit Facility (as defined below), the “DIP Revolving Lenders”), provided the Debtors with a secured superpriority debtor-in-possession revolving credit facility in an aggregate principal amount of up to the lesser of (a) the Borrowing Base (as defined in the DIP Revolving Credit Agreement) and (b) $12.0 million, less the amount of the Obligations owing by the Debtors under the Revolving Credit Facility, which were rolled into the facilities provided under the DIP Revolving Credit Agreement (the “DIP Revolving Credit Facility”), subject to the terms and conditions set forth therein. 2. Superpriority Senior Secured Term Loan, Guarantee and Security Agreement (the “DIP Term Loan Agreement” and, together with the DIP Revolving Credit Agreement, the “DIP Credit Agreements”), pursuant to which, and subject to the terms and conditions therein, EICF Agent LLC, in its capacity as agent, and the lenders from time to time party thereto (collectively, the “DIP Term Loan Lenders”), provided the Debtors with a secured superpriority debtor-in-possession term loan facility in aggregate principal amount not to exceed $19.5 million (the “DIP Term Loan Facility” and, together with the DIP Revolving Credit Facility, the “DIP Credit Facilities”). With the entry of the Interim DIP Order by the Court, the DIP Revolving Lenders provided the DIP Revolving Credit Facility in the principal amount described above, and the DIP Term Loan Lenders provided a $19.5 million multi-draw term loan facility, consisting of $14.0 million of term loans available immediately upon entry of the Interim DIP Order and the balance of which will be available after entry of the final order by the Court, which has not been obtained at this time. The borrowings under the DIP Credit Facilities are senior secured obligations of the Debtors, secured by superpriority liens on the assets of the Debtors, subject to customary exceptions. Additionally, the DIP Credit Agreements contain various covenants, including requirements for the Debtors' compliance with a 13-week budget, variance testing, reporting obligations, and other relevant provisions. The proceeds of all or a portion of the DIP Credit Facilities may be used for, among other things, post-petition working capital for the Debtors, payment of costs to administer the Cases, payment of expenses and fees of the transactions contemplated by the Cases, payment of court-approved adequate protection obligations under the DIP Credit Agreements, and payment of other costs, in each case, subject to an approved budget and such other purposes permitted under each of the DIP Credit Agreements and the Interim DIP Order or any other order of the Court. Letters of Credit and Bonds In line with industry practice, the Company is often required to provide letters of credit and payment and performance surety bonds to customers. These letters of credit and bonds provide credit support and security for the customer if the Company fails to perform its obligations under the applicable contract with such customer. The Revolving Credit Facility provided for a letter of credit sublimit in an amount up to $2.0 million. As of June 30, 2023, the Company had no letters of credit outstanding under this sublimit and $0.4 million cash collateralized standby letters of credit outstanding pursuant to its prior revolving credit facility with Wells Fargo Bank, National Association. There were no amounts drawn upon these letters of credit as of June 30, 2023. In addition, as of June 30, 2023 and December 31, 2022, the Company had outstanding payment and performance surety bonds of $60.3 million and $59.2 million, respectively. After June 30, 2023, approximately $52.7 million of these outstanding and performance surety bonds were called upon by sureties based on the discontinuance of the Company’s water projects in Florida and Texas (see "Note 15—Subsequent Events"). This event resulted in the sureties exercising their rights under the bonds, and the corresponding funds were utilized for fulfillment in accordance with the terms of the bonds. Deferred Financing Costs and Debt Discount: Deferred financing costs and debt discount 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 and debt discount related to the Company's debt facilities and recognized in interest expense on the unaudited condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Term loan $ 112 $ 112 $ 225 $ 225 Debt discount on term loan 50 50 100 100 Revolving credit facility 95 95 190 190 Total $ 257 $ 257 $ 515 $ 515 The following table summarizes unamortized deferred financing costs and debt discount included on the Company's unaudited condensed consolidated balance sheets: (in thousands) Location June 30, 2023 December 31, 2022 Term loan Long-term debt, net $ 1,106 $ 1,331 Debt discount on term loan Long-term debt, net 491 591 Revolving credit facility Other long-term assets 938 1,128 Total $ 2,535 $ 3,050 |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2023 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | NOTE 10 — FINANCIAL INSTRUMENTS Fair Value of Financial Instruments ASC 820–Fair Value Measurement defines fair value as the exit price, which is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in the active markets for identical assets and liabilities and the lowest priority to unobservable inputs (see below). Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments as of June 30, 2023 and December 31, 2022 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. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 11—GOODWILL AND OTHER INTANGIBLE ASSETS The Company determines the fair value of its reporting unit annually on October 1 st As of June 30, 2023, the Company held $12.5 million of unamortizable indefinite-lived intangible assets related to its Williams Industrial Services Group trade name. No amortization expenses were incurred for both periods ended June 30, 2023 and 2022, along with no amortization for the years ended December 31, 2022 and 2021, as stated in the 2022 Report under "Note 7—Goodwill and Other Intangible Assets." The Company assesses the fair value of its trade name using the relief from royalty method, which calculates fair value by determining the present value of after-tax cost savings linked with asset ownership, hence eliminating the need for royalties for its utilization throughout its estimated useful life. Due to the annual indefinite-lived intangible asset impairment analysis performed as of October 1, 2022, and 2021, the Company determined that the trade name's fair value exceeded its book value, thereby no impairment charge was recorded for the years ending December 31, 2022 and 2021. Similarly, due to the annual indefinite-lived intangible asset impairment analysis conducted as of October 1, 2022 and 2021, the Company established that the fair value of its reporting unit surpassed its book value, thus no impairment charge was noted for the years ending December 31, 2022 and 2021. The Company's Chapter 11 bankruptcy filing prompted a reevaluation of its goodwill and other intangible assets for the period ended June 30, 2023. This assessment determined that the Company's book value exceeded the fair value of its trade name and reporting unit, leading to an intangible asset impairment charge of $12.5 million linked to its trade name and a goodwill impairment charge of $35.4 million associated with its reporting unit. This evaluation reflects the impact of the significant financial challenges, including the Chapter 11 bankruptcy filing and trailing twelve-month operating loss, that the Company has encountered. Consequent to the evaluation, the Company recognized a total impairment loss of $47.9 million, with $12.5 million attributed to an intangible asset and $35.4 million attributed to a Goodwill Asset. This impairment mirrors the significant devaluation of the Company's overall worth and its inability to meet performance objectives in the face of challenging financial conditions. In accordance with ASC 350-20-50-1, the following information concerning the goodwill impairment is disclosed: 1. Description of the Impairment Event: The Company filed Chapter 11 Bankruptcy Petitions, leading to substantial financial difficulties, and reported a trailing twelve-month operating loss from continuing operations of $9.1 million. 2. Date of Assessment: The goodwill impairment assessment was executed for the period ended June 30, 2023. 3. Reasons for Impairment: The impairment stemmed from the significant devaluation of the Company's overall value and its incapacity to meet performance objectives. 4. Methodology and Assumptions: Management utilized an array of valuation methods and assumptions, including negative cash flow, historical operating income, prospects of future performance within current conditions, and economic circumstances. These factors were applied to conclude that the carrying amount of the trade name goodwill and intangible asset surpasses their respective fair values. 5. Amount of Impairment Loss: The impairment loss acknowledged for the intangible asset was $12.5 million, and for the Goodwill Asset was $35.4 million. 6. Description of Affected Reporting Units or Segments: The goodwill impairment had a bearing on the entirety of the Williams Industrial Services Group and the intangible asset is related to the Company’s trade name. 7. Future Implications: The impairment underscores the arduous financial environment and underscores the necessity for substantial management initiatives to stabilize and enhance the Company's financial performance. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 12—COMMITMENTS AND CONTINGENCIES Litigation and Claims The Company is from time-to-time party to various lawsuits, including personal injury claims and other proceedings that arise in the ordinary course of its business. With respect to all such lawsuits, claims and proceedings, the Company records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe that the resolution of any currently pending lawsuits, claims and proceedings, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations or liquidity. However, the outcomes of any currently pending lawsuits, claims and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case. On July 22, 2023, the Company and its subsidiaries, Williams Industrial Services Group, L.L.C., Williams Plant Services, LLC, Williams Specialty Services, LLC, Williams Industrial Services, LLC, WISG Electrical, LLC, Construction & Maintenance Professionals, LLC, Williams Global Services, Inc., Steam Enterprises, LLC, GPEG, LLC, Global Power Professional Services Inc., WISG Canada Ltd., WISG Nuclear Ltd. and WISG Electrical Ltd. (collectively with the Company, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”). The Chapter 11 Cases are being jointly administered under the caption In re Williams Industrial Services Group Inc., et al On July 25, 2023, the Bankruptcy Court issued orders approving the “first day” relief motions on an interim basis (the “Interim DIP Order”), authorizing the Company to, among other things, enter into the DIP Credit Facilities and pay employee wages and benefits. There has been no order confirming a plan of reorganization, arrangement, or liquidation of the Debtors’ assets in the Cases, and the Debtors are seeking the sale of certain assets through the Purchase Agreement and will seek Court approval of such sale. The Company completed a bankruptcy filing of its Koontz-Wagner subsidiary on July 11, 2018. This could require the Company to incur legal fees and other expenses related to liabilities from this bankruptcy filing. While the Company does not anticipate these liabilities will have a material adverse effect on its results of operations, cash flows and financial position, and although the statute of limitations has run on certain claims that the Chapter 7 Trustee for the Koontz-Wagner estate might assert, there can be no assurance of the outcome. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. For additional information, please refer to “Note 5—Changes in Business” to the unaudited condensed consolidated financial statements. Insurance The Company maintains insurance coverage for most insurable aspects of its business and operations. The Company’s insurance programs, including, but not limited to, health, general liability, and workers’ compensation, have varying coverage limits depending upon the type of insurance. For the three and six months ended June 30, 2023, insurance expense, including insurance premiums related to the excess claim coverage and claims incurred for continuing operations, was $1.7 million and $3.5 million, respectively. The Company’s unaudited condensed consolidated balance sheets include amounts representing its probable estimated liability related to insurance-related claims that are known and have been asserted against the Company, and for insurance-related claims that are believed to have been incurred but had not yet been reported as of June 30, 2023. As of June 30, 2023, the Company provided $0.4 million in letters of credit and $1.0 million of non-depleting cash collateral as security for possible general liability and workers’ compensation claims. Executive Severance As of June 30, 2023, the Company had outstanding severance arrangements with senior executives. The Company’s maximum commitment under all such arrangements, which would apply if the employees covered by these arrangements were each terminated without cause, was $5.5 million on June 30, 2023. The Company did not accrue executive severance expenses as of June 30, 2023. |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS | 6 Months Ended |
Jun. 30, 2023 | |
STOCK-BASED COMPENSATION PLANS | |
STOCK-BASED COMPENSATION PLANS | NOTE 13—STOCK-BASED COMPENSATION PLANS Effective for the second quarter of 2023, the Company reversed all its stock compensation expense for $1.1 million following the Chapter 11 bankruptcy filing on July 22, 2023, and entering into the Purchase Agreement with Energy Solutions Management has concluded that the stock compensation, both equity and liability-based will not be paid to employees or the board of directors due to the significant devaluation of the Company's stock and the inability to meet performance objectives. Approximately $0.7 million of expense related to equity-based awards and $0.4 million of expense related to cash-based awards were reversed. Additionally, the Company reversed $0.5 million of stock compensation liability related to cash-based plans. The significant devaluation of the Company's stock occurred following the Chapter 11 bankruptcy filing and the execution of the Purchase Agreement on July 22, 2023. Given the current financial situation and the uncertainties associated with the restructuring process, it is apparent that the Company will not meet the performance objectives required to award the cash-based compensation. As a result of these developments, the Company deemed it appropriate to reverse the stock compensation expense, as the awards are no longer expected to be settled, and the associated liability is no longer probable of being paid. These actions are consistent with the Company's ongoing efforts to manage its financial position and align its compensation plans with the current operating conditions during the Chapter 11 proceedings. The stock compensation reversal does not impact any obligations or liabilities related to the Purchase Agreement with Energy Solutions |
OTHER SUPPLEMENTARY INFORMATION
OTHER SUPPLEMENTARY INFORMATION | 6 Months Ended |
Jun. 30, 2023 | |
OTHER SUPPLEMENTARY INFORMATION | |
OTHER SUPPLEMENTARY INFORMATION | NOTE 14—OTHER SUPPLEMENTARY INFORMATION The following table summarizes other current assets included on the Company's unaudited condensed consolidated balance sheets: (in thousands) June 30, 2023 December 31, 2022 Unamortized commercial insurance premiums 1,328 2,611 Prepaid expenses 1,018 1,511 Security deposits - real estate 1,008 1,978 Other current assets 426 158 Total $ 3,780 $ 6,258 The following table summarizes other current liabilities included on the Company's unaudited condensed consolidated balance sheets: (in thousands) June 30, 2023 December 31, 2022 Short-term lease liabilities $ 1,301 $ 1,603 Accrued workers compensation 815 267 Accrued job costs 680 2,136 Accrued legal and professional fees 180 145 Other accrued liabilities 1,227 1,559 Total $ 4,203 $ 5,710 The following table summarizes other long-term assets included on the Company's unaudited condensed consolidated balance sheets: (in thousands) June 30, 2023 December 31, 2022 Equity method investment in RCC $ 2,017 $ 1,868 Right-of-use lease assets 3,485 4,223 Unamortized Debt Issuance Cost 938 1,128 Unamortized software subscriptions — 757 Other long-term assets 308 299 Total $ 6,748 $ 8,275 The following table summarizes other long-term liabilities included on the Company's unaudited condensed consolidated balance sheets: (in thousands) June 30, 2023 December 31, 2022 Long-term lease liabilities $ 2,818 $ 3,010 Liability for uncertain tax positions 353 1,115 Other long-term liabilities 30 800 Total $ 3,201 $ 4,925 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 15—SUBSEQUENT EVENTS Exiting the Water Projects in Florida and Texas On July 20, 2023, the Company decided to exit the water projects business in Florida and Texas resulting in the discontinuation of substantially all of WIS’s business and operations in the water projects division. The exit led to financial adjustments, reducing the Company’s contract liability by $3.5 million and revenue by $0.6 million for the three-month and six-month periods ended June 30, 2023. The Company continues work of non-union pulp and paper mill maintenance and repair activities under WIS. On July 25, 2023, the Company filed motions with the Court to reject the customer contracts associated with the water projects, and the Court will consider these motions at a hearing to be held on August 17, 2023. Chapter 11 Filing On July 22, 2023, the Debtors filed the Bankruptcy Petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors will continue to operate their businesses as "debtors-in-possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. On July 25, 2023, the Bankruptcy Court issued orders approving the “first day” relief motions on an interim basis (the “Interim DIP Order”), authorizing the Company to, among other things, enter into the DIP Credit Facilities and pay employee wages and benefits. The Debtors will continue their operations in the ordinary course of business as debtors-in-possession and pursue a structured sale of the Transferred Assets pursuant to a competitive bidding and auction process under Section 363. The Debtors are seeking the sale of the Transferred Assets through the Purchase Agreement and will seek Court approval of such sale. Purchase Agreement On July 22, 2023, prior to the filing of the Bankruptcy Petitions, the Company and its subsidiaries entered into a "stalking horse" Purchase Agreement with Energy Solutions Solutions Solutions Debtor-in-Possession Financing In connection with filing the Bankruptcy Petitions and the entry by the Court of the Interim DIP Order authorizing and approving the DIP Credit Facilities on July 25, 2023, the Debtors entered into the DIP Credit Facilities, which are described in “Note 9—Debt” of these unaudited condensed consolidated financial statements. Notice of Delisting On July 24, 2023, the Company received written notice from the staff of NYSE Regulation that, as a result of the Cases and in accordance with Section 1003(c)(iii) of the NYSE American Company Guide, NYSE Regulation had determined to commence proceedings to delist the common stock of the Company. Trading of the Company’s common stock on the NYSE American was suspended on July 24, 2023, and the delisting became effective August 11, 2023, 10 days after the NYSE American filed the Form 25 with the SEC. The Company’s common stock is currently quoted on the OTC Pink Market operated by the by OTC Markets Group Inc. under the symbol “WLMSQ.” Appointment of Chief Restructuring Officer Effective on July 27, 2023, the Company appointed Edward Gavin to serve as the Chief Restructuring Officer ("CRO") of the Company for such a term and in accordance with the terms and conditions of that certain engagement letter, dated as of July 20, 2023, by and among the Company and Gavin/Solmonese LLC (the "Engagement Letter"). As further set forth in the Engagement Letter, Mr. Gavin's authority as CRO includes, in coordination with the Company's advisors and management, (i) overseeing the administration of the Cases for the Company in Delaware, (ii) representing the Company in Court proceedings as to financial matters that may come before the Court, (iii) monitoring the debtor-in-possession budget and approving all payments, and (iv) managing creditor committees and negotiating as necessary. The appointment of a CRO by the Company was a condition of obtaining the DIP Credit Facilities. |
BUSINESS AND BASIS OF PRESENT_2
BUSINESS AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Business and Basis of Presentation | Business Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, “Williams,” the “Company,” “we,” “us” or “our,” unless the context indicates otherwise) was initially formed in 1998 as GEEG Inc., a Delaware corporation, and in 2001 changed its name to “Global Power Equipment Group Inc.,” and, as part of a reorganization, became the successor to GEEG Holdings, L.L.C., a Delaware limited liability company. Effective June 29, 2018, the Company changed its name to Williams Industrial Services Group Inc. to better align its name with the Williams business. Williams has been safely helping power plant owners and operators enhance asset value for more than 50 years. It provides a broad range of construction, maintenance, and support services to infrastructure customers in energy, power, and industrial end markets. In connection with the Company filing the Bankruptcy Petitions (as defined below), trading of the Company's common stock on the NYSE American LLC (the “NYSE American”) was suspended on July 22, 2023, and the delisting was effective August 11, 2023, 10 days after the NYSE American filed a Form 25 with the SEC. The Company's common stock is currently quoted on the OTC Pink Market operated by OTC Markets Group Company under the symbol "WLMSQ." Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on a basis consistent with that used in the Annual Report on Form 10-K for the year ended December 31, 2022, filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2023 (the “2022 Report”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, including all normal recurring adjustments, necessary to present fairly the unaudited condensed consolidated balance sheets and statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the periods indicated. All significant intercompany transactions have been eliminated. The December 31, 2022 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated interim financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2022 Report. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for any interim period are not necessarily indicative of operations to be expected for the full year. The Company reports on a fiscal quarter basis utilizing a “modified” 5-4-4 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 2023 2022 Three Months Ended March 31 January 1, 2023 to April 2, 2023 January 1, 2022 to April 3, 2022 Three Months Ended June 30 April 3, 2023 to July 2, 2023 April 4, 2022 to July 3, 2022 Three Months Ended September 30 July 3, 2023 to October 1, 2023 July 4, 2022 to October 2, 2022 |
Going Concern | Going Concern On July 22, 2023, the Company and its subsidiaries, Williams Industrial Services Group, L.L.C. (“WISG”), Williams Plant Services, LLC (“WPS”), Williams Specialty Services, LLC (“WSS”), Williams Industrial Services, LLC (“WIS”), WISG Electrical, LLC (“WISG Electrical”), Construction & Maintenance Professionals, LLC (“CMP”), Williams Global Services, Inc., Steam Enterprises, LLC, GPEG, LLC, Global Power Professional Services Inc., WISG Canada Ltd., WISG Nuclear Ltd. and WISG Electrical Ltd. (collectively with the Company, the “Debtors”), filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such cases, the “Cases”). The Cases are being jointly administered under the caption In re Williams Industrial Services Group Inc., et al Superpriority Senior Secured Revolving Credit and Security Agreement and a Superpriority Senior Secured Term Loan, Guarantee, and Security Agreement (collectively the “DIP Credit Facilities”) and paying employee wages and benefits. Despite the bankruptcy filing, the Debtors will continue their operations as "debtors-in-possession" under the jurisdiction of the Court and actively pursue a structured sale of the Transferred Assets (as defined below) through a competitive bidding and auction process under Section 363 of the Bankruptcy Code. The outcome of the Chapter 11 proceedings and the Company's ability to successfully execute the structured sale of the Transferred Assets remain uncertain and depend on various factors, including Court approvals, negotiations with creditors, and general economic conditions. After the sale, the Company anticipates the remaining business will undergo liquidation via a Chapter 11 plan or conversion to Chapter 7. As such, the financial statements do not include any adjustments that might result from the potential outcome of these uncertainties. These significant events and developments raise substantial doubt about the Company's ability to continue as a going concern. Continuation as a going concern is dependent upon the Company’s ability to successfully continue its operations during the Chapter 11 process, negotiate a purchase agreement, and take other steps to manage its liquidity. If the Company's liquidity improvement plan and the above-mentioned DIP Credit Facilities do not have the intended effect of addressing the Company's liquidity problems through the Chapter 11 process, the Company may be required to liquidate under Chapter 7 of the Bankruptcy Code. For additional information regarding our ongoing liquidity constraints and the DIP Credit Facilities, see below under “Note 2—Liquidity” and “Note 9—Debt” to the unaudited condensed consolidated financial statements included in this Form 10-Q. |
BUSINESS AND BASIS OF PRESENT_3
BUSINESS AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
BUSINESS AND BASIS OF PRESENTATION | |
Reporting periods and corresponding fiscal interim periods | Reporting Interim Period Fiscal Interim Period 2023 2022 Three Months Ended March 31 January 1, 2023 to April 2, 2023 January 1, 2022 to April 3, 2022 Three Months Ended June 30 April 3, 2023 to July 2, 2023 April 4, 2022 to July 3, 2022 Three Months Ended September 30 July 3, 2023 to October 1, 2023 July 4, 2022 to October 2, 2022 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
LEASES | |
Schedule of components of lease expense | Three Months Ended June 30, Six Months Ended June 30, Lease Cost/(Sublease Income) (in thousands) 2023 2022 2023 2022 Operating lease cost $ 513 $ 573 $ 1,055 $ 1,119 Short-term lease cost 1,535 1,611 4,226 3,228 Sublease income — (15) (15) (30) Total lease cost $ 2,048 $ 2,169 $ 5,266 $ 4,317 |
Schedule of right-of use assets and lease liabilities | Lease Assets/Liabilities (in thousands) Balance Sheet Classification June 30, 2023 December 31, 2022 Lease Assets Right-of-use assets Other long-term assets $ 3,485 $ 4,223 Lease Liabilities Short-term lease liabilities Other current liabilities $ 1,301 $ 1,603 Long-term lease liabilities Other long-term liabilities 2,818 3,010 Total lease liabilities $ 4,119 $ 4,613 |
Schedule of supplemental information | Six Months Ended June 30, (dollars in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 1,145 $ 1,211 Right-of-use assets obtained in exchange for new operating lease liabilities 504 2,854 Weighted-average remaining lease term - operating leases 5.33 years 5.70 years Weighted-average remaining lease term - finance leases 0.73 years 1.73 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 Six Months Ended June 30, (in thousands) Remainder of 2023 $ 910 $ 3 2024 1,172 1 2025 658 - 2026 531 - 2027 463 - Thereafter 1,483 - Total lease payments $ 5,217 $ 4 Less: interest (1,102) - Present value of lease liabilities $ 4,115 $ 4 |
Schedule of remaining lease payments under finance leases | Total remaining lease payments under the Company’s operating and finance leases were as follows: Operating Leases Finance Leases Six Months Ended June 30, (in thousands) Remainder of 2023 $ 910 $ 3 2024 1,172 1 2025 658 - 2026 531 - 2027 463 - Thereafter 1,483 - Total lease payments $ 5,217 $ 4 Less: interest (1,102) - Present value of lease liabilities $ 4,115 $ 4 |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued operations disposed of by sale | |
Schedule of Financial Information of Disposal Group | (in thousands) June 30, 2023 December 31, 2022 Liabilities: Current liabilities of discontinued operations $ 113 $ 110 Liability for pension obligation 2,242 2,244 Liability for uncertain tax positions 511 1,235 Long-term liabilities of discontinued operations 2,753 3,479 Total liabilities of discontinued operations $ 2,866 $ 3,589 Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Loss on disposal - Electrical Solutions — 17 — 17 Interest expense 44 30 88 30 Loss from discontinued operations before income tax (44) (47) (88) (47) Income tax benefit (721) (640) (718) (623) Income from discontinued operations $ 677 $ 593 $ 630 $ 576 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
REVENUE. | |
Schedule of disaggregation of revenue | Disaggregated revenue by type of contract was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Cost-plus reimbursement contracts $ 77,244 $ 39,771 $ 167,317 $ 94,026 Fixed-price contracts 6,099 16,288 19,496 31,592 Total $ 83,343 $ 56,059 $ 186,813 $ 125,618 Disaggregated revenue by the geographic area where the work was performed was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 United States $ 83,343 $ 56,059 $ 186,813 $ 120,116 Canada - - - 5,502 Total $ 83,343 $ 56,059 $ 186,813 $ 125,618 |
Costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Costs incurred on uncompleted contracts $ 87,424 $ 53,778 $ 183,072 $ 117,628 Earnings recognized on uncompleted contracts (4,081) 2,281 3,741 7,990 Total 83,343 56,059 186,813 125,618 Less—billings to date (75,894) (44,865) (179,364) (114,424) Net $ 7,449 $ 11,194 $ 7,449 $ 11,194 Contract assets $ 8,088 $ 13,483 $ 8,088 $ 13,483 Contract liabilities (639) (2,289) (639) (2,289) Net $ 7,449 $ 11,194 $ 7,449 $ 11,194 |
Schedule of transaction price allocated to the remaining performance obligations | (in thousands) Remainder of 2023 2024 2025 Thereafter Total Remaining performance obligations $ 44,645 $ 45,786 $ 65,899 $ 37,315 $ 193,645 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
LOSS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share data) 2023 2022 2023 2022 Loss from continuing operations $ (56,774) $ (5,311) $ (56,920) $ (7,338) Basic loss per common share: Weighted average common shares outstanding 26,695,465 26,106,493 26,559,598 26,034,907 Basic loss per common share $ (2.13) $ (0.20) $ (2.14) $ (0.28) Diluted loss per common share: Weighted average common shares outstanding 26,695,465 26,106,493 26,559,598 26,034,907 Diluted effect: Unvested portion of restricted stock units and awards — — — — Weighted average diluted common shares outstanding 26,695,465 26,106,493 26,559,598 26,034,907 Diluted loss per common share $ (2.13) $ (0.20) $ (2.14) $ (0.28) |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Unvested service-based restricted stock and restricted stock unit awards 195,840 599,344 198,662 623,836 Unvested performance- and market-based restricted stock unit awards 634,896 912,675 634,896 912,675 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
INCOME TAXES | |
Schedule of effective income tax expense rate for continuing operations | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Effective income tax rate for continuing operations 5.3% 3.1% 5.3% (0.8)% |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
DEBT | |
Schedule of debt | (in thousands) June 30, 2023 December 31, 2022 Revolving Credit Facility $ 9,022 $ 17,399 Current portion of Term Loan 438 - Current debt $ 9,460 $ 17,399 Term loan, noncurrent portion of long-term debt $ 31,728 $ 25,282 Unsecured Promissory Note with Wynnefield Partners Small Cap Value, LP I 400 - Unsecured Promissory Note with Wynnefield Partners Small Cap Value, LP 350 - Unamortized debt discount from refinancing (491) (591) Unamortized deferred financing costs (1,106) (1,331) Long-term debt, net $ 30,881 $ 23,360 Total debt, net $ 40,341 $ 40,759 |
Schedule of deferred financing costs amortized to Interest Expense | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Term loan $ 112 $ 112 $ 225 $ 225 Debt discount on term loan 50 50 100 100 Revolving credit facility 95 95 190 190 Total $ 257 $ 257 $ 515 $ 515 |
Schedule of unamortized deferred financing costs | (in thousands) Location June 30, 2023 December 31, 2022 Term loan Long-term debt, net $ 1,106 $ 1,331 Debt discount on term loan Long-term debt, net 491 591 Revolving credit facility Other long-term assets 938 1,128 Total $ 2,535 $ 3,050 |
OTHER SUPPLEMENTARY INFORMATI_2
OTHER SUPPLEMENTARY INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
OTHER SUPPLEMENTARY INFORMATION | |
Schedule of other current assets | (in thousands) June 30, 2023 December 31, 2022 Unamortized commercial insurance premiums 1,328 2,611 Prepaid expenses 1,018 1,511 Security deposits - real estate 1,008 1,978 Other current assets 426 158 Total $ 3,780 $ 6,258 |
Schedule of other current liabilities | (in thousands) June 30, 2023 December 31, 2022 Short-term lease liabilities $ 1,301 $ 1,603 Accrued workers compensation 815 267 Accrued job costs 680 2,136 Accrued legal and professional fees 180 145 Other accrued liabilities 1,227 1,559 Total $ 4,203 $ 5,710 |
Schedule of other long-term assets | (in thousands) June 30, 2023 December 31, 2022 Equity method investment in RCC $ 2,017 $ 1,868 Right-of-use lease assets 3,485 4,223 Unamortized Debt Issuance Cost 938 1,128 Unamortized software subscriptions — 757 Other long-term assets 308 299 Total $ 6,748 $ 8,275 |
Schedule of other long-term liabilities | (in thousands) June 30, 2023 December 31, 2022 Long-term lease liabilities $ 2,818 $ 3,010 Liability for uncertain tax positions 353 1,115 Other long-term liabilities 30 800 Total $ 3,201 $ 4,925 |
LIQUIDITY (Details)
LIQUIDITY (Details) | 12 Months Ended | |||||
Jul. 22, 2023 USD ($) | Jun. 30, 2023 USD ($) item | Jul. 25, 2023 USD ($) | Apr. 04, 2023 USD ($) | Mar. 31, 2023 USD ($) | Dec. 16, 2020 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Number of Separate Amendments to Debt Agreement | item | 5 | |||||
Amount available under debtor in process financing | $ 14,000,000 | |||||
Wynnefield Lenders [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Outstanding debt | $ 800,000 | |||||
Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Amount available under debtor in process financing | 14,000,000 | |||||
Subsequent Event | Asset Purchase Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Consideration transferred in cash | $ 60,000,000 | |||||
Term loan | ||||||
Loss Contingencies [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Delayed Draw Term Loan Facility | ||||||
Loss Contingencies [Line Items] | ||||||
Maximum borrowing capacity | $ 15,000,000 | |||||
Exit fee | $ 600,000 | |||||
Third and Fourth Amendments | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregate principal amount | $ 1,500,000 | |||||
Fifth Amendment | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregate principal amount | 3,500,000 | |||||
Unsecured Promissory Notes [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Outstanding debt | 35,600,000 | |||||
Unsecured Promissory Notes [Member] | Wynnefield Partners Small Cap Value, LP I [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregate principal amount | 400,000 | |||||
Unsecured Promissory Notes [Member] | Wynnefield Lenders [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregate principal amount | 350,000 | |||||
Wynnefield Notes [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Aggregate principal amount | $ 750,000 | |||||
DIP Revolving Credit Agreement | Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Amount arranged in DIP | 12,000,000 | |||||
DIP Credit Facilities | Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Amount arranged in DIP | 19,500,000 | |||||
Multi Draw Term Loan Facility | Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Amount arranged in DIP | $ 19,500,000 | |||||
Revolving Credit Facility | ||||||
Loss Contingencies [Line Items] | ||||||
Outstanding debt | $ 15,700,000 |
LEASES (Details)
LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 02, 2021 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Leases contain renewal options | true | |||
Lease agreement term | 10 years | |||
Lease Liabilities | $ 3,200,000 | |||
Lease liability payment due | $ 2,200,000 | |||
Sublease income | $ 15,000 | $ 15,000 | $ 30,000 | |
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 ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Components of lease expense: | ||||
Operating lease cost | $ 513,000 | $ 573,000 | $ 1,055,000 | $ 1,119,000 |
Short-term lease cost | 1,535,000 | 1,611,000 | 4,226,000 | 3,228,000 |
Sublease income | (15,000) | (15,000) | (30,000) | |
Total lease cost | $ 2,048,000 | $ 2,169,000 | $ 5,266,000 | $ 4,317,000 |
LEASES - Right-of use Assets an
LEASES - Right-of use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Right-of-use assets | $ 3,485 | $ 4,223 |
Short-term lease liabilities | 1,301 | 1,603 |
Long-term lease liabilities | 2,818 | 3,010 |
Total lease liabilities | 4,119 | 4,613 |
Other long-term assets | ||
Right-of-use assets | $ 3,485 | $ 4,223 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Other current liabilities | ||
Short-term lease liabilities | $ 1,301 | $ 1,603 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Other long-term liabilities | ||
Long-term lease liabilities | $ 2,818 | $ 3,010 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
LEASES - Supplemental Informati
LEASES - Supplemental Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
LEASES | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases | $ 1,145 | $ 1,211 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 504 | $ 2,854 |
Weighted-average remaining lease term - operating leases | 5 years 3 months 29 days | 5 years 8 months 12 days |
Weighted-average remaining lease term - finance leases | 8 months 23 days | 1 year 8 months 23 days |
Weighted-average discount rate - operating leases | 9% | 9% |
Weighted-average discount rate - finance leases | 9% | 9% |
LEASES - Remaining Lease Paymen
LEASES - Remaining Lease Payments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating leases maturities: | |
Remainder of 2023 | $ 910 |
2024 | 1,172 |
2025 | 658 |
2026 | 531 |
2027 | 463 |
Thereafter | 1,483 |
Total lease payments | 5,217 |
Less: interest | (1,102) |
Present value of lease liabilities | $ 4,115 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current, Other Liabilities, Noncurrent |
Finance leases maturities: | |
Remainder of 2023 | $ 3 |
2024 | 1 |
Total lease payments | 4 |
Present value of lease liabilities | $ 4 |
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 | 3 Months Ended | 6 Months Ended | ||||
Jul. 11, 2018 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Liabilities: | ||||||
Current liabilities of discontinued operations | $ 113 | $ 113 | $ 110 | |||
Long-term liabilities of discontinued operations | 2,753 | 2,753 | 3,479 | |||
Income (loss) before income taxes | ||||||
Interest expense, net | 1,971 | $ 1,261 | 3,764 | $ 2,480 | ||
Loss from discontinued operations before income tax | (44) | (47) | (88) | (47) | ||
Income tax benefit | (721) | (640) | (718) | (623) | ||
Income from discontinued operations | 677 | 593 | 630 | 576 | ||
Discontinued operations, disposed of by means other than sale | Electrical Solutions | Pension | ||||||
Liabilities: | ||||||
Liability for pension obligation | $ 2,900 | |||||
Income (loss) before income taxes | ||||||
Expected Periodic Payment | $ 300 | |||||
Discontinued operations disposed of by sale | ||||||
Income (loss) before income taxes | ||||||
Interest expense, net | 44 | 30 | 88 | 30 | ||
Loss from discontinued operations before income tax | (44) | (47) | (88) | (47) | ||
Income tax benefit | (721) | (640) | (718) | (623) | ||
Income from discontinued operations | 677 | 593 | 630 | 576 | ||
Discontinued operations disposed of by sale | Electrical Solutions And Mechanical Solutions | ||||||
Assets and liabilities | ||||||
Assets of discontinued operations | 0 | 0 | 0 | |||
Liabilities: | ||||||
Current liabilities of discontinued operations | 113 | 113 | 110 | |||
Liability for pension obligation | 2,242 | 2,242 | 2,244 | |||
Liability for uncertain tax positions | 511 | 511 | 1,235 | |||
Long-term liabilities of discontinued operations | 2,753 | 2,753 | 3,479 | |||
Total liabilities of discontinued operations | $ 2,866 | $ 2,866 | $ 3,589 | |||
Discontinued operations disposed of by sale | Electrical Solutions | ||||||
Income (loss) before income taxes | ||||||
Loss on disposal - Electrical Solutions | $ 17 | $ 17 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of revenue | ||||
Revenue | $ 83,343 | $ 56,059 | $ 186,813 | $ 125,618 |
Variable consideration | ||||
Contract liabilities | (5,603) | (1,122) | ||
Discontinued Operations | Water Projects in Florida and Texas | ||||
Variable consideration | ||||
Contract liabilities | 3,500 | 3,500 | ||
Reduction in Revenue | 600 | 600 | ||
U.S. | ||||
Disaggregation of revenue | ||||
Revenue | 83,343 | 56,059 | 186,813 | 120,116 |
Canada | ||||
Disaggregation of revenue | ||||
Revenue | 5,502 | |||
Cost-plus reimbursement contracts | ||||
Disaggregation of revenue | ||||
Revenue | 77,244 | 39,771 | 167,317 | 94,026 |
Fixed-price contracts | ||||
Disaggregation of revenue | ||||
Revenue | $ 6,099 | $ 16,288 | $ 19,496 | $ 31,592 |
Maximum | ||||
Variable consideration | ||||
Product Warranty Term | 2 years |
REVENUE - Contract assets and t
REVENUE - Contract assets and the contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Changes in the contract assets and the contract liabilities | |||||
Costs incurred on uncompleted contracts | $ 87,424 | $ 53,778 | $ 183,072 | $ 117,628 | |
Earnings recognized on uncompleted contracts | (4,081) | 2,281 | 3,741 | 7,990 | |
Total | 83,343 | 56,059 | 186,813 | 125,618 | |
Less - billings to date | (75,894) | (44,865) | (179,364) | (114,424) | |
Net | 7,449 | 11,194 | 7,449 | 11,194 | |
Contract assets | 8,088 | 13,483 | 8,088 | 13,483 | $ 12,812 |
Contract liabilities | (639) | $ (2,289) | (639) | $ (2,289) | $ (6,242) |
Revenue recognized from contracts in progress liability balance at June 30, 2023 | $ 700 | $ 4,800 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 193,645 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 44,645 |
Expected timing of satisfaction | 6 months |
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 | $ 45,786 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 65,899 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 37,315 |
Expected timing of satisfaction |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
LOSS PER SHARE | ||||||
Common stock, shares outstanding | 27,210,391 | 26,427,635 | 27,210,391 | 26,427,635 | 27,210,391 | 26,543,391 |
Loss from continuing operations | $ (56,774) | $ (5,311) | $ (56,920) | $ (7,338) | $ 9,100 | |
Weighted average common shares outstanding | 26,695,465 | 26,106,493 | 26,559,598 | 26,034,907 | ||
Basic loss per common share | $ (2.13) | $ (0.20) | $ (2.14) | $ (0.28) | ||
Diluted loss per common share: | ||||||
Weighted average common shares outstanding | 26,695,465 | 26,106,493 | 26,559,598 | 26,034,907 | ||
Diluted effect: | ||||||
Weighted average diluted common shares outstanding | 26,695,465 | 26,106,493 | 26,559,598 | 26,034,907 | ||
Diluted loss per common share | $ (2.13) | $ (0.20) | $ (2.14) | $ (0.28) | ||
Restricted Stock | ||||||
LOSS PER SHARE | ||||||
Unvested restricted stock included in reportable shares | 514,926 | 321,142 | 514,926 | 321,142 | 514,926 |
LOSS PER SHARE - Antidilutive (
LOSS PER SHARE - Antidilutive (Details) - Restricted Stock - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Service-based Restricted stock unit awards | ||||
Anti-dilutive shares | 195,840 | 599,344 | 198,662 | 623,836 |
Unvested performance- and market-based restricted stock unit awards | ||||
Anti-dilutive shares | 634,896 | 912,675 | 634,896 | 912,675 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 27, 2020 | |
Income tax expense (benefit) | $ (3,162) | $ (171) | $ (3,177) | $ 58 | |
Effective income tax rate for continuing operations | 5.30% | 3.10% | 5.30% | (0.80%) | |
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 21% | ||||
Increase (decrease) in Income Taxes | $ 2,400 | $ 2,400 | |||
Income tax benefit | 800 | ||||
Deferred tax liabilities | 2,400 | ||||
Deferred tax liabilities, indefinite-lived intangibles | 12,400 | 12,400 | |||
Amount of future financial taxable income needed to realize deferred tax assets | 296,100 | $ 313,600 | 296,100 | $ 313,600 | |
Indefinite lived deferred tax assets attributable to net operating losses | 6,600 | 6,600 | |||
Increase (decrease) in indefinite-lived deferred tax assets related to interest expense | 3,400 | ||||
Deferred federal employer payroll taxes, coronavirus aid, relief and economic security act | $ 4,900 | ||||
Deferred tax liability, undistributed foreign earnings | 100 | $ 100 | |||
Canada. | |||||
United States-Canada treaty rate | 5% | ||||
Additional repatriation to be made within next 12 months | 500 | $ 500 | |||
Long Term Liabilities Of Discontinued Operations And Other Long Term Liabilities | |||||
Unrecognized tax benefits | 900 | 2,300 | 900 | 2,300 | |
Long Term Liabilities Of Discontinued Operations And Other Long Term Liabilities | Discontinued Operations | |||||
Unrecognized tax benefits | 500 | $ 1,200 | 500 | $ 1,200 | |
Accrued interest and penalties related to uncertain income tax positions | $ 400 | $ 400 |
DEBT (Details)
DEBT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jul. 25, 2023 | Jul. 01, 2023 | Apr. 04, 2023 | Dec. 31, 2022 | Dec. 16, 2020 | |
Debt | |||||||||
Proceeds from sale of property, plant and equipment | $ 235,000 | ||||||||
Current portion of term loan | $ 438,000 | 438,000 | |||||||
Current debt | 9,460,000 | 9,460,000 | 17,399,000 | ||||||
Debt discount | (50,000) | $ (50,000) | (100,000) | $ (100,000) | |||||
Unamortized deferred financing fees | (2,535,000) | (2,535,000) | (3,050,000) | ||||||
Long-term debt, net | 30,881,000 | 30,881,000 | 23,360,000 | ||||||
Total debt, net | 40,341,000 | 40,341,000 | 40,759,000 | ||||||
Amounts drawn upon letters of credit | 0 | 0 | |||||||
Outstanding surety bond | $ 52,700,000 | ||||||||
Amortization of deferred financing costs | 415,000 | 415,000 | |||||||
Amortization of deferred financing costs excluding those costs written off upon extinguishment of debt. | 257,000 | 257,000 | 515,000 | 515,000 | |||||
Amount available under debtor in process financing | $ 14,000,000 | ||||||||
Scheduled maturities of the New Centre Lane Facility | |||||||||
Debt Instrument, Exit Fees Payable | $ 100,000 | $ 100,000 | |||||||
Period From Closing Date [Member] | |||||||||
Debt | |||||||||
Term loan, interest rate | 8% | 8% | |||||||
Period From and After An Event of Default [Member] | |||||||||
Debt | |||||||||
Term loan, interest rate | 13% | 13% | |||||||
Period From and After The Maturity Date [Member] | |||||||||
Debt | |||||||||
Term loan, interest rate | 13% | 13% | |||||||
Long-term debt, net | |||||||||
Debt | |||||||||
Debt discount | $ 491,000 | $ 491,000 | 591,000 | ||||||
Revolving Credit Facility | |||||||||
Debt | |||||||||
Cash collateral for letters of credit | 400,000 | 400,000 | |||||||
Subsequent Event | |||||||||
Debt | |||||||||
Amount available under debtor in process financing | 14,000,000 | ||||||||
Term loan | |||||||||
Debt | |||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||
Current portion of term loan | 438,000 | 438,000 | |||||||
Term loan, noncurrent portion of long-term debt | 31,728,000 | 31,728,000 | 25,282,000 | ||||||
Debt discount | (491,000) | (491,000) | (591,000) | ||||||
Unamortized deferred financing fees | (1,106,000) | (1,106,000) | (1,331,000) | ||||||
Total debt, net | 32,200,000 | 32,200,000 | |||||||
Amortization of deferred financing costs excluding those costs written off upon extinguishment of debt. | 112,000 | 112,000 | 225,000 | 225,000 | |||||
Scheduled maturities of the New Centre Lane Facility | |||||||||
Term loan | 31,728,000 | 31,728,000 | 25,282,000 | ||||||
Term loan | Long-term debt, net | |||||||||
Debt | |||||||||
Unamortized deferred financing fees | (1,106,000) | $ (1,106,000) | (1,331,000) | ||||||
Term loan | SOFR | |||||||||
Debt | |||||||||
Interest rate percentage (as a percent) | 11% | ||||||||
Term loan | SOFR | Minimum | |||||||||
Debt | |||||||||
Floor rate (as a percent) | 1% | ||||||||
Closing Date Term Loan | |||||||||
Debt | |||||||||
Maximum borrowing capacity | 35,000,000 | ||||||||
Delayed Draw Term Loan Facility | |||||||||
Debt | |||||||||
Maximum borrowing capacity | 15,000,000 | ||||||||
Exit fee | $ 600,000 | ||||||||
Senior Secured Asset-Based Revolving Line Of Credit | |||||||||
Debt | |||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||
Current debt | 9,022,000 | $ 9,022,000 | 17,399,000 | ||||||
Total liquidity | 5,800,000 | $ 5,800,000 | |||||||
Default spread on interest rate (as a percent) | 2% | ||||||||
Senior Secured Asset-Based Revolving Line Of Credit | Other Noncurrent Assets | |||||||||
Debt | |||||||||
Unamortized deferred financing fees | (938,000) | $ (938,000) | (1,128,000) | ||||||
Senior Secured Asset-Based Revolving Line Of Credit | Base Rate loans | |||||||||
Debt | |||||||||
Interest rate percentage (as a percent) | 1.25% | ||||||||
Senior Secured Asset-Based Revolving Line Of Credit | SOFR | |||||||||
Debt | |||||||||
Interest rate percentage (as a percent) | 2.25% | ||||||||
Floor rate (as a percent) | 1% | ||||||||
Senior Secured Asset-Based Revolving Line Of Credit | Canadian Dollar Offered Rate | |||||||||
Debt | |||||||||
Interest rate percentage (as a percent) | 2.25% | ||||||||
Floor rate (as a percent) | 1% | ||||||||
Letters of credit | |||||||||
Debt | |||||||||
Maximum borrowing capacity | 2,000,000 | $ 2,000,000 | |||||||
Outstanding borrowings | 0 | 0 | |||||||
Revolving Credit Facility | |||||||||
Debt | |||||||||
Amortization of deferred financing costs | 95,000 | $ 95,000 | 190,000 | $ 190,000 | |||||
Payment Surety Bond | |||||||||
Debt | |||||||||
Outstanding surety bond | 60,300,000 | 60,300,000 | |||||||
Performance Bond | |||||||||
Debt | |||||||||
Outstanding surety bond | $ 59,200,000 | ||||||||
Unsecured Promissory Notes [Member] | |||||||||
Debt | |||||||||
Total debt, net | 800,000 | 800,000 | |||||||
Unsecured Promissory Notes [Member] | Wynnefield Partners Small Cap Value, LP I [Member] | |||||||||
Debt | |||||||||
Term loan, noncurrent portion of long-term debt | 400,000 | 400,000 | |||||||
Aggregate principal amount | 400,000 | 400,000 | |||||||
Scheduled maturities of the New Centre Lane Facility | |||||||||
Term loan | 400,000 | 400,000 | |||||||
Unsecured Promissory Notes [Member] | Wynnefield Lenders [Member] | |||||||||
Debt | |||||||||
Term loan, noncurrent portion of long-term debt | 350,000 | 350,000 | |||||||
Aggregate principal amount | 350,000 | 350,000 | |||||||
Scheduled maturities of the New Centre Lane Facility | |||||||||
Term loan | $ 350,000 | $ 350,000 | |||||||
DIP Revolving Credit Agreement | Subsequent Event | |||||||||
Debt | |||||||||
Amount arranged in DIP | 12,000,000 | ||||||||
DIP Credit Facilities | Subsequent Event | |||||||||
Debt | |||||||||
Amount arranged in DIP | 19,500,000 | ||||||||
DIP Credit Facilities | Subsequent Event | Maximum | |||||||||
Debt | |||||||||
Amount arranged in DIP | 19,500,000 | ||||||||
Multi Draw Term Loan Facility | Subsequent Event | |||||||||
Debt | |||||||||
Amount arranged in DIP | $ 19,500,000 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||
Unamortizable indefinite-lived intangible assets | $ 12,500 | $ 12,500 | $ 12,500 | ||||
Amortization of intangible assets | 0 | $ 0 | $ 0 | $ 0 | |||
Impairment of indefinite-lived intangible asset | 12,500 | 0 | 0 | ||||
Impairment charge of reporting unit | 35,400 | $ 0 | $ 0 | ||||
Total impairment loss | 47,900 | 47,900 | |||||
Loss from continuing operations | $ (56,774) | $ (5,311) | $ (56,920) | $ (7,338) | $ 9,100 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
COMMITMENTS AND CONTINGENCIES | ||
Health and general insurance expenses | $ 1.7 | $ 3.5 |
Self-insured risk retention accrual | 0.4 | 0.4 |
Non-depleting cash collateral | 1 | 1 |
Executive Severance | $ 5.5 | $ 5.5 |
STOCK-BASED COMPENSATION PLANS
STOCK-BASED COMPENSATION PLANS (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock based compensation expense reversed | $ 1.1 |
Cash-based Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense | 0.4 |
Stock based compensation expense reversed | 0.5 |
Equity Based Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense | $ 0.7 |
OTHER SUPPLEMENTARY INFORMATI_3
OTHER SUPPLEMENTARY INFORMATION - Other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
OTHER SUPPLEMENTARY INFORMATION | ||
Unamortized commercial insurance premiums | $ 1,328 | $ 2,611 |
Prepaid expenses | 1,018 | 1,511 |
Security deposits - real estate | 1,008 | 1,978 |
Other current assets | 426 | 158 |
Total | $ 3,780 | $ 6,258 |
OTHER SUPPLEMENTARY INFORMATI_4
OTHER SUPPLEMENTARY INFORMATION - Other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
OTHER SUPPLEMENTAL INFORMATION. | ||
Short-term lease liability | $ 1,301 | $ 1,603 |
Accrued workers compensation | 815 | 267 |
Accrued job cost | 680 | 2,136 |
Accrued legal and professional fees | 180 | 145 |
Other accrued liabilities | 1,227 | 1,559 |
Total | $ 4,203 | $ 5,710 |
OTHER SUPPLEMENTARY INFORMATI_5
OTHER SUPPLEMENTARY INFORMATION - Other long-term assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Right-of-use lease assets | $ 3,485 | $ 4,223 |
Unamortized Debt Issuance Cost | 938 | 1,128 |
Unamortized software subscriptions | 757 | |
Other long-term assets | 308 | 299 |
Total | 6,748 | 8,275 |
RCC | ||
Equity method investment in RCC | $ 2,017 | $ 1,868 |
OTHER SUPPLEMENTARY INFORMATI_6
OTHER SUPPLEMENTARY INFORMATION - Other long-term liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
OTHER SUPPLEMENTARY INFORMATION | ||
Long-term lease liability | $ 2,818 | $ 3,010 |
Liability for uncertain tax positions. | 353 | 1,115 |
Other long-term liabilities | 30 | 800 |
Total | $ 3,201 | $ 4,925 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 22, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Subsequent Event [Line Items] | ||||
Reduction in contract liability | $ (5,603) | $ (1,122) | ||
Water Projects in Florida and Texas | Discontinued Operations | ||||
Subsequent Event [Line Items] | ||||
Reduction in contract liability | $ 3,500 | 3,500 | ||
Reduction in Revenue | $ 600 | $ 600 | ||
Subsequent Event | Asset Purchase Agreement | ||||
Subsequent Event [Line Items] | ||||
Consideration transferred in cash | $ 60,000 |