Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 11, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-08604 | ||
Entity Registrant Name | TEAM, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 74-1765729 | ||
Entity Address, Address Line One | 13131 Dairy Ashford | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Sugar Land | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77478 | ||
City Area Code | 281 | ||
Local Phone Number | 331-6154 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
No trading symbol | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 146 | ||
Entity Common Stock, Shares Outstanding | 43,124,362 | ||
Documents Incorporated by Reference | Portions of our Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000318833 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.30 par value | ||
Trading Symbol | TISI | ||
Security Exchange Name | NYSE | ||
Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Preferred Stock Purchase Rights | ||
Security Exchange Name | NYSE | ||
No trading symbol | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 65,315 | $ 24,586 | |
Receivables, net of allowance of $8,912 and $9,918 | 188,772 | 194,066 | [1] |
Inventory | 35,754 | 36,854 | |
Income tax receivable | 3,349 | 1,474 | |
Prepaid expenses and other current assets | 59,868 | 26,752 | |
Total current assets | 353,058 | 283,732 | |
Property, plant and equipment, net | 161,359 | 170,309 | |
Intangible assets, net of accumulated amortization of $124,197 and $111,318 | 89,898 | 103,282 | |
Operating lease right-of-use assets | 60,700 | 63,869 | |
Goodwill | 25,243 | 91,351 | |
Defined benefit pension asset | 2,902 | 0 | |
Other assets, net | 10,533 | 11,642 | |
Deferred income taxes | 792 | 6,790 | |
Total assets | 704,485 | 730,975 | |
Current liabilities: | |||
Current portion of long-term debt and finance lease obligations | 669 | 337 | |
Current portion of operating lease obligations | 16,176 | 17,375 | |
Accounts payable | 46,181 | 42,148 | |
Other accrued liabilities | 121,099 | 73,144 | |
Total current liabilities | 184,125 | 133,004 | |
Deferred income taxes | 4,185 | 4,375 | |
Long-term debt and finance lease obligations | 405,191 | 312,159 | |
Operating lease obligations | 49,221 | 52,207 | |
Defined benefit pension liability | 0 | 5,282 | |
Other long-term liabilities | 9,896 | 9,345 | |
Total liabilities | 652,618 | 516,372 | |
Commitments and contingencies | |||
Equity: | |||
Preferred stock, 500,000 shares authorized, none issued | 0 | 0 | |
Common stock, par value $0.30 per share, 60,000,000 shares authorized; 31,214,714 and 30,874,437 shares issued | 9,359 | 9,257 | |
Additional paid-in capital | 444,824 | 422,589 | |
Accumulated deficit | (375,584) | (189,565) | |
Accumulated other comprehensive loss | (26,732) | (27,678) | |
Total equity | 51,867 | 214,603 | |
Total liabilities and equity | $ 704,485 | $ 730,975 | |
[1] | Includes billed and unbilled amounts, net of allowance for credit losses. See Note 3 for details. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Receivables, allowance | $ 8,912 | $ 9,918 |
Intangible assets, accumulated amortization | $ 124,197 | $ 111,318 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value, in USD per share | $ 0.30 | $ 0.30 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 31,214,714 | 30,874,437 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | ||||
Revenues | [1] | $ 874,553,000 | $ 852,539,000 | $ 1,163,314,000 |
Operating expenses | 660,118,000 | 613,828,000 | 835,570,000 | |
Gross margin | 214,435,000 | 238,711,000 | 327,744,000 | |
Selling, general and administrative expenses | 272,869,000 | 260,920,000 | 328,214,000 | |
Restructuring and other related charges, net (see Note 17) | 2,916,000 | 3,365,000 | 1,676,000 | |
Goodwill impairment charge (see Note 8) | 64,632,000 | 191,788,000 | 0 | |
Operating loss | (125,982,000) | (217,362,000) | (2,146,000) | |
Interest expense, net | (46,308,000) | (29,818,000) | (29,713,000) | |
Loss on warrants | (59,000) | 0 | 0 | |
Loss on debt extinguishment and modification | 0 | (2,224,000) | (279,000) | |
Other income (expense), net | (2,461,000) | (2,514,000) | (715,000) | |
Loss before income taxes | (174,810,000) | (251,918,000) | (32,853,000) | |
Benefit (provision) for income taxes (see Note 10) | (11,209,000) | 14,715,000 | 436,000 | |
Net loss | $ (186,019,000) | $ (237,203,000) | $ (32,417,000) | |
Loss per common share: | ||||
Basic (in USD per share) | $ (6.01) | $ (7.74) | $ (1.07) | |
Diluted (in USD per share) | $ (6.01) | $ (7.74) | $ (1.07) | |
[1] | Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (186,019) | $ (237,203) | $ (32,417) |
Other comprehensive income (loss) before tax: | |||
Foreign currency translation adjustment | (2,213) | 3,697 | 3,865 |
Foreign currency hedge | 0 | (1,198) | 282 |
Defined benefit pension plans | |||
Net actuarial gain (loss) arising during period | 4,048 | 0 | (421) |
Settlement cost during period | 67 | 0 | 226 |
Amortization of prior service cost | 33 | 0 | 33 |
Other comprehensive income (loss) | 1,935 | 2,499 | 3,985 |
Tax (provision) benefit attributable to other comprehensive income (loss) | (989) | 13 | 217 |
Other comprehensive income (loss), net of tax | 946 | 2,512 | 4,202 |
Total comprehensive loss | $ (185,073) | $ (234,691) | $ (28,215) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2018 | 30,184 | ||||||
Beginning balance at Dec. 31, 2018 | $ 457,100 | $ (360) | $ 9,053 | $ 400,989 | $ 81,450 | $ (360) | $ (34,392) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (32,417) | (32,417) | |||||
Foreign currency translation adjustment, net of tax | 4,258 | 4,258 | |||||
Foreign currency hedge, net of tax | 213 | 213 | |||||
Defined benefit pension plans, net of tax | (269) | (269) | |||||
Non-cash compensation | 10,055 | 10,055 | |||||
Net settlement of vested stock awards (in shares) | 335 | ||||||
Net settlement of vested stock awards | (1,910) | $ 100 | (2,010) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 30,519 | ||||||
Ending balance at Dec. 31, 2019 | 436,670 | $ (1,035) | $ 9,153 | 409,034 | 48,673 | $ (1,035) | (30,190) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (237,203) | (237,203) | |||||
Foreign currency translation adjustment, net of tax | 3,359 | 2 | 3,357 | ||||
Foreign currency hedge, net of tax | (904) | (904) | |||||
Defined benefit pension plans, net of tax | 59 | 59 | |||||
Non-cash compensation | 6,307 | 6,307 | |||||
Net settlement of vested stock awards (in shares) | 355 | ||||||
Net settlement of vested stock awards | (989) | $ 104 | (1,093) | ||||
Extinguishment of convertible debt | (14,044) | (14,044) | |||||
Issuance of warrant, net | 22,383 | 22,383 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 30,874 | ||||||
Ending balance at Dec. 31, 2020 | 214,603 | $ 9,257 | 422,589 | (189,565) | (27,678) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (186,019) | (186,019) | |||||
Foreign currency hedge, net of tax | (2,214) | (2,214) | |||||
Defined benefit pension plans, net of tax | 3,160 | 3,160 | |||||
Non-cash compensation | 7,013 | 7,013 | |||||
Net settlement of vested stock awards (in shares) | 340 | ||||||
Net settlement of vested stock awards | (240) | $ 102 | (342) | ||||
Issuance of warrant, net | 15,564 | 15,564 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 31,214 | ||||||
Ending balance at Dec. 31, 2021 | $ 51,867 | $ 9,359 | $ 444,824 | $ (375,584) | $ (26,732) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Cash flows from operating activities: | ||||
Net loss | $ (186,019,000) | $ (237,203,000) | $ (32,417,000) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 41,518,000 | 45,908,000 | 49,059,000 | |
Loss on debt extinguishment and modification | 415,000 | 2,224,000 | 279,000 | |
Loss on warrants | 59,000 | 0 | 0 | |
Amortization of debt issuance costs and debt discounts | 13,784,000 | 8,829,000 | 7,695,000 | |
Allowance for credit losses | 1,943,000 | 1,612,000 | (2,573,000) | |
Foreign currency loss | 5,674,000 | 2,758,000 | 494,000 | |
Deferred income taxes | 4,521,000 | (3,974,000) | 3,795,000 | |
(Gain) loss on asset disposal | (2,981,000) | 1,161,000 | (187,000) | |
Goodwill impairment charges | 64,632,000 | 191,788,000 | 0 | |
Non-cash compensation cost | 7,013,000 | 6,307,000 | 10,055,000 | |
Other, net | (4,844,000) | (3,994,000) | (2,409,000) | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 700,000 | 46,147,000 | 27,194,000 | |
Inventory | 528,000 | 2,702,000 | 9,551,000 | |
Prepaid expenses and other current assets | 4,190,000 | (210,000) | 494,000 | |
Accounts payable | 1,178,000 | 3,782,000 | (5,356,000) | |
Other accrued liabilities | 11,631,000 | (12,798,000) | (8,378,000) | |
Income taxes | 605,000 | (2,275,000) | 1,540,000 | |
Net cash (used in) provided by operating activities | (35,453,000) | 52,764,000 | 58,836,000 | |
Cash flows from investing activities: | ||||
Capital expenditures | [1] | (17,605,000) | (19,958,000) | (29,035,000) |
Business acquisitions, net of cash acquired | 0 | (1,013,000) | 0 | |
Proceeds from disposal of assets | 3,528,000 | 2,645,000 | 934,000 | |
Other | 0 | 25,000 | 0 | |
Net cash used in investing activities | (14,077,000) | (18,301,000) | (28,101,000) | |
Cash flows from financing activities: | ||||
Net payments under Credit Facility revolver | 0 | (76,638,000) | (82,396,000) | |
Borrowings under ABL Facility, net | 62,000,000 | 0 | 0 | |
Borrowings under ABL Facility, gross | 128,000,000 | 44,000,000 | 0 | |
Payments under ABL Facility, gross | (137,000,000) | (35,000,000) | 0 | |
Net borrowings under Subordinated Term Loan | 50,000,000 | 0 | 0 | |
Borrowings (payments) under Credit Facility term loan, net of debt discount | 0 | (50,000,000) | 49,745,000 | |
Borrowings under Term Loan, net of discount | 0 | 242,500,000 | 0 | |
Repurchase of convertible debt | 0 | (135,501,000) | 0 | |
Contingent consideration payments | 0 | 0 | (428,000) | |
Payments for debt issuance costs | (10,457,000) | (9,113,000) | (1,524,000) | |
Taxes paid related to net share settlement of share-based awards | (240,000) | (990,000) | (1,911,000) | |
Payments for debt extinguishment and equity reacquisition costs | 0 | (2,447,000) | 0 | |
Other | (453,000) | (272,000) | (291,000) | |
Net cash provided by (used in) financing activities | 91,850,000 | (23,461,000) | (36,805,000) | |
Effect of exchange rate changes on cash | (1,591,000) | 1,409,000 | (43,000) | |
Net increase (decrease) in cash and cash equivalents | 40,729,000 | 12,411,000 | (6,113,000) | |
Cash and cash equivalents at beginning of period | 24,586,000 | 12,175,000 | 18,288,000 | |
Cash and cash equivalents at end of period | 65,315,000 | 24,586,000 | 12,175,000 | |
Cash paid (refunded) during the year for: | ||||
Interest | 28,176,000 | 23,623,000 | 22,697,000 | |
Income taxes | $ 5,829,000 | $ (9,996,000) | $ (3,536,000) | |
[1] | Excludes accrued capital expenditures for the years ended December 31, 2021, 2020 and 2019. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Description of Business. Unless otherwise indicated, the terms “we”, “our” and “us” are used in this report to refer to either Team, Inc., to one or more of our consolidated subsidiaries or to all of them taken as a whole. We are a global leading provider of integrated, digitally-enabled asset performance assurance and optimization solutions. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our clients’ most critical assets. We conduct operations in three segments: Inspection and Heat Treating (“IHT”), Mechanical Services (“MS”) and Quest Integrity. Through the capabilities and resources in these three segments, we believe that we are uniquely qualified to provide integrated solutions involving: inspection to assess condition; engineering assessment to determine fitness for purpose in the context of industry standards and regulatory codes; and mechanical services to repair, rerate or replace based upon the client’s election. In addition, we are capable of escalating with the client’s needs, as dictated by the severity of the damage found and the related operating conditions, from standard services to some of the most advanced services and integrated asset integrity and reliability management solutions available in the industry. We also believe that we are unique in our ability to provide services in three distinct client demand profiles: (i) turnaround or project services, (ii) call-out services, and (iii) nested or run-and-maintain services. IHT provides conventional and advanced non-destructive testing (“NDT”) services primarily for the process, pipeline and power sectors, pipeline integrity management services, and field heat treating services, as well as associated engineering and condition assessment services. These services can be offered while facilities are running (on-stream), during facility turnarounds or during new construction or expansion activities. IHT also provides advanced digital imaging including remote digital video imaging, laser scanning and laser profilometry-enabled reformer care services. MS provides solutions designed to serve clients’ unique needs during both the operational (onstream) and off-line states of their assets. Our onstream services include our range of standard to custom-engineered leak repair and composite solutions; emissions control and compliance; hot tapping and line stopping; and on-line valve insertion solutions, which are delivered while assets are in an operational condition, which maximizes client production time. Asset shutdowns can be planned, such as a turnaround maintenance event, or unplanned, such as those due to component failure or equipment breakdowns. Our specialty maintenance, turnaround and outage services are designed to minimize client downtime and are primarily delivered while assets are off-line and often through the use of cross-certified technicians, whose multi-craft capabilities deliver the production needed to achieve tight time schedules. These critical services include on-site field machining; bolted-joint integrity; vapor barrier plug testing; and valve management solutions. Quest Integrity provides integrity and reliability management solutions for the process, pipeline and power sectors. These solutions encompass three broadly-defined disciplines: (1) highly specialized in-line inspection services for historically unpiggable process piping and pipelines using proprietary in-line inspection tools and analytical software; and (2) advanced engineering and condition assessment services through a multi-disciplined engineering team and related lab support. We market our services to companies in a diverse array of heavy industries which include: • Energy (refining, power, renewables, nuclear and liquefied natural gas); • Manufacturing and Process (chemical, petrochemical, pulp and paper industries, manufacturing, automotive and mining); • Midstream and Others (valves, terminals and storage, pipeline and offshore oil and gas); • Public Infrastructure (amusement parks, bridges, ports, construction and building, roads, dams, and railways); and • Aerospace and Defense. Recent Financing Transactions. On February 11, 2022, we entered into a credit agreement with the lender parties thereto, and Eclipse Business Capital, LLC, a Delaware limited liability company, as agent, (“Eclipse”) (such agreement, the “ABL Credit Agreement”). Available funding commitments to the Company under the ABL Credit Facility, subject to certain conditions, include a revolving credit line in an amount of up to $130.0 million to be provided by certain affiliates of Eclipse (the “Revolving Credit Loans”), with a $35.0 million sublimit for swingline borrowings and a $26.0 million sublimit for issuances of letters of credit, and an incremental delayed draw term loan of up to $35.0 million (the “Delayed Draw Term Loans”) to be provided by Corre (as defined below). The ABL Credit Facility matures and all outstanding amounts become due and payable on February 11, 2025, however, if our Notes, which mature on August 1, 2023, have an aggregate principal amount of $10 million or more outstanding 120 days prior to their maturity date (the “Trigger Date”), the ABL Credit Facility will be terminated as of the Trigger Date. The proceeds of the loans under the ABL Credit Agreement were used to, among other things, pay off the amounts owed under the existing credit agreement (as defined in Note 11 - Long-Term Debt) dated as of December 18, 2020 (as amended from time to time), among the Company, the lenders party thereto and Citibank, N.A. as agent, which was repaid and terminated in full on February 11, 2022. In connection with the transactions contemplated by the ABL Credit Agreement, Corre Partners Management, LLC and certain of its affiliates (collectively, “Corre”), agreed to provide the Company incremental financing (the “Incremental Financing”), totaling approximately $55.0 million, consisting of (i) $35.0 million Delayed Draw Term Loans under the ABL Credit Facility as discussed above; (ii) $10.0 million from Corre in the form of the February 2022 Delayed Draw Term Loan (as defined in the Subordinated Term Loan Credit Agreement (as defined below)) on a pari passu basis with the existing loans issued pursuant to the Subordinated Term Loan Credit Agreement; and (iii) $10.0 million through an issuance of 11,904,762 shares (the “PIPE Shares”) of our common stock, to Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon II Fund, LP (the “Corre Holders”) at a price of $0.84 per share (the “Equity Issuance”). Ongoing Effects of COVID-19. The impact of the COVID-19 pandemic continues to affect our workforce and operations, as well as the operations of our clients, suppliers, and contractors. During this period, we have continued to focus on the following key priorities: • the health and safety of our employees and business continuity; • the alignment of our business to the near term market dynamics and demand for our services; and • our end market revenue diversification strategy. The ultimate duration and economic impact of the COVID-19 pandemic remains unclear. However, we believe the increased availability and administration of COVID-19 vaccines, easing of pandemic related restrictions, reopening of economies, and increasing commodity prices are positive signs of broader economic recovery. The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic (including any resurgences), impact of the new COVID-19 variants and the continued rollout and acceptance of COVID-19 vaccines, and the level of social and economic restrictions imposed in the United States and abroad in an effort to curb the spread of the virus, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. Under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), we qualified to defer the employer portion of social security taxes incurred through the end of calendar 2020. As of December 31, 2021, we have deferred employer payroll taxes of $14.1 million. We paid $7.0 million of the deferred payroll taxes in January 2022 with the remaining balance due at the end of 2022. Additionally, other governments in jurisdictions where we operate passed legislation to provide employers with relief programs, which include wage subsidy grants and deferral of certain payroll related expenses and tax payments and other benefits. We elected to treat qualified government subsidies from Canada and other governments as offsets to the related expenses. As a result, we recognized $6.2 million and $1.5 million as a reduction to operating expenses and selling, general and administrative expenses, respectively, during the twelve months ended December 31, 2021. As of December 31, 2021, we also deferred certain payroll related expenses and tax payments of $3.2 million under other foreign government programs which will be due starting in 2022. Consolidation. The consolidated financial statements include the accounts of our subsidiaries where we have control over operating and financial policies. All material intercompany accounts and transactions have been eliminated in consolidation. Related Party Transactions. A related party transaction is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the Company or any of its subsidiaries is a participant, and (2) any Related Party (as defined herein) has or will have a direct or indirect material interest. A Related Party is any person who is, or, at any time since the beginning of the Company’s last fiscal year, was (1) an executive officer, director or nominee for election as a director of the Company or any of its subsidiaries, (2) a person with greater than five percent (5%) beneficial interest in the Company, (3) an immediate family member of any of the individuals or entities identified in (1) or (2) of this paragraph, and (4) any firm, corporation or other entity in which any of the foregoing individuals or entities is employed or is a general partner or principal or in a similar position or in which such person or entity has a five percent (5%) or greater beneficial interest. Immediate family members includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home, other than a tenant or employee. Going Concern. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) assuming the Company will continue as a going concern. We have suffered recurring operating losses related to the COVID-19 pandemic, related economic repercussions, and difficult market conditions and prior to the Recent Financing Transactions discussed below, the Company required additional liquidity to continue its operations over the next twelve months. During the year, revenues and margins continued to decline against forecast along with margin pressures from inflationary costs including labor, materials, and transportation resulting in further operating losses. As of December 31, 2021, we are in compliance with our debt covenants; however, our financial forecasts as of December 31, 2021 indicated insufficient cash flows from operations to address our near-term liquidity needs and maintain compliance with our debt covenants within one year following the date that our financial statements are issued. As discussed in Note 1 – Recent Financing Transactions, on February 11, 2022, the Company successfully closed on financing transactions that provided improved liquidity and runway to execute our business turnaround, support working capital needs and pursue potential strategic alternatives. Following the Recent Financing Transactions, we evaluated the Company’s liquidity within one year after the date of issuance of these consolidated financial statements to determine if there is substantial doubt about the Company’s ability to continue as a going concern. In the preparation of this liquidity assessment, we applied judgment to estimate the projected cash flows of the Company, including the following: (i) projected cash outflows, (ii) projected cash inflows, and (iii) excess availability level under the Company’s existing debt arrangements. The cash flow projections were based on known or planned cash requirements for operating and financing costs. We believe, based on the Company’s forecast, that current working capital and capital expenditure financing is sufficient to fund the operations, maintain compliance with our debt covenants, and satisfy the Company’s obligations as they come due within one year after the date of issuance of these financial statements. While the Recent Financing Transactions provide us with additional funding to meet our near-term liquidity needs and included a waiver of our debt covenants through March 31, 2023, there can be no assurance that (i) our lenders will provide additional waivers or amendments in the event of future non-compliance with our debt covenants, or other possible events of default that could happen, or (ii) that we will generate adequate liquidity to fund our operations, or to satisfy the obligations under our convertible debt and potential acceleration of debt maturities that may become due on April 3, 2023 related to the Trigger Date. Use of estimates. Our accounting policies conform to Generally Accepted Accounting Principles (“GAAP”) in the United States. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) aspects of revenue recognition, (2) valuation of acquisition related tangible and intangible assets and assessments of all long-lived assets for possible impairment, (3) estimating various factors used to accrue liabilities for workers’ compensation, auto, medical and general liability, (4) establishing an allowance for uncollectible accounts receivable, (5) estimating the useful lives of our assets, (6) assessing future tax exposure and the realization of tax assets, (7) selecting assumptions used in the measurement of costs and liabilities associated with defined benefit pension plans, (8) assessments of fair value and (9) managing our foreign currency risk in foreign operations. Our most significant accounting policies are described below. Fair value of financial instruments . As defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosur e (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information available. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The use of unobservable inputs is intended to allow for fair value determinations in situations in which there is little, if any, market activity for the asset or liability at the measurement date. We are able to classify fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy such that “Level 1” measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, “Level 2” measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and “Level 3” measurements include those that are unobservable and of a highly subjective measure. Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and trade accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of our ABL Facility and Term Loans (defined below) is representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt. The fair value of our 5.00% Convertible Senior Notes due 2023 (the “Notes”) as of December 31, 2021 and 2020 was $84.0 million and $91.9 million, respectively, (inclusive of the fair value of the conversion option) and are a “Level 2” measurement, determined based on the observed trading price of these instruments. For additional information regarding our ABL Facility, Atlantic Park Term Loan, Subordinated Term Loan and Notes, see Note 11- Long-Term Debt. Cash and cash equivalents . Cash and cash equivalents consist of all demand deposits and funds invested in highly liquid short-term investments with original maturities of three months or less. Inventory. Except for certain inventories that are valued based on weighted-average cost, we use the first-in, first-out method to value our inventory. Inventory includes material, labor, and certain fixed overhead costs. Inventory is stated at the lower of cost and net realizable value. Inventory quantities on hand are reviewed periodically and carrying cost is reduced to net realizable value for inventories for which their cost exceeds their utility. The cost of inventories consumed or products sold are included in operating expenses. Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of their respective useful life or the lease term. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years Goodwill and intangible assets. We allocate the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities. We also allocate a portion of the purchase price to identifiable intangible assets, such as client relationships, non-compete agreements, trade names, technology, and licenses. Allocations are based on estimated fair values of assets and liabilities. We use all available information to estimate fair values including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, economic lives, and the selection of a discount rate, as well as the use of “Level 3” measurements as defined in ASC 820. Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax bases of assets acquired and liabilities assumed and loss carryforwards at the acquisition date, although such estimates may change in the future as additional information becomes known. Any remaining excess of cost over allocated fair values is recorded as goodwill. We typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, could materially impact our results of operations. Goodwill and intangible assets acquired in a business combination determined to have an indefinite useful life are not amortized, but are instead tested for impairment, and assessed for potential triggering events, at least annually in accordance with the provisions of the ASC 350 Intangibles—Goodwill and Other (“ASC 350”). Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with ASC 350. We assess goodwill for impairment at the reporting unit level, which we have determined to be the same as our operating segments. Each reporting unit has goodwill relating to past acquisitions. If the carrying value of a reporting unit exceeds its fair value, we measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. Our goodwill annual test date is December 1 of each year. Income taxes. We follow the guidance of ASC 740 Income Taxes (“ASC 740”), which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable or receivable and related tax expense or benefit together with assessing temporary differences resulting from differing treatment of certain items, such as depreciation, for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. In accordance with ASC 740, we are required to assess the likelihood that our deferred tax assets will be realized and, to the extent we believe it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes the reversal of existing taxable temporary differences, taxable income in prior carryback years if carryback is permitted by tax law, information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance and tax planning strategies. We regularly assess whether it is more likely than not that we will realize the deferred tax assets in the jurisdictions we operate in. Management believes future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize the deferred tax assets for which no valuation allowance has been established. Our valuation allowance primarily relates to net operating loss carryforwards. While we have considered these factors in assessing the need for additional valuation allowance, there is no assurance that additional valuation allowance would not need to be established in the future if information about future years change. Any changes in valuation allowance would impact our income tax provision and net income (loss) in the period in which such a determination is made. As of December 31, 2021, our deferred tax assets were $119.8 million, less a valuation allowance of $89.2 million. As of December 31, 2021, our deferred tax liabilities were $34.0 million. Significant judgment is required in assessing the timing and amounts of deductible and taxable items for tax purposes. In accordance with ASC 740-10, we establish reserves for uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is not more likely than not that the position will be sustained upon challenge. When facts and circumstances change, we adjust these reserves through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any related underpayment of income tax, such amounts have been accrued and are classified as a component of income tax expense (benefit) in our consolidated statements of operations. As of December 31, 2021, our gross unrecognized tax benefits, excluding penalties and interest related to uncertain tax positions, were $1.3 million. Workers’ compensation, auto, medical and general liability accruals. In accordance with ASC 450 Contingencies (“ASC 450”), we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by management, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation, our self-insured retention is $1.0 million and our automobile liability self-insured retention is currently $1.0 million per occurrence. For general liability claims, we have an effective self-insured retention of $1.0 million and a deductible of $2.0 million per occurrence. For medical claims, our self-insured retention is $350,000 per individual claimant determined on an annual basis. For environmental liability claims, our self-insured retention is $1.0 million per occurrence. We maintain insurance for claims that exceed such self-retention limits. The insurance is subject to terms, conditions, limitations, and exclusions that may not fully compensate us for all losses. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in management’s plans or intentions, or the outcome of legal proceedings, settlements, or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. Allowance for credit losses. In the ordinary course of business, a portion of our accounts receivable are not collected due to billing disputes, customer bankruptcies, dissatisfaction with the services we performed and other various reasons. We establish an allowance to account for those accounts receivable that we estimate will eventually be deemed uncollectible. The allowance for credit losses is based on a combination of our historical experience and management’s review of long outstanding accounts receivable. Concentration of credit risk. No single customer accounts for more than 10% of consolidated revenues. Earnings (loss) per share. Basic earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method and (3) the dilutive effect of the assumed conversion of our Notes under the treasury stock method. Our current intent is to settle the principal amount of our Notes in cash upon conversion. If the conversion value exceeds the principal amount, we may elect to deliver shares of our common stock with respect to the remainder of our conversion obligation in excess of the aggregate principal amount (the “conversion spread”). Accordingly, the conversion spread is included in the denominator for the computation of diluted earnings per common share using the treasury stock method and the numerator is adjusted for any recorded gain or loss, net of tax, on the embedded derivative associated with the conversion feature. Amounts used in basic and diluted loss per share, for all periods presented, are as follows (in thousands): Twelve Months Ended 2021 2020 2019 Weighted-average number of basic shares outstanding 30,975 30,638 30,310 Stock options, stock units and performance awards — — — Convertible senior notes — — — Total shares and dilutive securities 30,975 30,638 30,310 For the years ended December 31, 2021, 2020 and 2019, all outstanding share-based compensation awards were excluded from the calculation of diluted loss per share because their inclusion would be antidilutive due to the loss from continuing operations in those periods. Also, the effect of our Notes was excluded from the calculation of diluted earnings (loss) per share since the conversion price exceeded the average price of our common stock during the applicable periods. For information on our Notes and our share-based compensation awards, refer to Note 11 and Note 13, respectively. Non-cash investing and financing activities. Non-cash investing and financing activities are excluded from the consolidated statements of cash flows and are as follows (in thousands): Twelve Months Ended 2021 2020 2019 Assets acquired under finance lease $ 1,016 $ 60 $ 326 Also, we had $4.1 million, $1.2 million, and $4.0 million of accrued capital expenditures as of December 31, 2021, 2020 and 2019, respectively, which are excluded from the consolidated statements of cash flows until paid. Foreign currency . For subsidiaries whose functional currency is not the U.S. Dollar, assets and liabilities are translated at period ending rates of exchange and revenues and expenses are translated at period average exchange rates. Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive loss in stockholders’ equity. Foreign currency transaction gains and losses are included in our statements of operations. We utilize monthly foreign currency swap contracts to reduce exposures to changes in foreign currency exchange rates related to our largest exposures including, but not limited to, the Australian Dollar, Canadian Dollar, Brazilian Real, British Pound, Euro, Malaysian Ringgit and Mexican Peso. The impact from these swap contracts were not material as of December 31, 2021 or 2020 or for the years ended December 31, 2021, 2020 and 2019. Defined benefit pension plans. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined based on reference to yi |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE In accordance with ASC Topic 606, Revenue from Contracts with Customers , (“ASC 606”), we follow a five-step process to recognize revenue: 1) identify the contract with the customer, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations and 5) recognize revenue when the performance obligations are satisfied. Most of our contracts with customers are short-term in nature and billed on a time and materials basis, while certain other contracts are at a fixed price. Certain contracts may contain a combination of fixed and variable elements. We act as a principal and have performance obligations to provide the service itself or oversee the services provided by any subcontractors. Revenue is measured based on consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties, such as taxes assessed by governmental authorities. Generally, in contracts where the amount of consideration is variable, the amount is determinable each period based on our right to invoice (as discussed further below) the customer for services performed to date. As most of our contracts contain only one performance obligation, the allocation of a contracts transaction price to multiple performance obligations is generally not applicable. Customers are generally billed as we satisfy our performance obligations and payment terms typically range from 30 to 90 days from the invoice date. Billings under certain fixed-price contracts may be based upon the achievement of specified milestones, while some arrangements may require advance customer payment. Our contracts do not include significant financing components since the contracts typically span less than one year. Contracts generally include an assurance type warranty clause to guarantee that the services comply with agreed specifications. The warranty period typically is twelve months or less from the date of service. Revenue is recognized as (or when) the performance obligations are satisfied by transferring control over a service or product to the customer. Revenue recognition guidance prescribes two recognition methods (over time or point in time). Most of our performance obligations qualify for recognition over time because we typically perform our services on customer facilities or assets and customers receive the benefits of our services as we perform. Where a performance obligation is satisfied over time, the related revenue is also recognized over time using the method deemed most appropriate to reflect the measure of progress and transfer of control. For our time and materials contracts, we are generally able to elect the right-to-invoice practical expedient, which permits us to recognize revenue in the amount to which we have a right to invoice the customer if that amount corresponds directly with the value to the customer of our performance completed to date. For our fixed price contracts, we typically recognize revenue using the cost-to-cost method, which measures the extent of progress towards completion based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Under this method, revenue is recognized proportionately as costs are incurred. For contracts where control is transferred at a point in time, revenue is recognized at the time control of the asset is transferred to the customer, which is typically upon delivery and acceptance by the customer. Disaggregation of revenue. Essentially all of our revenues are associated with contracts with customers. A disaggregation of our revenue from contracts with customers by geographic region, by reportable operating segment and by service type is presented below (in thousands): Twelve Months Ended December 31, 2021 United States and Canada Other Countries Total Revenue: IHT $ 405,007 $ 10,364 $ 415,371 MS 256,806 122,020 378,826 Quest Integrity 47,511 32,845 80,356 Total $ 709,324 $ 165,229 $ 874,553 Twelve Months Ended December 31, 2020 United States and Canada Other Countries Total Revenue: IHT $ 365,847 $ 8,893 $ 374,740 MS 278,882 113,602 392,484 Quest Integrity 49,117 36,198 85,315 Total $ 693,846 $ 158,693 $ 852,539 Twelve Months Ended December 31, 2021 Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 325,204 $ 467 $ 59,855 $ 29,845 $ 415,371 MS — 374,885 806 3,135 378,826 Quest Integrity 80,356 — — — 80,356 Total $ 405,560 $ 375,352 $ 60,661 $ 32,980 $ 874,553 Twelve Months Ended December 31, 2020 Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 294,838 $ 206 $ 50,220 $ 29,476 $ 374,740 MS — 388,313 1,088 3,083 392,484 Quest Integrity 85,315 — — — 85,315 Total $ 380,153 $ 388,519 $ 51,308 $ 32,559 $ 852,539 _________________ For additional information on our reportable operating segments and geographic information, refer to Note 15. Contract balances. The timing of revenue recognition, billings, and cash collections results in trade accounts receivable, contract assets and contract liabilities on the consolidated balance sheets. Trade accounts receivable include billed and unbilled amounts currently due from customers and represent unconditional rights to receive consideration. The amounts due are stated at their net estimated realizable value. Refer to Notes 1 and 3 for additional information on our trade receivables and the allowance for credit losses. Contract assets include unbilled amounts typically resulting from sales under fixed-price contracts when the cost-to-cost method of revenue recognition is utilized, the revenue recognized exceeds the amount billed to the customer and the right to payment is conditional on something other than the passage of time. Amounts may not exceed their net realizable value. If we receive advances or deposits from our customers, a contract liability is recorded. Additionally, a contract liability arises if items of variable consideration result in less revenue being recorded than what is billed. Contract assets and contract liabilities are generally classified as current. The following table provides information about trade accounts receivable, contract assets and contract liabilities as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Trade accounts receivable, net 1 $ 188,772 $ 194,066 Contract assets 2 $ 1,602 $ 5,242 Contract liabilities 3 $ 313 $ 930 _________________ 1 Includes billed and unbilled amounts, net of allowance for credit losses. See Note 3 for details. 2 Included in the “Prepaid expenses and other current assets” line on the consolidated balance sheet. 3 Included in the “Other accrued liabilities” line of the consolidated balance sheet. The $0.6 million decrease in contract liabilities is due to our completion of performance obligations during the year ended December 31, 2021 associated with contracts under which customers had paid for all or a portion of the consideration in advance of the work being performed. Due to the short-term nature of our contracts, contract liability balances as of the end of any period are generally recognized as revenue in the following quarter. Accordingly, essentially all of the contract liability balance at December 31, 2020 was recognized as revenue during the year ended December 31, 2021. Contract costs. We recognize the incremental costs of obtaining contracts as selling, general and administrative expenses when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less. Costs to fulfill a contract are recorded as assets if they relate directly to a contract or a specific anticipated contract, the costs to generate or enhance resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. Costs to fulfill recognized as assets primarily consist of labor and materials costs and generally relate to engineering and set-up costs incurred prior to the satisfaction of performance obligations begins. Assets recognized for costs to fulfill a contract are included in the “Prepaid expenses and other current assets” line of the consolidated balance sheets and were not material as of December 31, 2021 and 2020. Such assets are recognized as expenses as we transfer the related goods or services to the customer. All other costs to fulfill a contract are expensed as incurred. Remaining performance obligations. As of December 31, 2021 and 2020, there were no material amounts of remaining performance obligations that are required to be disclosed. As permitted by ASC 606, we have elected not to disclose information about remaining performance obligations where i) the performance obligation is part of a contract that has an original expected duration of one year or less or ii) when we recognize revenue from the satisfaction of the performance obligation in accordance with the right-to-invoice practical expedient. |
RECEIVABLES
RECEIVABLES | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
RECEIVABLES | RECEIVABLES A summary of accounts receivable as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Trade accounts receivable $ 161,751 $ 157,513 Unbilled revenues 35,933 46,471 Allowance for credit losses (8,912) (9,918) Total $ 188,772 $ 194,066 ASC 326 applies to financial assets measured at amortized cost, including trade and unbilled accounts receivable, and requires immediate recognition of lifetime expected credit losses. Significant factors that affect the expected collectability of our receivables include macroeconomic trends and forecasts in the oil and gas, refining, power, and petrochemical markets and changes in our results of operations and forecasts. For unbilled receivables, we consider them as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate. We have identified the following factors that primarily impact the collectability of our receivables and therefore determine the pools utilized to calculate expected credit losses: (i) the aging of the receivable, (ii) any identification of known collectability concerns with specific receivables and (iii) variances in economic risk characteristics across geographic regions. For trade receivables, customers typically are provided with payment due date terms of 30 days upon issuance of an invoice. We have tracked historical loss information for our trade receivables and compiled historical credit loss percentages for different aging categories. We believe that the historical loss information we have compiled is a reasonable basis on which to determine expected credit losses for trade receivables because the composition of the trade receivables is consistent with that used in developing the historical credit-loss percentages as typically our customers and payment terms do not change significantly. Generally, a longer outstanding receivable equates to a higher percentage of the outstanding balance as current expected credit losses. We update the historical loss information for current conditions and reasonable and supportable forecasts that affect the expected collectability of the trade receivable using a loss-rate approach. We have not seen a negative trend in the current economic environment that significantly impacts our historical credit-loss percentages; however, we will continue to monitor for changes that would indicate the historical loss information is no longer a reasonable basis for the determination of our expected credit losses. Our forecasted loss rates inherently incorporate expected macroeconomic trends. A loss-rate method for estimating expected credit losses on a pooled basis is applied for each aging category for receivables that continue to exhibit similar risk characteristics. To measure expected credit losses for individual receivables with specific collectability risk, we identify specific factors based on customer-specific facts and circumstances that are unique to each customer. Customer accounts with different risk characteristics are separately identified and a specific reserve is determined for these accounts based on the assessed credit risk. We have also identified the following geographic regions in which to distinguish our trade receivables: the (i) United States, (ii) Canada, (iii) the European Union, (iv) the United Kingdom, and (v) other countries. These geographic regions are considered appropriate as they each operate in different economic environments with different foreign currencies, and therefore share similar economic risk characteristics. For each geographic region we evaluate the historical loss information and determine credit-loss percentages to apply to each aging category and individual receivable with specific risk characteristics. We estimate future expected credit losses based on forecasted changes in gross domestic product and oil demand for each region. We consider one year from the financial statement reporting date as representing a reasonable forecast period as this period aligns with the expected collectability of our trade receivables. Financial distress experienced by our customers could have an adverse impact on us in the event our customers are unable to remit payment for the products or services we provide or otherwise fulfill their obligations to us. In determining the current expected credit losses, we review macroeconomic conditions, market specific conditions, and internal forecasts to identify potential changes in our assessment. The following table shows a rollforward of the allowance for credit losses: Twelve Months Ended 2021 2020 2019 Balance at beginning of period $ 9,918 $ 9,990 $ 15,182 Adoption of account pronouncement ASC 326 1 — 1,410 — Provision for expected credit losses 2,193 1,612 (2,573) Write-offs (3,143) (3,193) (2,673) Foreign exchange effects (56) 99 54 Balance at end of period $ 8,912 $ 9,918 $ 9,990 _________________ 1 Due to the initial adoption of ASC 326 as of January 1, 2020. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY A summary of inventory as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Raw materials $ 7,641 $ 7,395 Work in progress 2,725 2,890 Finished goods 25,388 26,569 Total $ 35,754 $ 36,854 |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS | PREPAID AND OTHER CURRENT ASSETS A summary of prepaid and other current assets as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Insurance receivable $ 39,000 $ — Prepaid expenses 12,645 12,936 Other current assets 8,223 13,816 Total $ 59,868 $ 26,752 The insurance receivable relates to the receivable from our third-party insurance providers for a legal claim that is recorded in other accrued liabilities, refer to Note 9. These receivables will be covered by our third-party insurance providers for a litigation matter that has been settled or are pending settlements where the deductibles have been satisfied. The prepaid expenses primarily relate to prepaid insurance and other expenses that have been paid in advance of the coverage period. The other current assets primarily include items such as contract assets and other accounts receivables. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT A summary of property, plant and equipment as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Land $ 5,743 $ 5,805 Buildings and leasehold improvements 58,972 57,632 Machinery and equipment 306,366 302,886 Furniture and fixtures 11,642 11,450 Capitalized ERP system development costs 45,917 45,917 Computers and computer software 22,243 20,508 Automobiles 4,356 4,518 Construction in progress 16,565 8,329 Total 471,804 457,045 Accumulated depreciation and amortization (310,445) (286,736) Property, plant, and equipment, net $ 161,359 $ 170,309 Included in the table above are assets under finance leases of $6.7 million and $5.7 million and accumulated amortization of $1.6 million and $0.9 million as of December 31, 2021 and 2020, respectively. Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $27.6 million, $31.5 million and $34.4 million, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS A summary of intangible assets as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 Gross Accumulated Net Customer relationships $ 175,156 $ (88,783) $ 86,373 Non-compete agreements 5,503 (5,503) — Trade names 24,743 (22,252) 2,491 Technology 7,843 (6,885) 958 Licenses 850 (774) 76 Total $ 214,095 $ (124,197) $ 89,898 December 31, 2020 Gross Accumulated Net Customer relationships $ 175,418 $ (76,541) $ 98,877 Non-compete agreements 5,569 (5,569) — Trade names 24,870 (21,794) 3,076 Technology 7,879 (6,691) 1,188 Licenses 864 (723) 141 Total $ 214,600 $ (111,318) $ 103,282 Amortization expense on intangible assets for the years ended December 31, 2021, 2020 and 2019 was $13.9 million, $14.0 million and $14.3 million, respectively. Amortization expense for intangible assets is forecast to be approximately $13 million per year from 2022 through 2025. |
GOODWILL AND IMPAIRMENT CHARGES
GOODWILL AND IMPAIRMENT CHARGES | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Impairment Charges | GOODWILL AND IMPAIRMENT CHARGES Goodwill and intangible assets acquired in a business combination determined to have an indefinite useful life are not amortized, but are instead tested for impairment, and assessed for potential triggering events, at least annually in accordance with the provisions of the ASC 350 Intangibles-Goodwill and Other (“ASC 350”). Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with ASC 350. We assess goodwill for impairment at the reporting unit level, which we have determined to be the same as our operating segments. If the carrying value of a reporting unit exceeds its fair value, we measure any goodwill impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. We test for impairment of our reporting units annually on December 1, and between annual tests if we become aware of an event or a change in circumstances that would indicate the carrying value may be impaired. We performed our annual impairment test as of December 1, 2020 and concluded that there was no impairment based upon a qualitative assessment to determine if it was more likely than not (that is, a likelihood of more than 50 percent) that the fair values of the reporting units were less than their respective carrying values as of the reporting date. As a result of forecasted revenue and earnings declines and sustained declines in our stock price through September 30, 2021, we determined that a triggering event had occurred as it was more likely than not that the carrying values of our reporting units exceeded their fair values. Our revenue growth and profitability are influenced by several industry trend factors, including end markets capital spending levels, supply and demand levels and technology. With oil prices and demand increasing, refiners (represents approximately 40% of our customers) are recovering; however, as capital expenditures have not fully recovered resulting in lower current activity and pricing pressure for our products and services, primarily in our IHT and MS reporting units, accordingly, we performed a quantitative assessment of the fair value of goodwill as of September 30, 2021. We determined the fair value for each reporting unit in our goodwill impairment assessment using both a discounted cash flow analysis and a multiples-based market approach for comparable companies. We utilized third-party valuation advisors to assist us with these valuations. These analyses included significant judgment, including short-term and long-term forecast of operating performance, discount rates based on our weighted average cost of capital, revenue growth rates, profitability margins, capital expenditures and the timing of future cash flows. These impairment assessments incorporate inherent uncertainties, including supply and demand for our services, utilization forecasts, pricing forecasts and future market conditions, which are difficult to predict in volatile economic environments and could result in impairment charges in future periods if actual results materially differ from the assumptions utilized in our forecasts. Based upon our impairment assessment, we determined the carrying amount of our MS reporting unit exceeded the fair value. As a result, we recorded $55.8 million in goodwill impairment charges on our MS reporting unit during the three months ended September 30, 2021. The fair value of the Quest Integrity reporting unit exceeded its carrying value at September 30, 2021. Our IHT reporting unit has no goodwill associated as it was determined to be fully impaired on March 31, 2020. For our annual goodwill impairment test as of December 1, 2021, we elected to perform a quantitative assessment to determine if it was more likely than not (that is, a likelihood of more than 50 percent) that the fair value of our reporting unit was less than its carrying value as of the test date. Based on the quantitative assessment, we concluded that the carrying amount of our Quest Integrity reporting unit exceeded the fair value. As a result, we recorded $8.8 million in goodwill impairment charges on our Quest Integrity reporting unit during the three months ended December 31, 2021. We will continue to evaluate our goodwill and long-lived assets for potential triggering events as conditions warrant. There was $25.2 million and $91.4 million of goodwill at December 31, 2021 and 2020, respectively. A summary of goodwill is as follows (in thousands): IHT MS Quest Integrity Consolidated Goodwill, Gross Accumulated Impairment Goodwill, Net Goodwill, Gross Accumulated Impairment Goodwill, Net Goodwill, Gross Accumulated Impairment Goodwill, Net Goodwill, Gross Accumulated Impairment Goodwill, Net Balance at December 31, 2019 $ 214,356 $ (21,140) $ 193,216 $ 109,510 $ (54,101) $ 55,409 $ 33,381 $ — $ 33,381 $ 357,247 $ (75,241) $ 282,006 FX Adjustments (1,428) — (1,428) 1,211 — 1,211 854 — 854 637 — 637 Impairment charge — (191,788) (191,788) — — — — — — — (191,788) (191,788) Additions — — — — — — 496 — 496 496 — 496 Balance at December 31, 2020 $ 212,928 $ (212,928) $ — $ 110,721 $ (54,101) $ 56,620 $ 34,731 $ — $ 34,731 $ 358,380 $ (267,029) $ 91,351 FX Adjustments — — — (783) — (783) (693) — (693) (1,476) — (1,476) Impairment charge — — — — (55,837) (55,837) — (8,795) (8,795) — (64,632) (64,632) Additions — — — — — — — — — — — — Balance at December 31, 2021 $ 212,928 $ (212,928) $ — $ 109,938 $ (109,938) $ — $ 34,038 $ (8,795) $ 25,243 $ 356,904 $ (331,661) $ 25,243 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES A summary of other accrued liabilities as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Payroll and other compensation expenses $ 44,284 $ 42,668 Legal and professional accruals 46,762 4,135 Insurance accruals 7,314 6,659 Property, sales and other non-income related taxes 8,018 8,722 Accrued commission 1,111 1,048 Accrued interest 6,469 2,437 Other 7,141 7,475 Total $ 121,099 $ 73,144 Legal and professional accruals include accruals for legal and professional fees as well as accrued legal claims, refer to Note 15. Certain legal claims are covered by insurance and the related insurance receivable for these claims is recorded in prepaid expenses and other current assets, refer to Note 5. Payroll and other compensation expenses include all payroll related accruals including, among others, accrued vacation, severance, and bonuses. Insurance accruals primarily relate to accrued medical and workers compensation costs. Property, sales and other non-income related taxes includes accruals for items such as sales and use tax, property tax and other related tax accruals. Accrued interest relates to the interest accrued on our long-term debt. Other accrued liabilities includes items such as contract liabilities and other accrued expenses. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the year ended December 31, 2021, our income tax provision resulted in an effective tax rate of 6.4%. For the years ended December 31, 2020 and 2019, our income tax benefit on the loss from continuing operations resulted in an effective tax rate of 5.8% and 1.3%, respectively. Our income tax provision for the year ended December 31, 2021 was $11.2 million, and an income tax benefit for December 31, 2020 and 2019 was $14.7 million and $0.4 million, respectively, and includes federal, state and foreign taxes. The components of our tax provision and benefit on continuing operations were as follows (in thousands): Current Deferred Total Twelve months ended December 31, 2021: U.S. Federal $ 1,460 $ (1,115) $ 345 State & local 590 150 740 Foreign jurisdictions 4,350 5,774 10,124 $ 6,400 $ 4,809 $ 11,209 Twelve months ended December 31, 2020: U.S. Federal $ (14,853) $ (1,228) $ (16,081) State & local 1,113 (1,010) 103 Foreign jurisdictions 2,942 (1,679) 1,263 $ (10,798) $ (3,917) $ (14,715) Twelve months ended December 31, 2019: U.S. Federal $ (105) $ (4,349) $ (4,454) State & local 519 (1,230) (711) Foreign jurisdictions 2,340 2,389 4,729 $ 2,754 $ (3,190) $ (436) The components of pre-tax income (loss) from continuing operations for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): Twelve Months Ended 2021 2020 2019 Domestic $ (157,778) $ (240,064) $ (34,720) Foreign (17,032) (11,854) 1,867 $ (174,810) $ (251,918) $ (32,853) The income tax provision in 2021 and benefit in 2020 and 2019 attributable to the loss from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate (21% in 2021, 2020 and 2019) to pre-tax loss from continuing operations as a result of the following (in thousands): Twelve Months Ended 2021 2020 2019 Pre-tax loss from continuing operations $ (174,810) $ (251,918) $ (32,853) Computed income taxes at statutory rate (36,710) (52,903) (6,899) State income taxes, net of federal benefit 561 (114) (820) Foreign tax rate differential 613 404 (300) Non-cash compensation 842 926 323 Deferred taxes on investment in foreign subsidiaries (1,939) 525 18 Non-deductible expenses 767 518 658 Non-deductible compensation (522) 89 559 Foreign withholding 1,708 1,063 670 Prior year tax adjustments 993 707 954 Convertible debt — (2,949) — Goodwill impairment 9,892 12,586 — Valuation allowance 34,284 32,957 3,682 Cares Act rate benefit — (7,267) — Rate change (186) (551) 684 Other 906 (706) 35 Total expense (benefit) for income tax on continuing operations $ 11,209 $ (14,715) $ (436) _____________ The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2021 2020 Deferred tax assets: Accrued compensation and benefits $ 7,831 $ 9,058 Receivables 1,345 1,551 Inventory 316 336 Share based compensation 271 256 Other accrued liabilities 3,467 2,109 Tax credit carry forward 3,613 3,642 Interest expense limitation 22,312 7,040 Goodwill and intangible costs 9,221 6,754 Net operating loss carry forwards 68,972 58,759 Other 2,428 1,013 Deferred tax assets 119,776 90,518 Less: Valuation allowance (89,191) (53,417) Deferred tax assets, net 30,585 37,101 Deferred tax liabilities: Property, plant and equipment (20,267) (23,783) Unremitted earnings of foreign subsidiaries (3,944) (5,918) Convertible debt (7,359) (1,755) Other (2,408) (3,230) Deferred tax liabilities (33,978) (34,686) Net deferred tax asset (liability) $ (3,393) $ 2,415 Management evaluates all available evidence, both positive and negative, to determine whether sufficient future taxable income will be generated to allow for the realization of the existing deferred tax assets. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. A significant factor of negative evidence evaluated was the cumulative pre-tax loss incurred over the three-year period ended December 31, 2021. This objective evidence limits the ability to consider other subjective positive evidence, such as our projections for future pre-tax income. On the basis of this evaluation, as of December 31, 2021, a valuation allowance of $89.2 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. This valuation allowance relates primarily to the deferred tax assets for federal, foreign and state tax net operating loss carryforwards. The amount of deferred tax asset considered realizable could be adjusted if there are changes to net operating loss carryforward periods or there is a change to the weight assessed on various sources of positive and negative evidence. The current year increase in the valuation allowance is primarily attributable to our U.S. operations. In the previous quarter, we did record a significant increase in the valuation allowance on certain foreign subsidiaries that historically were profitable. In the current quarter, we were able to release $0.9 million of valuation allowance based on all available evidence, including forecasted income for these entities. The release of the valuation allowance is primarily attributable to our UK, Germany and Canada subsidiaries. At December 31, 2021, we had net operating loss carryforwards for U.S. federal income tax purposes of $221.9 million. Of this amount, $96.2 million expires in various dates through 2037 and $125.7 million has an indefinite carryforward period. These carryforwards are available, subject to certain limitations, to offset future taxable income. Further, we have state net operating loss carryforwards of $212.7 million with $178.9 million expiring on various dates through 2041 and $33.8 million with an indefinite carryforward period. As of December 31, 2021, we had interest expense carryforward for U.S. income tax purposes of $92.7 million. The entire $92.7 million has an indefinite carryforward period. These carryforwards are available, subject to certain limitations, to offset future taxable income. The Company has $3.3 million of tax credits that will expire on various dates through 2037 if not utilized. As of December 31, 2021, we had foreign net operating loss carryforwards totaling $37.9 million. Of this amount, $4.4 million will expire in various dates through 2030 and $33.5 million has an unlimited carryforward period. At December 31, 2021, none of our undistributed earnings of foreign operations were considered to be permanently reinvested overseas. As of December 31, 2021, the deferred tax liability related to undistributed earnings of foreign subsidiaries was $3.9 million. As of December 31, 2021, $1.9 million of unrecognized tax benefits would affect our effective tax rate. We estimate the uncertain tax benefits that may be recognized within the next twelve months will not be material. Our policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. We file income tax returns in the U.S. federal and state jurisdictions as well as various foreign jurisdictions. With few exceptions, we are no longer subject to U.S. Federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2016. We are currently under audit in one of the states in which we do substantial business. We have recorded a $0.5 million tax liability in our uncertain positions related to this audit due to retroactive changes included in final regulations issued by the state this quarter. Certain Netherlands entities are also under audit. We do not anticipate any material adjustments related to these examinations. Periodic examinations of our tax filings occur by the taxing authorities for the jurisdictions in which we conduct business. These examinations review the significant positions taken on our returns, including the timing and amount of income and deductions reported, as well as the allocation of income among multiple taxing jurisdictions. We do not expect any material adjustments to result from positions taken on our income tax returns. The following table summarizes the Company’s reconciliation of gross unrecognized tax benefits, excluding penalties and interest, for the year ended December 31, 2021, 2020 and 2019 (in thousands): Twelve Months Ended 2021 2020 2019 Unrecognized tax benefits - January 1 $ 1,610 $ 1,547 $ 1,749 Additions based on current year tax positions — 7 — Additions based on tax positions related to prior years 543 89 227 Reductions based on tax positions related to prior years (415) Settlements — — — Reductions resulting from a lapse of the applicable statute of limitations (868) (33) (14) Unrecognized tax benefits - December 31 $ 1,285 $ 1,610 $ 1,547 _____________ |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT As of December 31, 2021 and 2020, our long-term debt and finance lease obligations are summarized as follows (in thousands): December 31, 2021 2020 ABL Facility $ 62,000 $ 9,000 Term Loan 214,191 213,809 Subordinated Term Loan 36,358 — Total 312,549 222,809 Convertible Debt 1 87,662 84,534 Finance lease obligations 5,649 5,153 Total debt and finance lease obligations 405,860 312,496 Current portion of long-term debt and finance lease obligations (669) (337) Total long-term debt and finance lease obligations, less current portion $ 405,191 $ 312,159 _________________ 1 Comprised of principal amount outstanding, less unamortized discount and issuance costs. See Convertible Debt section below for additional information. Future contractual maturities of long-term debt, excluding finance leases, are as follows (in thousands): December 31 2022 $ — 2023 93,130 2024 62,000 2025 — 2026 300,215 Thereafter — Total $ 455,345 For information on our finance lease obligations, see footnote 12. ABL Facility On December 18, 2020, we entered into an asset-based credit agreement (such agreement, as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) led by Citibank, N.A. (“Citibank”), as agent, which provides for available borrowings up to $150 million (the “ABL Facility”). The ABL Facility matures and all outstanding amounts become due and payable on December 18, 2024. However, if our Notes, which mature on August 1, 2023, have an aggregate principal amount of $10 million (updated from $50.0 million to $10.0 million as part of the Third Amendment to the Term Loan) or more outstanding 120 days prior to their maturity date (the “Trigger Date”), or if there are Notes in an aggregate principal amount of less than $10 million outstanding and we do not have sufficient availability of more than 20% under the ABL Facility on the Trigger Date, the ABL Facility will terminate on the Trigger Date. The ABL Facility includes a $50 million sublimit for letters of credit issuance and $35 million sublimit for swingline borrowings. Additionally, subject to certain conditions, including obtaining additional commitments, the ABL Facility may be increased by an amount not to exceed $50 million. On December 7, 2021, the Company entered into Amendment No. 2 (the “ABL Amendment No. 2”) to the Credit Agreement. ABL Amendment No. 2, among other things, (i) revises the applicable margin to 4.25% for LIBOR rate advances, (ii) provides that at all times beginning on the effective date of the ABL Amendment No. 2 and ending on the date Citibank shall have received and approved the borrowing base certificate for the calendar month ending December 31, 2021, the borrowing base shall not exceed the lesser of (a) the borrowing base calculated as set forth in the borrowing base certificate for the calendar month ending December 31, 2021 and (b) $108,500,000, (iii) establishes an interest reserve account for certain payments due under the Term Loan Credit Agreement, (iv) provides that after giving effect to any borrowing and any disbursements to be made by the Company with the proceeds of such borrowing, within one business day of such borrowing, the Company and its U.S. subsidiaries may not have more than $5 million cash on hand, (v) provides for weekly variance testing to be delivered to Citibank, (vi) requires the Company to have used all of the proceeds borrowed under the Subordinated Term Loan Credit Agreement prior to borrowing under the Credit Agreement, and (vii) increases the amount of subordinated debt available to be incurred by the Company to account for (a) the additional $27.5 million borrowed under the Subordinated Term Loan Credit Agreement, (b) any additional amount borrowed under the Subordinated Term Loan Credit Agreement not to exceed $75 million in the aggregate, and (c) the payment of interest in the form of payment-in-kind interest with respect to the Initial Term Loans (as defined in the Subordinated Term Loan Credit Agreement). Our obligations under the ABL Facility are guaranteed by certain of our direct and indirect subsidiaries, as set forth in the ABL Facility agreement. The ABL Facility is secured on a first priority basis by, among other things, our accounts receivable, deposit accounts, securities accounts and inventory, including those of our direct and indirect subsidiary guarantors, and on a second priority basis by substantially all other assets of our direct and indirect subsidiary guarantors. Borrowing availability under the ABL Facility is based on a percentage of the value of accounts receivable and inventory, reduced for certain reserves. Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, at our option, an annual rate of either a base rate (“Base Rate”) or a LIBOR rate, plus an applicable margin. The Base Rate is defined as a fluctuating interest rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii) Citibank’s prime rate, and (iii) the one-month LIBOR rate plus 1.00%. The applicable margin for LIBOR borrowings is 4.25% and for Base Rate borrowings is 3.25%. The all-in Base Rate floor is 1.75% and for LIBOR rate borrowings, the LIBOR rate, exclusive of spread, has a 0.75% LIBOR rate floor. Interest is payable either (i) monthly for Base Rate borrowings or (ii) the last day of the interest period for LIBOR rate borrowings, as set forth in the ABL Facility agreement. The fee for undrawn amounts ranges from 0.375% to 0.5%, depending on usage and is due quarterly. The ABL Facility contains customary conditions to borrowings, events of default and covenants, including, but not limited to, covenants that restrict our ability to sell assets, makes changes to the nature of our business, engage in mergers and acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distribution or redeem or repurchase capital stock. In the event that our excess availability is less than the greater of (i) $15.0 million and (ii) 10.00% of the lesser of (1) the current borrowing base and (2) the commitments under the ABL Facility then in effect, a consolidated fixed charge coverage ratio of at least 1.00 to 1.00 must be maintained. Upon the occurrence of certain events of default, an additional 2.0% interest maybe required on the outstanding loans under the ABL Facility. At December 31, 2021, we had $65.3 million of cash on hand, of which, $4.1 million was restricted for interest due on the Term Loan and about $4.0 million of cash is located in countries where currency restrictions exist. We had approximately $4.2 million of available borrowing capacity under the ABL Facility. Direct and incremental costs associated with the issuance of the ABL Facility were approximately $4.8 million and were capitalized as debt issuance costs. These costs are being amortized on a straight-line basis over the term of the ABL Facility. On February 11, 2022, we entered into the ABL Credit Agreement. Available funding commitments to us under the ABL Credit Agreement, subject to certain conditions, include the Revolving Credit Loans in an amount of up to $130.0 million, with a $35.0 million sublimit for swingline borrowings and a $26.0 million sublimit for issuances of letters of credit, and incremental Delayed Draw Term Loans of up to $35.0 million to be provided by Corre. The ABL Credit Facility matures and all outstanding amounts become due and payable on February 11, 2025, however, the ABL Credit Facility is subject to the Trigger Date as noted above. The proceeds of the loans under the ABL Credit Facility were used to, among other things, pay off the amounts owed under the Credit Agreement, which was repaid and terminated in full on February 11, 2022. Our obligations under the ABL Credit Agreement are guaranteed by certain of our direct and indirect subsidiaries (other than certain excluded subsidiaries) (the “ABL Guarantors” and, together with the Company, the “ABL Loan Parties”). Our obligations under the ABL Credit Facility are secured on a first priority basis by, among other things, accounts receivable, deposit accounts, securities accounts and inventory of the ABL Loan Parties and are secured on a second priority basis by substantially all of the other assets of the ABL Loan Parties. Availability under the revolving credit line under ABL Credit Facility is based on the percentage of the value of accounts receivable and inventory, as reduced by certain reserves. Revolving Credit Loans under the ABL Credit Facility bear interest through maturity at a variable rate based upon an annual rate of a LIBOR Rate (or a Base Rate (as defined below) if the LIBOR Rate is unavailable for any reason), plus an applicable margin (“LIBOR Rate Loan” and “Base Rate Loan”, respectively). The “Base Rate” is defined as a fluctuating interest rate equal to the greatest of (1) the federal funds rate plus 0.50%, (2) Wells Fargo Bank, National Association’s prime rate, and (3) the one-month LIBOR Rate. The “applicable margin” is defined as a rate of 3.15%, 3.40% or 3.65% for Base Rate Loans with a 2.00% Base Rate floor and a rate of 4.15%, 4.40% or 4.65% for LIBOR Rate Loans with a 1.00% LIBOR floor, in each case depending on the amount of EBITDA as of the most recent measurement period, as reported in a monthly compliance certificate. The Delayed Draw Term Loans shall bear interest through maturity at a rate of the LIBOR Rate plus 10.0%, with a 1.00% LIBOR floor. The fee for undrawn revolving amounts is 0.50% and the fee for undrawn Delayed Draw Term Loan amounts is 3.00%. Interest under the ABL Credit Facility is payable monthly. The Company will also be required to pay customary letter of credit fees, as necessary. The Company may make voluntary prepayments of the loans under the ABL Credit Facility from time to time, subject, in the case of the Delayed Draw Term Loans, to certain conditions. Mandatory prepayments are also required in certain circumstances, including with respect to the Delayed Draw Term Loan, if the ratio of aggregate value of the collateral under the ABL Credit Facility to the sum of the delayed draw term loans plus revolving facility usage outstanding is less than 130%. Amounts repaid may be re-borrowed, subject to compliance with the borrowing base and the other conditions set forth in the ABL Credit Agreement, subject, in the case of the Delayed Draw Term Loan s to a maximum of four such borrowings in any 12-month period. Certain permanent repayments of the ABL Credit Facility loans are subject to the payment of a premium of 2.00% during the first year of the facility, 1.00% during the second year of the facility, and 0.50% in the last year of the facility. The ABL Credit Agreement contains customary conditions to borrowings and covenants, including covenants that restrict our ability to sell assets, make changes to the nature of our business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of certain debt. The ABL Credit Agreement also requires that we will not exceed $20.0 million in unfinanced capital expenditures in any calendar year; provided that this requirement will not apply if we maintain a net leverage ratio of less than or equal to 4.00 to 1.00 as of the end of the second and fourth fiscal quarter of each calendar year. In addition, the ABL Credit Agreement includes customary events of default, the occurrence of which may require that we pay an additional 2.0% interest on the outstanding loans under the ABL Credit Agreement. Atlantic Park Term Loan On December 18, 2020, we also entered that certain Term Loan Credit Agreement (the “Term Loan Credit Agreement”) with Atlantic Park Strategic Capital Fund, L.P., as agent (“APSC”), pursuant to which we borrowed a $250.0 million term loan (the “Term Loan”). The Term Loan was issued with a 3% original issuance discount (“OID”), such that total proceeds received were $242.5 million. The Term Loan matures, and all outstanding amounts become due and payable on December 18, 2026. However, certain conditions could result in an earlier maturity, including if the Notes have an aggregate principal amount outstanding of $10 million or more on the Trigger Date, in which case the Term Loan will terminate on the Trigger Date. As set forth in the Term Loan Credit Agreement, the Term Loan is secured by substantially all assets, other than those secured on a first lien basis by the ABL Facility, and we may increase the Term Loan by an amount not to exceed $100 million. The Term Loan bears an interest through maturity at a variable rate based upon, at our option, an annual rate of either a Base rate or a LIBOR rate, plus an applicable margin. The Base rate is defined as a fluctuating interest rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii), the prime rate as specified in the Term Loan Credit Agreement, and (iii) one-month LIBOR rate plus 1.00%. The applicable margin is defined as a rate of 6.50% for Base rate borrowings with a 2.00% Base rate floor and 7.50% for LIBOR rate borrowings with a 1.00% LIBOR rate floor. Interest is payable either (i) monthly for Base rate borrowings or (ii) the last day of the interest period for LIBOR rate borrowings, as set forth in the Term Loan Credit Agreement. The loans under the Term Loan were issued with an original issue discount of 3.00%, and are, in whole or in part, prepayable any time and from time to time, at a prepayment premium (including a make whole during the first two years) specified in the Term Loan Credit Agreement (subject to certain exceptions), plus accrued and unpaid interest. The effective interest rate on the Term Loan at December 31, 2021 was 20.90%. The Term Loan contains customary payment penalties, events of default and covenants, including but not limited to, covenants that restrict our ability to sell assets, make changes to the nature of our business, engage in mergers or acquisitions, incur additional indebtedness and guarantees, pay dividends, issue equity instruments and make distributions or redeem or repurchase capital stock. On October 19, 2021, we entered into Amendment No. 1 (the “First Amendment”) to the Term Loan Credit Agreement with the financial institutions party thereto from time to time (the “Lenders”) and APSC, as agent. The First Amendment, among other things, (i) deferred an October 19, 2021 interest payment until October 29, 2021; (ii) required that the Company use commercially reasonable efforts to appoint an additional independent director to our Board of Directors who is acceptable to the agent; (iii) provided the Lenders with additional information rights; and (iv) tightened certain negative covenants included in the Term Loan Credit Agreement until the deferred interest is made current. On October 29, 2021, we entered into Amendment No. 2 (the “Second Amendment”) to the Term Loan Credit Agreement with the Lenders and ASPC, as agent. The Second Amendment, among other things, (i) further deferred an October 29, 2021 interest payment until November 15, 2021; (ii) contained certain milestones; (iii) provided the Lenders with a ten-day right of first refusal regarding any refinancing of the Company’s obligations under the ABL Facility; (iv) obligated the Company to establish, pursuant to a charter to be adopted by the our Board of Directors and reasonably acceptable to the Agent, a special committee that shall have exclusive responsibility and authority to make recommendations to our Board of Directors regarding certain transactions; and (v) provided that the Company will not permit a covenant trigger event under the ABL Facility to occur. On November 8, 2021, we entered into Amendment No.3 (the “Third Amendment”) to the Term Loan Credit Agreement. The Third Amendment, among other things, (i) waived certain covenants until September 30, 2022 and modifies covenants thereafter to provide us with more flexibility and (ii) required us to seek shareholder approval (or an exception therefrom) to issue additional warrants to APSC, providing for the purchase of an aggregate of 1,417,051 shares of our common stock (the “APSC Warrants”), and to amend the warrants issued in December 2020 to APSC to purchase up to 3,582,949 shares of our common stock, which was initially exercisable at the holder’s option at any time, in whole or in part, until June 14, 2028, at an exercise price of $7.75 per share (the “Existing Warrant”), to provide for, an exercise price of $1.50 per share. The Third Amendment also reduced the amount of principal outstanding on the Notes on the Trigger Date from $50 million to $10 million. On December 2, 2021, and December 7, 2021, respectively, we entered into Amendment No. 4 (the “Fourth Amendment”) to the Term Loan Credit Agreement and Amendment No. 5 (the “Fifth Amendment”) to the Term Loan Credit Agreement, respectively. The Fourth Amendment extended the date upon which the Company must issue the APSC Warrants to December 7, 2021, and the Fifth Amendment extended the date upon which the Company must issue the APSC Warrants to December 8, 2021. The business purpose of these amendments was to further extend the Company’s liquidity runway while asset based lending field audit exams were completed in connection with the refinancing transactions completed on February 11, 2022. On February 11, 2022, we entered into Amendment No. 6 (the “Sixth Amendment”) to the Term Loan Credit Agreement. The Sixth Amendment, among other things and subject to the terms thereof, (i) permits the entry into the ABL Credit Agreement, (ii) permits certain interest payments due under the Term Loan Credit Agreement to be paid in kind, (iii) permits certain asset sales and requires certain related mandatory prepayments, subject to an applicable prepayment premium, and (iv) amends the financial covenants, such that the maximum net leverage ratio of 7.00 to 1.00 will not be tested until the fiscal quarter ending March 31, 2023, and the Company is not permitted to exceed $20.0 million in unfinanced capital expenditures in any calendar year; provided, that this unfinanced capital expenditures requirement will not apply if the Company maintains a net leverage ratio of less than or equal to 4.00 to 1.00 as of the end of the second and fourth fiscal quarter of each calendar year. Subordinated Term Loan Credit Agreement On November 9, 2021, we entered into a credit agreement (the “Subordinated Term Loan Credit Agreement”) with Corre Credit Fund, LLC (“Corre Fund”), as agent, and the lenders party thereto providing for an unsecured $50.0 million delayed draw subordinated term loan facility (the “Subordinated Term Loan”). Pursuant to the Subordinated Term Loan Credit Agreement, we borrowed $22.5 million on November 9, 2021, and an additional $27.5 million on December 8, 2021. The Subordinated Term Loan matures, and all outstanding amounts become due and payable, on the earlier of December 31, 2026 and the date that is two weeks later than the maturity or full repayment of the Term Loan. The stated interest rate on the Subordinated Term Loan is 12%. Under the Subordinated Term Loan Credit Agreement, we are required to, among other things, (i) subject to certain conditions, issue the lenders Corre Warrants (described below), (ii) amend our charter, bylaws, and all other necessary corporate governance documents to reduce the size of our Board of Directors to seven directors, one of whom will include our Chief Executive Officer, and (iii) reconstitute our Board of Directors. The Subordinated Term Loan Credit Agreement also contains other customary prepayment provisions, events of default and covenants. On November 30, 2021, we entered into Amendment No. 1 (the “Corre Amendment 1”) to the Subordinated Term Loan Credit Agreement. The Corre Amendment 1 (i) extended the payment date for interest in the form of payment-in-kind interest (“PIK Interest”)with respect to the Initial Term Loans (as defined in the Subordinated Term Loan Credit Agreement), , (ii) extended the date upon which the Company must deliver a fully executed ABL Consent (as defined in the Subordinated Term Loan Credit Agreement) to, in each case, 11:59 P.M. on December 6, 2021 and (iii) extended the date upon which we must issue the Corre Warrants to 11:59 P.M. on December 7, 2021. On December 6, 2021, we entered into Amendment No. 2 (the “Corre Amendment 2”) to the Subordinated Term Loan Credit Agreement. The Corre Amendment 2 (i) extended the payment date in the form of PIK Interest with respect to the Initial Term Loans, and (ii) extended the date upon which we must deliver a fully executed ABL Consent to, in each case, 11:59 P.M. on December 7, 2021. On December 7, 2021, we entered into Amendment No. 3 (the “Corre Amendment 3”) to the Subordinated Term Loan Credit Agreement. The Corre Amendment 3, among other things, (i) extended the payment date for interest in the form of PIK Interest with respect to the Initial Term Loans, (ii) extended the date upon which we must deliver a fully executed ABL Consent and (iii) extended the date upon which we must issue the Corre Warrants to, in each case, 11:59 P.M. on December 8, 2021. The business purpose of the Corre Amendments was to further extend the liquidity runway of the Company and support ongoing negotiations of the financing transactions completed on February 11, 2022. On December 8, 2021, we entered into Amendment No. 4 (the “Corre Amendment 4”) to the Subordinated Term Loan Credit Agreement. The Corre Amendment 4 appointed Cantor Fitzgerald Securities as successor Agent. In connection with the transactions contemplated by the ABL Credit Agreement on February 11, 2022, Corre, agreed to provide the Company with the Incremental Financing, totaling approximately $55.0 million, consisting of (i) $35.0 million Delayed Draw Term Loans under the ABL Credit Facility; (ii) $10.0 million from Corre in the form of the February 2022 Delayed Draw Term Loan (as defined in the Subordinated Term Loan Credit Agreement) on a pari passu basis with the existing loans issued pursuant to the Subordinated Term Loan Credit Agreement; and (iii) $10.0 million through an issuance the PIPE Shares to the Corre Holders at a price of $0.84 per share. On February 11, 2022, we entered into Amendment No. 5 (the “Corre Amendment 5”) to the Subordinated Term Loan Credit Agreement with the lenders from time to time party thereto (including Corre), and Cantor Fitzgerald Securities, as agent. The Corre Amendment 5, among other things, (i) provides for an additional commitment of $10.0 million in subordinated delayed draw term loans to be available for borrowing by the Company until July 1, 2022, (ii) permits the entry into the ABL Credit Facility, (iii) permits certain asset sales and requires certain related mandatory prepayments, subject to an applicable prepayment premium, and (iv) amends the financial covenants, such that the maximum net leverage ratio of 7.00 to 1.00 will not be tested until the fiscal quarter ending March 31, 2023, and the Company is not permitted to exceed $20.0 million in unfinanced capital expenditures in any calendar year; provided, that this unfinanced capital expenditures requirement will not apply if the Company maintains a net leverage ratio of less than or equal to 4.00 to 1.00 as of the end of the second and fourth fiscal quarter of each calendar year. Our ability to maintain compliance with the financial covenants contained in the ABL Credit Agreement, the Term Loan Credit Agreement and the Subordinated Term Loan Credit Agreement is dependent upon our future operating performance and future financial condition, both of which are subject to various risks and uncertainties. The effects of the COVID-19 pandemic and the resulting economic repercussions could have a significant adverse effect on our financial position and business condition, as well as our clients and suppliers. Additionally, these events may, among other factors, impact our ability to generate cash flows from operations, access the capital markets on acceptable terms or at all, and affect our future need or ability to borrow under our ABL Credit Facility. In addition to our current sources of funding our business, the effects of such events may impact our liquidity or our need to revise our allocation or sources of capital, implement further cost reduction measures and/or change our business strategy. Although the COVID-19 pandemic and resulting economic repercussions could have a broad range of effects on our liquidity sources, the effects will depend on future developments and cannot be predicted at this time. In order to secure our casualty insurance programs, we are required to post letters of credit generally issued by a bank as collateral. A letter of credit commits the issuer to remit specified amounts to the holder, if the holder demonstrates that we failed to meet our obligations under the letter of credit. If this were to occur, we would be obligated to reimburse the issuer for any payments the issuer was required to remit to the holder of the letter of credit. We were contingently liable for outstanding stand-by letters of credit totaling $23.5 million at December 31, 2021 and $19.5 million at December 31, 2020. Outstanding letters of credit reduced amounts available under our ABL Facility and are considered as having been funded for purposes of calculating our financial covenants. Warrants On December 18, 2020, in connection with the execution of the Term Loan, we issued to APSC the Existing Warrant. In connection with execution of the Subordinated Term Loan Credit Agreement and Third Amendment, on November 9, 2021, we entered into an Amended and Restated Common Stock Purchase Warrant (the “A&R Warrant”) with APSC Holdco II, L.P. (“APSC Holdco”) pursuant to which the Existing Warrant was amended and restated to provide for the purchase of up to 4,082,949 shares of Company common stock (which includes 500,000 of the shares of common stock issuable pursuant to the APSC Warrant) and to reduce the exercise price to $1.50 per share. In connection with execution of the Subordinated Term Loan Credit Agreement and the amendments to the Term Loan Credit Agreement, on December 8, 2021 we entered into the Second Amended and Restated Common Stock Purchase Warrant No. 1 (the “Second A&R Warrant”) with APSC Holdco, pursuant to which the A&R Warrant was amended and restated to provide for the purchase of up to 5,000,000 shares of our common stock (including 4,082,949 shares of Common Stock issuable pursuant to the A&R Warrant) exercisable at the holder’s option at any time, in whole or in part, until December 8, 2028, at an exercise price of $1.50 per share, and (ii) entered into the Common Stock Purchase Warrants (together with the Second A&R Warrant, the “Warrants”) with each of Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon Fund II, LP providing for the purchase of an aggregate of 5,000,000 shares of our common stock, exercisable at such holder’s option at any time, in whole or in part, until December 8, 2028, at an exercise price of $1.50 per share. The exercise price and the number of shares of our common stock issuable on exercise of the Warrants are subject to certain antidilution adjustments, including for stock dividends, stock splits, reclassifications, noncash distributions, cash dividends, certain equity issuances and business combination transactions. In connection with the Subscription Agreement discussed below, on February 11, 2022, the Company, the Corre Holders and APSC Holdco entered into those certain Team, Inc. Waivers of Anti-Dilution Adjustments and Cash Transaction Exercise (collectively, the “Warrant Waivers”) with respect to each of the Warrants. Pursuant to the Warrant Waivers, the Corre Holders and APSC Holdco agreed with respect to such holders’ Warrant, subject to certain terms and conditions set forth therein (and for only so long as the applicable provisions remain in effect), among other things, (i) to irrevocably waive certain anti-dilution adjustments set forth in such Warrant in connection with the Proposed Equity Financing (as defined in the Warrant Waivers); (ii) to not exercise such Warrant, in whole or in part, if the Company determines that such exercise will cause an ownership change within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (assuming, among other things, that the ownership change threshold is 47% rather than 50%); and (iii) to only exercise such Warrant in a “cashless” or “net-issue” exercise. Subscription Agreement In connection with the Incremental Financing and Equity Issuance, on February 11, 2022, we entered into a common stock subscription agreement (the “Subscription Agreement”) with the Corre Holders, pursuant to which the Company issued and sold the PIPE Shares to the Corre Holders on February 11, 2022. Pursuant to the Subscription Agreement, subject to certain exceptions, each of the Corre Holders has agreed not to sell its portion of the PIPE Shares until the earliest to occur of (i) the date that is 180 days from the date of the Subscription Agreement, and (ii) such date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, without consent of the Company. Pursuant to and subject to the terms and conditions of the Subscription Agreement, our Board of Directors is required to create a vacancy for one qualified nominee of the Corre Holders to the Board, who shall be designated by the Corre Holders and qualify as an independent director (a “Board Nominee”), and the Board is required to appoint such initial Board Nominee as a Class II director within seven Convertible Debt Description of the Notes On July 31, 2017, we issued $230.0 million principal amount of senior unsecured 5.00% Convertible Senior Notes due 2023 in a private offering to qualified institutional buyers (as defined in the Securities Act of 1933) pursuant to Rule 144A under the Securities Act (the “Offering”). As discussed above, in December 2020, we retired $136.9 million par value of our Notes, and as of December 31, 2020, the principal amount of Notes outstanding was $93.1 million. The Notes bear interest at rate of 5.0% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2018. The Notes mature on August 1, 2023 unless repurchased, redeemed or converted in accordance with their terms prior to such date. The Notes are convertible at an initial conversion rate of 46.0829 shares of our common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $21.70 per share, which represents a conversion premium of 40% to the last reported sale price of $15.50 per share on the NYSE on July 25, 2017, the date the pricing of the Notes was completed. The conversion rate, and thus the conversion price, may be adjusted under certain circumstances as described in the indenture governing the Notes. Holders may convert their Notes at their option prior to the close of business on the business day immediately preceding May 1, 2023, but only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2017 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five • if we call any or all of the Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; or; • upon the occurrence of specified corporate events described in the indenture governing the Notes. On or after May 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may, at their option, convert their Note |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LEASES We adopted ASC 842 effective January 1, 2019 and elected the modified retrospective transition method. We determine if an arrangement is a lease at inception. Operating leases are included in “Operating lease right-of-use (‘ROU’) assets”, “operating lease liabilities” and “current portion of operating lease obligations” on our consolidated balance sheets. Finance leases are included in “property, plant and equipment, net”, “current portion of long-term debt and finance lease obligations” and “long-term debt and finance lease obligations” on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments and short-term lease payments (leases with initial terms less than twelve months) are expensed as incurred. We have lease agreements with lease and non-lease components for certain equipment, office, and vehicle leases. We have elected the practical expedient to not separate lease and non-lease components and account for both as a single lease component. We have operating and finance leases primarily for equipment, real estate, and vehicles. Our leases have remaining lease terms of 1 year to 14 years, some of which may include options to extend the leases for up to 10 years, and some of which may include options to terminate the leases within 1 year. The components of lease expense are as follows (in thousands): Twelve Months Ended Twelve Months Ended December 31, 2020 Operating lease costs $ 27,773 $ 26,431 Variable lease costs 5,546 5,440 Finance lease costs: Amortization of right-of-use assets 666 441 Interest on lease liabilities 344 320 Total lease cost $ 34,329 $ 32,632 Other information related to leases are as follows (in thousands): Twelve Months Ended Twelve Months Ended December 31, 2020 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 17,887 $ 20,883 Operating cash flows from finance leases 346 327 Financing cash flows from finance leases 517 278 Right-of-use assets obtained in exchange for lease obligations Operating leases 8,106 4,624 Finance leases 1,016 60 Amounts recognized in the condensed consolidated balance sheet are as follows (in thousands): December 31, 2021 December 31, 2020 Operating Leases: Operating lease right-of-use assets $ 60,700 $ 63,869 Current portion of operating lease obligations 16,176 17,375 Operating lease obligations (non-current) 49,221 52,207 Finance Leases: Property, plant and equipment, net $ 5,123 $ 4,779 Current portion of long-term debt and finance lease obligations 669 337 Long-term debt and finance lease obligations 4,980 4,816 Weighted average remaining lease term Operating leases 6 years 6 years Finance leases 10 years 12 years Weighted average discount rate Operating leases 6.8 % 6.7 % Finance lease 6.4 % 6.2 % As of December 31, 2021, we have no material additional operating and finance leases that have not yet commenced. As of December 31, 2021, future minimum lease payments under non-cancellable (excluding short-term leases) are as follows (in thousands): Twelve Months Ended December 31, Operating Leases Finance Lease 2022 $ 19,348 $ 982 2023 15,193 893 2024 11,967 732 2025 8,668 569 2026 6,874 555 Thereafter 18,423 4,003 Total future minimum lease payments 80,473 7,734 Less: Interest 15,076 2,085 Present value of lease liabilities $ 65,397 $ 5,649 Total rent expense resulting from operating leases, including short-term leases, for the years ended December 31, 2021, 2020 and 2019 were $39.4 million, $38.8 million and $43.0 million, respectively. |
Leases | LEASES We adopted ASC 842 effective January 1, 2019 and elected the modified retrospective transition method. We determine if an arrangement is a lease at inception. Operating leases are included in “Operating lease right-of-use (‘ROU’) assets”, “operating lease liabilities” and “current portion of operating lease obligations” on our consolidated balance sheets. Finance leases are included in “property, plant and equipment, net”, “current portion of long-term debt and finance lease obligations” and “long-term debt and finance lease obligations” on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments and short-term lease payments (leases with initial terms less than twelve months) are expensed as incurred. We have lease agreements with lease and non-lease components for certain equipment, office, and vehicle leases. We have elected the practical expedient to not separate lease and non-lease components and account for both as a single lease component. We have operating and finance leases primarily for equipment, real estate, and vehicles. Our leases have remaining lease terms of 1 year to 14 years, some of which may include options to extend the leases for up to 10 years, and some of which may include options to terminate the leases within 1 year. The components of lease expense are as follows (in thousands): Twelve Months Ended Twelve Months Ended December 31, 2020 Operating lease costs $ 27,773 $ 26,431 Variable lease costs 5,546 5,440 Finance lease costs: Amortization of right-of-use assets 666 441 Interest on lease liabilities 344 320 Total lease cost $ 34,329 $ 32,632 Other information related to leases are as follows (in thousands): Twelve Months Ended Twelve Months Ended December 31, 2020 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 17,887 $ 20,883 Operating cash flows from finance leases 346 327 Financing cash flows from finance leases 517 278 Right-of-use assets obtained in exchange for lease obligations Operating leases 8,106 4,624 Finance leases 1,016 60 Amounts recognized in the condensed consolidated balance sheet are as follows (in thousands): December 31, 2021 December 31, 2020 Operating Leases: Operating lease right-of-use assets $ 60,700 $ 63,869 Current portion of operating lease obligations 16,176 17,375 Operating lease obligations (non-current) 49,221 52,207 Finance Leases: Property, plant and equipment, net $ 5,123 $ 4,779 Current portion of long-term debt and finance lease obligations 669 337 Long-term debt and finance lease obligations 4,980 4,816 Weighted average remaining lease term Operating leases 6 years 6 years Finance leases 10 years 12 years Weighted average discount rate Operating leases 6.8 % 6.7 % Finance lease 6.4 % 6.2 % As of December 31, 2021, we have no material additional operating and finance leases that have not yet commenced. As of December 31, 2021, future minimum lease payments under non-cancellable (excluding short-term leases) are as follows (in thousands): Twelve Months Ended December 31, Operating Leases Finance Lease 2022 $ 19,348 $ 982 2023 15,193 893 2024 11,967 732 2025 8,668 569 2026 6,874 555 Thereafter 18,423 4,003 Total future minimum lease payments 80,473 7,734 Less: Interest 15,076 2,085 Present value of lease liabilities $ 65,397 $ 5,649 Total rent expense resulting from operating leases, including short-term leases, for the years ended December 31, 2021, 2020 and 2019 were $39.4 million, $38.8 million and $43.0 million, respectively. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors (the “Board”) may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. At December 31, 2021, there were approximately 1.7 million restricted stock units, performance awards and stock options outstanding to officers, directors and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans are generally determined by the Compensation Committee of our Board at the time of grant and may vary. In May 2021, our shareholders approved the amendment and restatement to the 2018 Team, Inc. Equity Incentive Plan (the “2018 Plan”). The 2018 Plan replaced the 2016 Team, Inc. Equity Incentive Plan. The amendment and restatement to the 2018 Plan increased the shares available for issuance by 3.0 million shares of Common Stock. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock. Compensation expense related to share-based compensation totaled $7.0 million, $6.3 million and $10.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Share-based compensation expense reflects an estimate of expected forfeitures. At December 31, 2021, $7.3 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 1.6 years. The recognized income tax benefit totaled $0.7 million, $0.4 million and $2.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over three Transactions involving our stock units and director stock grants for the twelve months ended December 31, 2021 are summarized below: Twelve Months Ended No. of Stock Weighted (in thousands) Stock and stock units, beginning of year 854 $ 12.55 Changes during the year: Granted 464 $ 2.78 Vested and settled (414) $ 11.97 Cancelled (100) $ 12.17 Stock and stock units, end of year 804 $ 7.27 The weighted-average grant date fair value related to stock units and director stock grants during the years ended December 31, 2020 and 2019 was $12.55 and $17.35, respectively. The intrinsic value of stock units and director stock grants vested during the years ended December 31, 2021, 2020 and 2019 was $1.2 million, $2.3 million and $5.7 million, respectively. We have a performance stock unit award program whereby we grant Long-Term Performance Stock Unit (“LTPSU”) awards to our executive officers. Under this program, we communicate “target awards” to the executive officers during the first year of a performance period. LTPSU awards cliff vest with the achievement of the performance goals and completion of the required service period. Settlement occurs with common stock as soon as practicable following the vesting date. LTPSU awards granted in 2019 (the “2019 Awards”), in 2020 (the “2020 Awards”) and in 2021 (the “2021 Awards”) are subject to a two-year performance period and a concurrent two-year service period. For the LTPSU awards, the performance goal is separated into two independent performance factors based on (i) relative shareholder return (“RTSR”) as measured against a designated peer group and (ii) results of operations over the two-year performance period, with possible payouts ranging from 0% to 200% of the target awards for each of the two performance factors. The 2019 Awards vested as of March 15, 2021 at the RTSR performance target level of 25% and the results of operations performance metric at 0% of the target level. The RTSR and the stock price milestone factors are considered to be market conditions under GAAP. For performance units subject to market conditions, we determine the fair value of the performance units based on the results of a Monte Carlo simulation, which uses market-based inputs as of the date of grant to simulate future stock returns. Compensation expense for awards with market conditions is recognized on a straight-line basis over the longer of (i) the minimum required service period and (ii) the service period derived from the Monte Carlo simulation, separately for each vesting tranche. For performance units subject to market conditions, because the expected outcome is incorporated into the grant date fair value through the Monte Carlo simulation, compensation expense is not subsequently adjusted for changes in the expected or actual performance outcome. For performance units not subject to market conditions, we determine the fair value of each performance unit based on the market price of our common stock on the date of grant. For these awards, we recognize compensation expense over the vesting term on a straight-line basis based upon the performance target that is probable of being met, subject to adjustment for changes in the expected or actual performance outcome. Compensation expense related to performance awards totaled $2.6 million, $1.7 million and $4.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Transactions involving our performance awards during the twelve months ended December 31, 2021 are summarized below: Twelve Months Ended Performance Units Subject to Market Conditions Performance Units Not Subject to Market Conditions No. of Stock Units 1 Weighted No. of Stock Units 1 Weighted (in thousands) (in thousands) Performance stock units, beginning of period 554 $ 13.69 274 $ 12.55 Changes during the period: Granted 575 $ 6.70 109 $ 11.69 Vested and settled (28) $ 25.24 — $ — Cancelled (417) $ 14.68 (164) $ 15.50 Performance stock units, end of period 684 $ 6.30 219 $ 9.91 __________________________ 1 Performance units with variable payouts are shown at target level of performance. The weighted-average grant date fair value related to performance stock units during the year ended December 31, 2020 was $13.31 and during the year ended December 31, 2019 was $16.66. The intrinsic value of performance stock unit awards vested during the years ended December 31, 2021, 2020 and 2019 were $0.3 million, $1.3 million and $1.0 million, respectively. We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. There was no compensation expense related to stock options for the years ended December 31, 2021, 2020 and 2019. Our options typically vest in equal annual installments over a four-year service period. Expense related to an option grant is recognized on a straight-line basis over the specified vesting period for those options. Stock options generally have a ten-year term. Transactions involving our stock options for the twelve months ended December 31, 2021 are summarized below: Twelve Months Ended No. of Weighted (in thousands) Shares under option, beginning of year 19 $ 36.90 Changes during the year: Exercised — $ — Cancelled — $ — Expired (2) $ 32.69 Shares under option, end of year 17 $ 37.27 Exercisable at end of year 17 $ 37.27 No stock options were granted during the years ended December 31, 2021, 2020 and 2019. Options exercisable at December 31, 2021 had a weighted-average remaining contractual life of 1.6 years, and exercise prices ranging from $32.05 to $50.47. The intrinsic value of stock option awards exercised was insignificant for the years ended December 31, 2021, 2020 and 2019. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined contribution plan. Under the Team, Inc. Salary Deferral Plan (the “Plan”), contributions are made to the Plan by qualified employees at their election and our matching contributions to the Plan are made at specified rates. We did not incur any contribution expense in 2021 as forfeitures were used for the company match. Our contributions for the plan years ended December 31, 2020 and 2019 were approximately $2.1 million and $9.8 million, respectively. The decrease from 2019 to 2020 was due to the suspension of our matching contribution as of March 2020 due to the COVID-19 pandemic. Defined benefit plans. In connection with our acquisition of Furmanite, we assumed liabilities associated with the defined benefit pension plans of two foreign subsidiaries, one plan covering certain United Kingdom employees (the “U.K. Plan”) and the other covering certain Norwegian employees (the “Norwegian Plan”). In connection with the sale of our Norwegian operations in 2018, all assets and liabilities associated with the Norwegian Plan were transferred to the buyer. Benefits for the U.K. Plan are based on the average of the employee’s salary for the last three years of employment. The U.K. Plan has had no new participants added since the plan was frozen in 1994 and accruals for future benefits ceased in connection with a plan curtailment in 2013. Plan assets are primarily invested in unitized pension funds managed by U.K. registered fund managers. The most recent valuation of the U.K. Plan was performed as of December 31, 2021. Estimated defined benefit pension plan contributions for 2022 are expected to be approximately $4.1 million. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. The discount rate assumption used to determine end of year benefit obligations was 2.0% as of December 31, 2021. These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined appropriate based on reference to yields. The expected return on plan assets of 2.8% for 2022 is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense. Net pension cost (credit) included the following components (in thousands): Twelve Months Ended 2021 2020 2019 Service cost $ — $ — $ — Interest cost 1,282 1,764 2,323 Settlement cost 70 257 221 Expected return on plan assets (2,006) (2,309) (2,378) Amortization of prior service cost 32 32 32 Amortization of net actuarial (gain) loss — — — Net pension cost (credit) $ (622) $ (256) $ 198 The weighted-average assumptions used to determine benefit obligations at December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Discount rate 2.0 % 1.3 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.3 % 2.9 % ______________ 1 Not applicable due to plan curtailment. The weighted-average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31, 2021 and 2020 are as follows: Twelve Months Ended 2021 2020 Discount rate 1.3 % 2.0 % Expected long-term return on plan assets 2.1 % 2.9 % Rate of compensation increase 1 Not applicable Not applicable Inflation 2.9 % 3.0 % _______________ 1 Not applicable due to plan curtailment. The plan actuary determines the expected return on plan assets based on a combination of expected yields on equity securities and corporate bonds and considering historical returns. The expected long-term rate of return on invested assets for 2021 is determined based on the weighted average of expected returns on asset investment categories as follows: 2.8% overall, 4.9% for equities and 2.1% fo r debt securities. The following table sets forth the changes in the benefit obligation and plan assets for the years ended December 31, 2021 and 2020 (in thousands): Twelve Months Ended December 31, 2021 2020 Projected benefit obligation: Beginning of year $ 100,244 $ 92,407 Service cost — — Interest cost 1,282 1,764 Actuarial (gain) loss (4,237) 8,717 Benefits paid (5,137) (6,288) Prior service cost — — Disposal of Norwegian Plan — — Foreign currency translation adjustment and other (890) 3,644 End of year 91,262 100,244 Fair value of plan assets: Beginning of year 94,962 83,086 Actual gain (loss) on plan assets 1,195 10,854 Employer contributions 4,118 3,851 Benefits paid (5,137) (6,288) Foreign currency translation adjustment and other (974) 3,459 End of year 94,164 94,962 Excess projected obligation under (over) fair value of plan assets at end of year $ 2,902 $ (5,282) Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ (4,624) $ (7,347) Prior service cost (601) (674) Total $ (5,225) $ (8,021) The accumulated benefit obligation for the U.K. Plan was $91.3 million and $100.2 million at December 31, 2021 and 2020, respectively. At December 31, 2021, expected future benefit payments are as follows for the years ended December 31, (in thousands): 2022 $ 4,086 2023 4,177 2024 4,073 2025 4,256 2026 4,198 2027-2031 21,680 Total $ 42,470 The following tables summarize the plan assets of the U.K. Plan measured at fair value on a recurring basis (at least annually) as of December 31, 2021 and 2020 (in thousands): December 31, 2021 Asset Category Total Quoted Prices in Significant Significant Cash $ 2,411 $ 2,411 $ — $ — Equity securities: Diversified growth fund (b) 23,582 — 23,582 — Global equity fund (c) — — — — Fixed income securities: U.K. government fixed income securities (d) 9,487 — 9,487 — U.K. government index-linked securities (e) 16,393 — 16,393 — Global absolute return bond fund (f) 12,111 — 12,111 — Corporate bonds (g) 30,297 — 30,297 — Total $ 94,281 $ 2,411 $ 91,870 $ — December 31, 2020 Asset Category Total Quoted Prices in Significant Significant Cash $ 15,600 $ 15,600 $ — $ — Equity securities: Diversified growth fund (b) 22,640 — 22,640 — Global equity fund (c) 2,922 — 2,922 — Fixed income securities: U.K. government fixed income securities (d) 17,478 — 17,478 — U.K. government index-linked securities (e) 15,331 — 15,331 — Global absolute return bond fund (f) 12,235 — 12,235 — Corporate bonds (g) 8,755 — 8,755 — Total $ 94,961 $ 15,600 $ 79,361 $ — ______________________________ a) The net asset value of the commingled equity and fixed income funds are determined by prices of the underlying securities, less the funds’ liabilities, and then divided by the number of shares outstanding. As the funds are not traded in active markets, the commingled funds are classified as Level 2 assets. The net asset value is corroborated by observable market data (e.g., purchase or sale activities). b) This category includes investments in a diversified portfolio of equity, bonds, alternatives and cash markets that aims to achieve capital growth returns. c) This category includes investments in a diversified portfolio of equity, bonds, money markets, alternatives and credit markets to achieve a return with downside protection through monthly put options. d) This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (gilts) that have maturity periods ranging from 2030 to 2060. e) This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2022 to 2062. The funds invest in U.K. government bonds and derivatives. f) This category includes investments in funds predominantly in a wide range of fixed and floating rate investment grade and below investment grade debt instruments traded on regulated markets worldwide with the objective to achieve a return of 3% above 1 month LIBOR over a 3-year basis. g) This category includes investments in a diversified pool of debt and debt like assets to generate capital and income returns. Investment objectives for the U.K. Plan, as of December 31, 2021, are to: • optimize the long-term return on plan assets at an acceptable level of risk • maintain a broad diversification across asset classes • maintain careful control of the risk level within each asset class The trustees of the U.K. Plan have established a long-term investment strategy comprising global investment weightings targeted at 27.5% (range of 25% to 30%) for equity securities/diversified growth funds and 72.5% (range of 70% to 75%) for debt securities. Diversified growth funds are actively managed absolute return funds that hold a combination of debt and equity securities. Selection of the targeted asset allocation was based upon a review of the expected return and risk characteristics of each asset class, as well as the correlation of returns among asset classes. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations and the timing of benefit payments and contributions. The following table sets forth the weighted-average asset allocation and target asset allocations as of December 31, 2021 and 2020 by asset category: Asset Allocations Target Asset Allocations 2021 2020 2021 2020 Equity securities and diversified growth funds 1 24.9 % 26.9 % 27.5 % 27.5 % Debt securities 2 72.5 % 56.7 % 72.5 % 72.5 % Other 2.6 % 16.4 % — % — % Total 100 % 100 % 100 % 100 % ______________________________ 1 Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities. 2 Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities, U.K. government indexed-linked securities, global bonds, and corporate bonds. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, which will only be resolved when one or more future events occur or fail to occur. Team’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, Team’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. We accrue for contingencies where the occurrence of a material loss is probable and can be reasonably estimated, based on our best estimate of the expected liability. We may increase or decrease our legal accruals in the future, on a matter-by-matter basis, to account for developments in such matter. Because such matters are inherently unpredictable and unfavorable developments or outcomes can occur, assessing contingencies is highly subjective and requires judgments about future events. Notwithstanding the uncertainty as to the outcome and while our insurance coverage might not be available or adequate to cover these claims, based upon the information currently available, we do not believe that any uninsured losses that might arise from these lawsuits and proceedings will have a materially adverse effect on our consolidated financial statements. California Wage and Hour Litigation - On June 24, 2019 and August 26, 2020, two putative class action complaints were filed against Team Industrial Services, Inc. in the Superior Court for the County of Los Angeles, California. The plaintiff in the first filed action is Michael Thai (the “Thai action”). The plaintiff in the second filed action is Alex Esqueda (the “Esqueda action”). All of the claims pleaded in the Esqueda action were also pleaded in the Thai action. Each of the plaintiffs assert claims for alleged wage and hour violations under the California Labor Code (for alleged unpaid wages, failure to provide meal and rest breaks, and derivative related claims). The Thai action also asserts a putative class claim for violation of the Fair Credit Reporting Act. Both cases were stayed shortly after filing to allow the parties to mediate the claims. On February 23, 2021, the Los Angeles Superior Court designated the Thai and Esqueda actions as related cases. While the parties mediated on March 18, 2021, the cases did not settle. On April 16, 2021, Team Industrial Services, Inc. moved both the Thai and Esqueda actions to the United States District Court for the Central District of California. Plaintiff’s motion for remand was denied, and these matters remain in federal court. In November 2021, the parties agreed in principle to settle all claims in this litigation. All class action settlements of this nature are subject to approval of the court, which can take several months after the final settlement agreement is executed by the parties. The parties anticipate court approval of the settlement agreement on or before August 31, 2022. Notice of Potential Environmental Violation - On April 20, 2021, Team Industrial Services, Inc. received Notices of Potential Violation from the U.S. Environmental Protection Agency (“EPA”) alleging noncompliance with various waste determination, reporting, training, and planning obligations under the Resource Conservation and Recovery Act at seven of our facilities located in Texas and Louisiana. The allegations largely relate to spent film developing solutions generated through our mobile radiographic inspection services and that the claims relate to the characterization and quantities of those wastes and related notices, reporting, training, and planning. On February 9, 2022, TEAM and the EPA agreed to settle all the claims related to this matter. The parties anticipate finalization of the settlement agreement on or before March 31, 2022. Kelli Most Litigation - On November 13, 2018, Kelli Most filed a lawsuit against Team Industrial Services, Inc., individually and as a personal representative of the estate of Jesse Henson, in the 268th District Court of Fort Bend County, Texas (the “Most litigation”). The complaint asserted claims against Team for negligence resulting in the wrongful death of Jesse Henson. A jury trial commenced on this matter on May 4, 2021. On June 1, 2021, the jury rendered a verdict against Team for $222 million in compensatory damages. We believe that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. We will seek to overturn the verdict in post-trial motions before the District Court and, if necessary, to appeal to the Court of Appeals for the State of Texas. We intend to vigorously challenge the judgment through all appropriate post-trial motions and appeal processes. As a result, we believe that the likelihood that the amount of the judgment will be affirmed is not probable. We have taken into consideration the events that have occurred after the reporting period and before the financial statements were issued. We currently estimate a range of possible outcomes between $13 million and approximately $51 million, and we have accrued a liability as of December 31, 2021 which is the amount we believe is the most likely estimate for a probable loss on this matter. We have also recorded a related receivable from our third-party insurance providers in other current assets with the corresponding liability of the same amount in other accrued liabilities. Such amounts are treated as non-cash operating activities. The Most litigation is covered by our general liability and excess insurance policies which are occurrence based and subject to an aggregate $3 million self-insured retention and deductible. All retentions and deductibles have been met, accordingly, we believe pending the final settlement, all further claims will be fully funded by our insurance policies. We will continue to evaluate the possible outcomes of this case in light of future developments and their potential impact on factors relevant to our assessment of any possible loss. On January 25, 2022, the trial judge entered a Final Judgment in this matter. TEAM immediately filed a supersedeas bond, to prevent execution on the judgment, while it prepares to file motions to appeal the judgment. Simon, Vige, and Roberts Matter – On February 19, 2019, a personal injury claim was filed by the plaintiffs against several counterparties including Team Industrial Services Inc., in the 295th District Court of Harris County, Texas. The plaintiffs filed the action seeking monetary damages for personal injury, and emotional and mental distress. This matter was settled in July 2021. This claim is covered by our general liability and excess insurance policies which are occurrence based and subject to an aggregate $3 million self-insured retention and deductible. All retentions and deductibles have been met, accordingly this claim has been fully funded by our insurance policies. Accordingly, for all matters discussed above, we have accrued in the aggregate approximately $44 million as of December 31, 2021, of which approximately $5 million is not covered by our various insurance policies. In addition to legal matters discussed above, we are subject to various lawsuits, claims and proceedings encountered in the normal conduct of business (“Other Proceedings”). Management believes that based on its current knowledge and after consultation with legal counsel that the Other Proceedings, individually or in the aggregate, will not have a material effect on our consolidated financial statements. |
SEGMENT AND GEOGRAPHIC DISCLOSU
SEGMENT AND GEOGRAPHIC DISCLOSURES | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DISCLOSURES | SEGMENT AND GEOGRAPHIC DISCLOSURES ASC 280, Segment Reporting , requires we disclose certain information about our operating segments where operating segments are defined as “components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.” We conduct operations in three segments: IHT, MS and Quest Integrity. Segment data for our three operating segments are as follows (in thousands): Twelve Months Ended 2021 2020 2019 Revenues: IHT $ 415,371 $ 374,740 $ 512,950 MS 378,826 392,484 535,372 Quest Integrity 80,356 85,315 114,992 Total $ 874,553 $ 852,539 $ 1,163,314 Twelve Months Ended 2021 2020 2019 Operating income (loss): IHT 1 $ 12,997 $ (174,638) $ 24,084 MS 2 (47,728) 25,879 55,385 Quest Integrity 3 900 16,474 28,757 Corporate and shared support services (92,151) (85,077) (110,372) Total $ (125,982) $ (217,362) $ (2,146) ______________ 1 Includes goodwill impairment loss of $191.8 million for IHT for the year ended December 31, 2020. 2 Includes goodwill impairment loss of $55.8 million for MS for the year ended December 31, 2021. 3 Includes goodwill impairment loss of $8.8 million for Quest for the year ended December 31, 2021. Twelve Months Ended 2021 2020 2019 Capital expenditures 1 : IHT $ 11,742 $ 3,218 $ 7,983 MS 3,692 8,767 10,755 Quest Integrity 3,600 3,743 4,550 Corporate and shared support services 1,464 1,939 8,446 Total $ 20,498 $ 17,667 $ 31,734 ______________ 1 Excludes finance leases. Totals may vary from amounts presented in the consolidated statements of cash flows due to the timing of cash payments. Twelve Months Ended 2021 2020 2019 Depreciation and amortization: IHT $ 12,959 $ 14,891 $ 17,616 MS 20,500 21,854 21,835 Quest Integrity 2,616 3,587 3,557 Corporate and shared support services 5,443 5,576 6,051 Total $ 41,518 $ 45,908 $ 49,059 Separate measures of our assets by operating segment are not produced or utilized by management to evaluate segment performance. A geographic breakdown of our revenues for the years ended December 31, 2021, 2020 and 2019 and our total long-lived assets as of December 31, 2021, 2020 and 2019 are as follows (in thousands): Total Revenues 1 Total Long-lived Assets 2 Twelve months ended December 31, 2021 United States $ 600,665 $ 270,684 Canada 108,659 8,595 Europe 108,433 27,295 Other foreign countries 56,796 5,383 Total $ 874,553 $ 311,957 Twelve months ended December 31, 2020 United States $ 606,818 $ 289,507 Canada 87,028 8,291 Europe 104,667 34,674 Other foreign countries 54,026 4,988 Total $ 852,539 $ 337,460 Twelve months ended December 31, 2019 United States $ 838,385 $ 328,832 Canada 127,574 8,625 Europe 126,794 32,517 Other foreign countries 70,561 6,044 Total $ 1,163,314 $ 376,018 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
RESTRUCTURING AND OTHER RELATED
RESTRUCTURING AND OTHER RELATED CHARGES | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER RELATED CHARGES | RESTRUCTURING AND OTHER RELATED CHARGES Our restructuring and other related charges, net for the years ended December 31, 2021, 2020 and 2019 are summarized by segment as follows (in thousands): Twelve Months Ended December 31, 2021 2020 2019 Operating Group Reorganization and other continuing restructuring measures Severance and related costs IHT $ 459 $ — $ — MS 514 — — Quest Integrity 381 — — Corporate and shared support services 1,562 — — Total 2,916 — — Grand total $ 2,916 $ — $ — Operating Group Reorganization. In January 2021, we announced a new strategic organizational structure to better position ourselves for the recovery, continue sector diversification, and enhance client value (the “Operating Group Reorganization”). In connection with the Operating Group Reorganization, we announced certain executive leadership changes and the appointment of experienced new talent to our leadership team. For the twelve months ended December 31, 2021, we incurred severance charges of $2.9 million, which represents all costs cumulatively incurred to date as a result of the Operating Group Reorganization. A rollforward of our accrued severance liability associated with this reorganization is presented below (in thousands): Twelve Months Ended Balance, beginning of period $ — Charges 2,916 Payments (2,204) Balance, end of period $ 712 For the twelve months ended December 31, 2021, we also incurred professional fees of $1.9 million associated with the Operating Group Reorganization. OneTEAM Program Beginning in 2017, we undertook a project (“OneTEAM”) to assess all aspects of our business for improvement and cost saving opportunities. We did not incur any severance costs under OneTEAM during the twelve months ended December 31, 2021. During the twelve months ended December 31, 2020, we incurred $3.4 million in severance charges associated with OneTEAM. We have incurred $11.8 million of OneTEAM severance charges cumulatively to date, and do not expect any further severance costs under this program. As of December 31, 2021, we had no remaining severance liability outstanding under OneTEAM. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Twelve Months Ended Twelve Months Ended Foreign Foreign Defined benefit pension plans Tax Total Foreign Foreign Defined benefit pension plans Tax Total Balance at beginning of year $ (23,045) $ 2,988 $ (8,021) $ 400 $ (27,678) $ (26,742) $ 4,186 $ (8,021) $ 387 $ (30,190) Other comprehensive income (loss) (2,213) — 4,148 (989) 946 3,697 (1,198) — 13 2,512 Balance at end of year $ (25,258) $ 2,988 $ (3,873) $ (589) $ (26,732) $ (23,045) $ 2,988 $ (8,021) $ 400 $ (27,678) The following table represents the related tax effects allocated to each component of other comprehensive income (loss) (in thousands): Twelve Months Ended December 31, 2021 2020 2019 Gross Tax Net Gross Tax Net Gross Tax Net Foreign currency translation adjustments $ (2,213) $ (1) $ (2,214) $ 3,697 $ (340) $ 3,357 $ 3,865 $ 393 $ 4,258 Foreign currency hedge — — — (1,198) 294 (904) 282 (69) 213 Defined benefit pension plans 4,148 (988) 3,160 — 59 59 (162) (107) (269) Total $ 1,935 $ (989) $ 946 $ 2,499 $ 13 $ 2,512 $ 3,985 $ 217 $ 4,202 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Related Party TransactionsAlvarez & Marsal provides certain consulting services to the Company in connection with our Interim CFO position and other corporate support costs. The Company paid $8.0 million in fees to Alvarez & Marsal for the year ended December 31, 2021.In connection with the Company’s debt transactions, the Company engaged in transactions with Corre and Atlantic Park to provide funding as described in Note 11. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSRefer to Note 1 for information on the Recent Financing Transactions and Note 11 for information on the amendments to the ABL Credit Facility, Incremental Financing and Equity Issuance we entered into on February 11, 2022.On March 7, 2022, the Company completed a transaction with Superior Plant Rentals (“SPR”) for the sale of certain assets for $3.0 million in cash. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation. The consolidated financial statements include the accounts of our subsidiaries where we have control over operating and financial policies. All material intercompany accounts and transactions have been eliminated in consolidation. |
Related Party Transactions | Related Party Transactions. A related party transaction is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the Company or any of its subsidiaries is a participant, and (2) any Related Party (as defined herein) has or will have a direct or indirect material interest. A Related Party is any person who is, or, at any time since the beginning of the Company’s last fiscal year, was (1) an executive officer, director or nominee for election as a director of the Company or any of its subsidiaries, (2) a person with greater than five percent (5%) beneficial interest in the Company, (3) an immediate family member of any of the individuals or entities identified in (1) or (2) of this paragraph, and (4) any firm, corporation or other entity in which any of the foregoing individuals or entities is employed or is a general partner or principal or in a similar position or in which such person or entity has a five percent (5%) or greater beneficial interest. Immediate family members includes a person’s spouse, parents, |
Use of estimates | Use of estimates. Our accounting policies conform to Generally Accepted Accounting Principles (“GAAP”) in the United States. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) aspects of revenue recognition, (2) valuation of acquisition related tangible and intangible assets and assessments of all long-lived assets for possible impairment, (3) estimating various factors used to accrue liabilities for workers’ compensation, auto, medical and general liability, (4) establishing an allowance for uncollectible accounts receivable, (5) estimating the useful lives of our assets, (6) assessing future tax exposure and the realization of tax assets, (7) selecting assumptions used in the measurement of costs and liabilities associated with defined benefit pension plans, (8) assessments of fair value and (9) managing our foreign currency risk in foreign operations. Our most significant accounting policies are described below. |
Fair value of financial instruments | Fair value of financial instruments . As defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosur e (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information available. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The use of unobservable inputs is intended to allow for fair value determinations in situations in which there is little, if any, market activity for the asset or liability at the measurement date. We are able to classify fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy such that “Level 1” measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, “Level 2” measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and “Level 3” measurements include those that are unobservable and of a highly subjective measure. Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and trade accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. The fair value of our ABL Facility and Term Loans (defined below) is representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt. The fair value of our 5.00% Convertible Senior Notes due 2023 (the “Notes”) as of December 31, 2021 and 2020 was $84.0 million and $91.9 million, respectively, (inclusive of the fair value of the conversion option) and are a “Level 2” measurement, determined based on the observed trading price of these instruments. For additional information regarding our ABL Facility, Atlantic Park Term Loan, Subordinated Term Loan and Notes, see Note 11- Long-Term Debt. |
Cash and cash equivalents | Cash and cash equivalents . |
Inventory | Inventory. Except for certain inventories that are valued based on weighted-average cost, we use the first-in, first-out method to value our inventory. Inventory includes material, labor, and certain fixed overhead costs. Inventory is stated at the lower of cost and net realizable value. Inventory quantities on hand are reviewed periodically and carrying cost is reduced to net realizable value for inventories for which their cost exceeds their utility. The cost of inventories consumed or products sold are included in operating expenses. |
Property, plant and equipment | Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of their respective useful life or the lease term. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years |
Goodwill and intangible assets | Goodwill and intangible assets. We allocate the purchase price of acquired businesses to their identifiable tangible assets and liabilities, such as accounts receivable, inventory, property, plant and equipment, accounts payable and accrued liabilities. We also allocate a portion of the purchase price to identifiable intangible assets, such as client relationships, non-compete agreements, trade names, technology, and licenses. Allocations are based on estimated fair values of assets and liabilities. We use all available information to estimate fair values including quoted market prices, the carrying value of acquired assets, and widely accepted valuation techniques such as discounted cash flows. Certain estimates and judgments are required in the application of the fair value techniques, including estimates of future cash flows, selling prices, replacement costs, economic lives, and the selection of a discount rate, as well as the use of “Level 3” measurements as defined in ASC 820. Deferred taxes are recorded for any differences between the assigned values and tax bases of assets and liabilities. Estimated deferred taxes are based on available information concerning the tax bases of assets acquired and liabilities assumed and loss carryforwards at the acquisition date, although such estimates may change in the future as additional information becomes known. Any remaining excess of cost over allocated fair values is recorded as goodwill. We typically engage third-party valuation experts to assist in determining the fair values for both the identifiable tangible and intangible assets. The judgments made in determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, could materially impact our results of operations. Goodwill and intangible assets acquired in a business combination determined to have an indefinite useful life are not amortized, but are instead tested for impairment, and assessed for potential triggering events, at least annually in accordance with the provisions of the ASC 350 Intangibles—Goodwill and Other (“ASC 350”). Intangible assets with estimated useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in |
Income taxes | Income taxes. We follow the guidance of ASC 740 Income Taxes (“ASC 740”), which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable or receivable and related tax expense or benefit together with assessing temporary differences resulting from differing treatment of certain items, such as depreciation, for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. In accordance with ASC 740, we are required to assess the likelihood that our deferred tax assets will be realized and, to the extent we believe it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes the reversal of existing taxable temporary differences, taxable income in prior carryback years if carryback is permitted by tax law, information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance and tax planning strategies. We regularly assess whether it is more likely than not that we will realize the deferred tax assets in the jurisdictions we operate in. Management believes future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize the deferred tax assets for which no valuation allowance has been established. Our valuation allowance primarily relates to net operating loss carryforwards. While we have considered these factors in assessing the need for additional valuation allowance, there is no assurance that additional valuation allowance would not need to be established in the future if information about future years change. Any changes in valuation allowance would impact our income tax provision and net income (loss) in the period in which such a determination is made. As of December 31, 2021, our deferred tax assets were $119.8 million, less a valuation allowance of $89.2 million. As of December 31, 2021, our deferred tax liabilities were $34.0 million. Significant judgment is required in assessing the timing and amounts of deductible and taxable items for tax purposes. In accordance with ASC 740-10, we establish reserves for uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is not more likely than not that the position will be sustained upon challenge. When facts and circumstances change, we adjust these reserves through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any related underpayment of income tax, such amounts have been accrued and are classified as a component of income tax expense (benefit) in our consolidated statements of operations. As of December 31, 2021, our gross unrecognized tax benefits, excluding penalties and interest related to uncertain tax positions, were $1.3 million. |
Workers' compensation, auto, medical and general liability accruals | Workers’ compensation, auto, medical and general liability accruals. In accordance with ASC 450 Contingencies (“ASC 450”), we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by management, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation, our self-insured retention is $1.0 million and our automobile liability self-insured retention is currently $1.0 million per occurrence. For general liability claims, we have an effective self-insured retention of $1.0 million and a deductible of $2.0 million per occurrence. For medical claims, our self-insured retention is $350,000 per individual claimant determined on an annual basis. For environmental liability claims, our self-insured retention is $1.0 million per occurrence. We maintain insurance for claims that exceed such self-retention limits. The insurance is subject to terms, conditions, limitations, and exclusions that may not fully compensate us for all losses. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in management’s plans or intentions, or the outcome of legal proceedings, settlements, or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. |
Allowance for credit losses | Allowance for credit losses. In the ordinary course of business, a portion of our accounts receivable are not collected due to billing disputes, customer bankruptcies, dissatisfaction with the services we performed and other various reasons. We |
Concentration of credit risk | Concentration of credit risk. No single customer accounts for more than 10% of consolidated revenues. |
Earnings (loss) per share | Earnings (loss) per share. Basic earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method and (3) the dilutive effect of the assumed conversion of our Notes under the treasury stock method. Our current intent is to settle the principal amount of our Notes in cash upon conversion. If the conversion value exceeds the principal amount, we may elect to deliver shares of our common stock with respect to the remainder of our conversion obligation in excess of the aggregate principal amount (the “conversion spread”). Accordingly, the conversion spread is included in the denominator for the computation of diluted earnings per common share using the treasury stock method and the numerator is adjusted for any recorded gain or loss, net of tax, on the embedded derivative associated with the conversion feature. Amounts used in basic and diluted loss per share, for all periods presented, are as follows (in thousands): Twelve Months Ended 2021 2020 2019 Weighted-average number of basic shares outstanding 30,975 30,638 30,310 Stock options, stock units and performance awards — — — Convertible senior notes — — — Total shares and dilutive securities 30,975 30,638 30,310 |
Foreign currency | Foreign currency . For subsidiaries whose functional currency is not the U.S. Dollar, assets and liabilities are translated at period ending rates of exchange and revenues and expenses are translated at period average exchange rates. Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive loss in stockholders’ equity. Foreign currency transaction gains and losses are included in our statements of operations. |
Defined benefit pension plans | Defined benefit pension plans. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, |
Reclassifications | Reclassifications. Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such reclassifications did not have any effect on our financial condition or results of operations as previously reported. |
Newly Adopted Accounting Standards & Accounting Standards Not Yet Adopted | Newly Adopted Accounting Standards ASU No. 2019-12. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes , that simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes as well as clarifies aspects of existing guidance to promote more consistent application. ASU 2019-12 clarifies and amends existing guidance related to intraperiod tax allocation and calculations, recognition of deferred taxes for change in ownership group, evaluation of a step-up in the tax basis of goodwill and other clarifications. Our adoption of this ASU as of January 1, 2021 did not have a material impact to our financial statements. Accounting Standards Not Yet Adopted ASU No. 2020-04. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The guidance in ASU 2020-04 and ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which was issued in January 2021, provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. While we are currently determining whether we will elect the optional expedients, we do not expect our adoption of these ASU’s to have a significant impact on our consolidated financial position, results of operations, and cash flows. ASU No. 2020-06. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by eliminating certain separation models and will generally be reported as a single liability at its amortized cost. In addition, ASU 2020-06 eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. We expect to adopt ASU 2020-06 beginning January 1, 2022, at which time we would utilize the if-converted method, which would require us to assume the Notes would be settled entirely in shares of common stock for purposes of calculating diluted earnings per share, if the effect would be dilutive. We are still evaluating the other impacts this ASU may have on our financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years |
Amounts Used In Basic and Diluted Earnings (Loss) Per Share | Amounts used in basic and diluted loss per share, for all periods presented, are as follows (in thousands): Twelve Months Ended 2021 2020 2019 Weighted-average number of basic shares outstanding 30,975 30,638 30,310 Stock options, stock units and performance awards — — — Convertible senior notes — — — Total shares and dilutive securities 30,975 30,638 30,310 |
Non-Cash Investing and Financing Activities | Non-cash investing and financing activities. Non-cash investing and financing activities are excluded from the consolidated statements of cash flows and are as follows (in thousands): Twelve Months Ended 2021 2020 2019 Assets acquired under finance lease $ 1,016 $ 60 $ 326 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | A disaggregation of our revenue from contracts with customers by geographic region, by reportable operating segment and by service type is presented below (in thousands): Twelve Months Ended December 31, 2021 United States and Canada Other Countries Total Revenue: IHT $ 405,007 $ 10,364 $ 415,371 MS 256,806 122,020 378,826 Quest Integrity 47,511 32,845 80,356 Total $ 709,324 $ 165,229 $ 874,553 Twelve Months Ended December 31, 2020 United States and Canada Other Countries Total Revenue: IHT $ 365,847 $ 8,893 $ 374,740 MS 278,882 113,602 392,484 Quest Integrity 49,117 36,198 85,315 Total $ 693,846 $ 158,693 $ 852,539 Twelve Months Ended December 31, 2021 Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 325,204 $ 467 $ 59,855 $ 29,845 $ 415,371 MS — 374,885 806 3,135 378,826 Quest Integrity 80,356 — — — 80,356 Total $ 405,560 $ 375,352 $ 60,661 $ 32,980 $ 874,553 Twelve Months Ended December 31, 2020 Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 294,838 $ 206 $ 50,220 $ 29,476 $ 374,740 MS — 388,313 1,088 3,083 392,484 Quest Integrity 85,315 — — — 85,315 Total $ 380,153 $ 388,519 $ 51,308 $ 32,559 $ 852,539 |
Contract with Customer, Asset and Liability | The following table provides information about trade accounts receivable, contract assets and contract liabilities as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Trade accounts receivable, net 1 $ 188,772 $ 194,066 Contract assets 2 $ 1,602 $ 5,242 Contract liabilities 3 $ 313 $ 930 _________________ 1 Includes billed and unbilled amounts, net of allowance for credit losses. See Note 3 for details. 2 Included in the “Prepaid expenses and other current assets” line on the consolidated balance sheet. 3 Included in the “Other accrued liabilities” line of the consolidated balance sheet. |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | A summary of accounts receivable as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Trade accounts receivable $ 161,751 $ 157,513 Unbilled revenues 35,933 46,471 Allowance for credit losses (8,912) (9,918) Total $ 188,772 $ 194,066 |
Summary of Activity in Allowance for Doubtful Accounts | The following table shows a rollforward of the allowance for credit losses: Twelve Months Ended 2021 2020 2019 Balance at beginning of period $ 9,918 $ 9,990 $ 15,182 Adoption of account pronouncement ASC 326 1 — 1,410 — Provision for expected credit losses 2,193 1,612 (2,573) Write-offs (3,143) (3,193) (2,673) Foreign exchange effects (56) 99 54 Balance at end of period $ 8,912 $ 9,918 $ 9,990 _________________ 1 Due to the initial adoption of ASC 326 as of January 1, 2020. |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | A summary of inventory as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Raw materials $ 7,641 $ 7,395 Work in progress 2,725 2,890 Finished goods 25,388 26,569 Total $ 35,754 $ 36,854 |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | repaid and other current assets as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Insurance receivable $ 39,000 $ — Prepaid expenses 12,645 12,936 Other current assets 8,223 13,816 Total $ 59,868 $ 26,752 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | A summary of property, plant and equipment as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Land $ 5,743 $ 5,805 Buildings and leasehold improvements 58,972 57,632 Machinery and equipment 306,366 302,886 Furniture and fixtures 11,642 11,450 Capitalized ERP system development costs 45,917 45,917 Computers and computer software 22,243 20,508 Automobiles 4,356 4,518 Construction in progress 16,565 8,329 Total 471,804 457,045 Accumulated depreciation and amortization (310,445) (286,736) Property, plant, and equipment, net $ 161,359 $ 170,309 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | A summary of intangible assets as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 Gross Accumulated Net Customer relationships $ 175,156 $ (88,783) $ 86,373 Non-compete agreements 5,503 (5,503) — Trade names 24,743 (22,252) 2,491 Technology 7,843 (6,885) 958 Licenses 850 (774) 76 Total $ 214,095 $ (124,197) $ 89,898 December 31, 2020 Gross Accumulated Net Customer relationships $ 175,418 $ (76,541) $ 98,877 Non-compete agreements 5,569 (5,569) — Trade names 24,870 (21,794) 3,076 Technology 7,879 (6,691) 1,188 Licenses 864 (723) 141 Total $ 214,600 $ (111,318) $ 103,282 |
GOODWILL AND IMPAIRMENT CHARG_2
GOODWILL AND IMPAIRMENT CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill | A summary of goodwill is as follows (in thousands): IHT MS Quest Integrity Consolidated Goodwill, Gross Accumulated Impairment Goodwill, Net Goodwill, Gross Accumulated Impairment Goodwill, Net Goodwill, Gross Accumulated Impairment Goodwill, Net Goodwill, Gross Accumulated Impairment Goodwill, Net Balance at December 31, 2019 $ 214,356 $ (21,140) $ 193,216 $ 109,510 $ (54,101) $ 55,409 $ 33,381 $ — $ 33,381 $ 357,247 $ (75,241) $ 282,006 FX Adjustments (1,428) — (1,428) 1,211 — 1,211 854 — 854 637 — 637 Impairment charge — (191,788) (191,788) — — — — — — — (191,788) (191,788) Additions — — — — — — 496 — 496 496 — 496 Balance at December 31, 2020 $ 212,928 $ (212,928) $ — $ 110,721 $ (54,101) $ 56,620 $ 34,731 $ — $ 34,731 $ 358,380 $ (267,029) $ 91,351 FX Adjustments — — — (783) — (783) (693) — (693) (1,476) — (1,476) Impairment charge — — — — (55,837) (55,837) — (8,795) (8,795) — (64,632) (64,632) Additions — — — — — — — — — — — — Balance at December 31, 2021 $ 212,928 $ (212,928) $ — $ 109,938 $ (109,938) $ — $ 34,038 $ (8,795) $ 25,243 $ 356,904 $ (331,661) $ 25,243 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Liabilities | A summary of other accrued liabilities as of December 31, 2021 and 2020 is as follows (in thousands): December 31, 2021 2020 Payroll and other compensation expenses $ 44,284 $ 42,668 Legal and professional accruals 46,762 4,135 Insurance accruals 7,314 6,659 Property, sales and other non-income related taxes 8,018 8,722 Accrued commission 1,111 1,048 Accrued interest 6,469 2,437 Other 7,141 7,475 Total $ 121,099 $ 73,144 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Tax Provision (Benefit) | The components of our tax provision and benefit on continuing operations were as follows (in thousands): Current Deferred Total Twelve months ended December 31, 2021: U.S. Federal $ 1,460 $ (1,115) $ 345 State & local 590 150 740 Foreign jurisdictions 4,350 5,774 10,124 $ 6,400 $ 4,809 $ 11,209 Twelve months ended December 31, 2020: U.S. Federal $ (14,853) $ (1,228) $ (16,081) State & local 1,113 (1,010) 103 Foreign jurisdictions 2,942 (1,679) 1,263 $ (10,798) $ (3,917) $ (14,715) Twelve months ended December 31, 2019: U.S. Federal $ (105) $ (4,349) $ (4,454) State & local 519 (1,230) (711) Foreign jurisdictions 2,340 2,389 4,729 $ 2,754 $ (3,190) $ (436) |
Components of Pre-Tax Income (Loss) | The components of pre-tax income (loss) from continuing operations for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): Twelve Months Ended 2021 2020 2019 Domestic $ (157,778) $ (240,064) $ (34,720) Foreign (17,032) (11,854) 1,867 $ (174,810) $ (251,918) $ (32,853) |
Income Tax Expense (Benefit) Attributable to Income (Loss) from Continuing Operations Differed from Amounts Computed by Federal Income Tax Rate | The income tax provision in 2021 and benefit in 2020 and 2019 attributable to the loss from continuing operations differed from the amounts computed by applying the U.S. Federal income tax rate (21% in 2021, 2020 and 2019) to pre-tax loss from continuing operations as a result of the following (in thousands): Twelve Months Ended 2021 2020 2019 Pre-tax loss from continuing operations $ (174,810) $ (251,918) $ (32,853) Computed income taxes at statutory rate (36,710) (52,903) (6,899) State income taxes, net of federal benefit 561 (114) (820) Foreign tax rate differential 613 404 (300) Non-cash compensation 842 926 323 Deferred taxes on investment in foreign subsidiaries (1,939) 525 18 Non-deductible expenses 767 518 658 Non-deductible compensation (522) 89 559 Foreign withholding 1,708 1,063 670 Prior year tax adjustments 993 707 954 Convertible debt — (2,949) — Goodwill impairment 9,892 12,586 — Valuation allowance 34,284 32,957 3,682 Cares Act rate benefit — (7,267) — Rate change (186) (551) 684 Other 906 (706) 35 Total expense (benefit) for income tax on continuing operations $ 11,209 $ (14,715) $ (436) |
Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2021 2020 Deferred tax assets: Accrued compensation and benefits $ 7,831 $ 9,058 Receivables 1,345 1,551 Inventory 316 336 Share based compensation 271 256 Other accrued liabilities 3,467 2,109 Tax credit carry forward 3,613 3,642 Interest expense limitation 22,312 7,040 Goodwill and intangible costs 9,221 6,754 Net operating loss carry forwards 68,972 58,759 Other 2,428 1,013 Deferred tax assets 119,776 90,518 Less: Valuation allowance (89,191) (53,417) Deferred tax assets, net 30,585 37,101 Deferred tax liabilities: Property, plant and equipment (20,267) (23,783) Unremitted earnings of foreign subsidiaries (3,944) (5,918) Convertible debt (7,359) (1,755) Other (2,408) (3,230) Deferred tax liabilities (33,978) (34,686) Net deferred tax asset (liability) $ (3,393) $ 2,415 |
Reconciliation of Changes in Unrecognized Tax Benefits Associated with Uncertain Tax Positions | The following table summarizes the Company’s reconciliation of gross unrecognized tax benefits, excluding penalties and interest, for the year ended December 31, 2021, 2020 and 2019 (in thousands): Twelve Months Ended 2021 2020 2019 Unrecognized tax benefits - January 1 $ 1,610 $ 1,547 $ 1,749 Additions based on current year tax positions — 7 — Additions based on tax positions related to prior years 543 89 227 Reductions based on tax positions related to prior years (415) Settlements — — — Reductions resulting from a lapse of the applicable statute of limitations (868) (33) (14) Unrecognized tax benefits - December 31 $ 1,285 $ 1,610 $ 1,547 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | As of December 31, 2021 and 2020, our long-term debt and finance lease obligations are summarized as follows (in thousands): December 31, 2021 2020 ABL Facility $ 62,000 $ 9,000 Term Loan 214,191 213,809 Subordinated Term Loan 36,358 — Total 312,549 222,809 Convertible Debt 1 87,662 84,534 Finance lease obligations 5,649 5,153 Total debt and finance lease obligations 405,860 312,496 Current portion of long-term debt and finance lease obligations (669) (337) Total long-term debt and finance lease obligations, less current portion $ 405,191 $ 312,159 _________________ 1 Comprised of principal amount outstanding, less unamortized discount and issuance costs. See Convertible Debt section below for additional information. |
Schedule of Future Contractual Maturities of Long-term Debt | Future contractual maturities of long-term debt, excluding finance leases, are as follows (in thousands): December 31 2022 $ — 2023 93,130 2024 62,000 2025 — 2026 300,215 Thereafter — Total $ 455,345 |
Convertible Debt | As of December 31, 2021 and 2020, the Notes were recorded in our consolidated balance sheet as follows (in thousands): December 31, 2021 2020 Liability component: Principal $ 93,130 $ 93,130 Unamortized issuance costs (916) (1,440) Unamortized discount (4,552) (7,156) Net carrying amount of the liability component 1 87,662 84,534 Equity component: Carrying amount of the equity component, net of issuance costs 2 $ 7,969 $ 7,969 Carrying amount of the equity component, net of issuance costs 3 $ 37,276 $ 37,276 _________________ 1 Included in the “Long-term debt and finance lease obligations” line of the consolidated balance sheets. 2 Relates to the portion of the Notes accounted for under ASC 470-20 (defined below) and is included in the “Additional paid-in capital” line of the consolidated balance sheets. 3 Relates to the portion of the Notes accounted for under ASC 815-15 (defined below) and is included in the “Additional paid-in capital” line of the consolidated balance sheets. The following table sets forth interest expense information related to the Notes (dollars in thousands): Twelve Months Ended 2021 2020 Coupon interest $ 4,657 $ 11,329 Amortization of debt discount and issuance costs 3,129 6,938 Total interest expense $ 7,786 $ 18,267 Effective interest rate 9.12 % 9.12 % |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense are as follows (in thousands): Twelve Months Ended Twelve Months Ended December 31, 2020 Operating lease costs $ 27,773 $ 26,431 Variable lease costs 5,546 5,440 Finance lease costs: Amortization of right-of-use assets 666 441 Interest on lease liabilities 344 320 Total lease cost $ 34,329 $ 32,632 |
Schedule of Other Information Related to Leases | Other information related to leases are as follows (in thousands): Twelve Months Ended Twelve Months Ended December 31, 2020 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 17,887 $ 20,883 Operating cash flows from finance leases 346 327 Financing cash flows from finance leases 517 278 Right-of-use assets obtained in exchange for lease obligations Operating leases 8,106 4,624 Finance leases 1,016 60 |
Amounts Recognized in Balance Sheet for Leases | Amounts recognized in the condensed consolidated balance sheet are as follows (in thousands): December 31, 2021 December 31, 2020 Operating Leases: Operating lease right-of-use assets $ 60,700 $ 63,869 Current portion of operating lease obligations 16,176 17,375 Operating lease obligations (non-current) 49,221 52,207 Finance Leases: Property, plant and equipment, net $ 5,123 $ 4,779 Current portion of long-term debt and finance lease obligations 669 337 Long-term debt and finance lease obligations 4,980 4,816 Weighted average remaining lease term Operating leases 6 years 6 years Finance leases 10 years 12 years Weighted average discount rate Operating leases 6.8 % 6.7 % Finance lease 6.4 % 6.2 % |
Schedule of Finance Lease Liability | As of December 31, 2021, future minimum lease payments under non-cancellable (excluding short-term leases) are as follows (in thousands): Twelve Months Ended December 31, Operating Leases Finance Lease 2022 $ 19,348 $ 982 2023 15,193 893 2024 11,967 732 2025 8,668 569 2026 6,874 555 Thereafter 18,423 4,003 Total future minimum lease payments 80,473 7,734 Less: Interest 15,076 2,085 Present value of lease liabilities $ 65,397 $ 5,649 |
Schedule of Operating Lease Liability | As of December 31, 2021, future minimum lease payments under non-cancellable (excluding short-term leases) are as follows (in thousands): Twelve Months Ended December 31, Operating Leases Finance Lease 2022 $ 19,348 $ 982 2023 15,193 893 2024 11,967 732 2025 8,668 569 2026 6,874 555 Thereafter 18,423 4,003 Total future minimum lease payments 80,473 7,734 Less: Interest 15,076 2,085 Present value of lease liabilities $ 65,397 $ 5,649 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Transactions Involving Stock Units and Director Stock Grants | Transactions involving our stock units and director stock grants for the twelve months ended December 31, 2021 are summarized below: Twelve Months Ended No. of Stock Weighted (in thousands) Stock and stock units, beginning of year 854 $ 12.55 Changes during the year: Granted 464 $ 2.78 Vested and settled (414) $ 11.97 Cancelled (100) $ 12.17 Stock and stock units, end of year 804 $ 7.27 |
Summary of Transactions Involving Performance Awards | Transactions involving our performance awards during the twelve months ended December 31, 2021 are summarized below: Twelve Months Ended Performance Units Subject to Market Conditions Performance Units Not Subject to Market Conditions No. of Stock Units 1 Weighted No. of Stock Units 1 Weighted (in thousands) (in thousands) Performance stock units, beginning of period 554 $ 13.69 274 $ 12.55 Changes during the period: Granted 575 $ 6.70 109 $ 11.69 Vested and settled (28) $ 25.24 — $ — Cancelled (417) $ 14.68 (164) $ 15.50 Performance stock units, end of period 684 $ 6.30 219 $ 9.91 __________________________ 1 Performance units with variable payouts are shown at target level of performance. |
Summary of Transactions Involving Stock Options | Transactions involving our stock options for the twelve months ended December 31, 2021 are summarized below: Twelve Months Ended No. of Weighted (in thousands) Shares under option, beginning of year 19 $ 36.90 Changes during the year: Exercised — $ — Cancelled — $ — Expired (2) $ 32.69 Shares under option, end of year 17 $ 37.27 Exercisable at end of year 17 $ 37.27 |
EMPLOYEE BENEFIT PLANS EMPLOYEE
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Cost (Credit) | Net pension cost (credit) included the following components (in thousands): Twelve Months Ended 2021 2020 2019 Service cost $ — $ — $ — Interest cost 1,282 1,764 2,323 Settlement cost 70 257 221 Expected return on plan assets (2,006) (2,309) (2,378) Amortization of prior service cost 32 32 32 Amortization of net actuarial (gain) loss — — — Net pension cost (credit) $ (622) $ (256) $ 198 |
Schedule of Assumptions Used | The weighted-average assumptions used to determine benefit obligations at December 31, 2021 and 2020 are as follows: December 31, 2021 2020 Discount rate 2.0 % 1.3 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.3 % 2.9 % ______________ 1 Not applicable due to plan curtailment. The weighted-average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31, 2021 and 2020 are as follows: Twelve Months Ended 2021 2020 Discount rate 1.3 % 2.0 % Expected long-term return on plan assets 2.1 % 2.9 % Rate of compensation increase 1 Not applicable Not applicable Inflation 2.9 % 3.0 % _______________ 1 Not applicable due to plan curtailment. |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The following table sets forth the changes in the benefit obligation and plan assets for the years ended December 31, 2021 and 2020 (in thousands): Twelve Months Ended December 31, 2021 2020 Projected benefit obligation: Beginning of year $ 100,244 $ 92,407 Service cost — — Interest cost 1,282 1,764 Actuarial (gain) loss (4,237) 8,717 Benefits paid (5,137) (6,288) Prior service cost — — Disposal of Norwegian Plan — — Foreign currency translation adjustment and other (890) 3,644 End of year 91,262 100,244 Fair value of plan assets: Beginning of year 94,962 83,086 Actual gain (loss) on plan assets 1,195 10,854 Employer contributions 4,118 3,851 Benefits paid (5,137) (6,288) Foreign currency translation adjustment and other (974) 3,459 End of year 94,164 94,962 Excess projected obligation under (over) fair value of plan assets at end of year $ 2,902 $ (5,282) Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ (4,624) $ (7,347) Prior service cost (601) (674) Total $ (5,225) $ (8,021) |
Schedule of Expected Benefit Payments | At December 31, 2021, expected future benefit payments are as follows for the years ended December 31, (in thousands): 2022 $ 4,086 2023 4,177 2024 4,073 2025 4,256 2026 4,198 2027-2031 21,680 Total $ 42,470 |
Schedule of Allocation of Plan Assets | The following tables summarize the plan assets of the U.K. Plan measured at fair value on a recurring basis (at least annually) as of December 31, 2021 and 2020 (in thousands): December 31, 2021 Asset Category Total Quoted Prices in Significant Significant Cash $ 2,411 $ 2,411 $ — $ — Equity securities: Diversified growth fund (b) 23,582 — 23,582 — Global equity fund (c) — — — — Fixed income securities: U.K. government fixed income securities (d) 9,487 — 9,487 — U.K. government index-linked securities (e) 16,393 — 16,393 — Global absolute return bond fund (f) 12,111 — 12,111 — Corporate bonds (g) 30,297 — 30,297 — Total $ 94,281 $ 2,411 $ 91,870 $ — December 31, 2020 Asset Category Total Quoted Prices in Significant Significant Cash $ 15,600 $ 15,600 $ — $ — Equity securities: Diversified growth fund (b) 22,640 — 22,640 — Global equity fund (c) 2,922 — 2,922 — Fixed income securities: U.K. government fixed income securities (d) 17,478 — 17,478 — U.K. government index-linked securities (e) 15,331 — 15,331 — Global absolute return bond fund (f) 12,235 — 12,235 — Corporate bonds (g) 8,755 — 8,755 — Total $ 94,961 $ 15,600 $ 79,361 $ — ______________________________ a) The net asset value of the commingled equity and fixed income funds are determined by prices of the underlying securities, less the funds’ liabilities, and then divided by the number of shares outstanding. As the funds are not traded in active markets, the commingled funds are classified as Level 2 assets. The net asset value is corroborated by observable market data (e.g., purchase or sale activities). b) This category includes investments in a diversified portfolio of equity, bonds, alternatives and cash markets that aims to achieve capital growth returns. c) This category includes investments in a diversified portfolio of equity, bonds, money markets, alternatives and credit markets to achieve a return with downside protection through monthly put options. d) This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (gilts) that have maturity periods ranging from 2030 to 2060. e) This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2022 to 2062. The funds invest in U.K. government bonds and derivatives. f) This category includes investments in funds predominantly in a wide range of fixed and floating rate investment grade and below investment grade debt instruments traded on regulated markets worldwide with the objective to achieve a return of 3% above 1 month LIBOR over a 3-year basis. g) This category includes investments in a diversified pool of debt and debt like assets to generate capital and income returns. The following table sets forth the weighted-average asset allocation and target asset allocations as of December 31, 2021 and 2020 by asset category: Asset Allocations Target Asset Allocations 2021 2020 2021 2020 Equity securities and diversified growth funds 1 24.9 % 26.9 % 27.5 % 27.5 % Debt securities 2 72.5 % 56.7 % 72.5 % 72.5 % Other 2.6 % 16.4 % — % — % Total 100 % 100 % 100 % 100 % ______________________________ 1 Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities. 2 Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities, U.K. government indexed-linked securities, global bonds, and corporate bonds. |
SEGMENT AND GEOGRAPHIC DISCLO_2
SEGMENT AND GEOGRAPHIC DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Data for our Three Operating Segments | Segment data for our three operating segments are as follows (in thousands): Twelve Months Ended 2021 2020 2019 Revenues: IHT $ 415,371 $ 374,740 $ 512,950 MS 378,826 392,484 535,372 Quest Integrity 80,356 85,315 114,992 Total $ 874,553 $ 852,539 $ 1,163,314 Twelve Months Ended 2021 2020 2019 Operating income (loss): IHT 1 $ 12,997 $ (174,638) $ 24,084 MS 2 (47,728) 25,879 55,385 Quest Integrity 3 900 16,474 28,757 Corporate and shared support services (92,151) (85,077) (110,372) Total $ (125,982) $ (217,362) $ (2,146) ______________ 1 Includes goodwill impairment loss of $191.8 million for IHT for the year ended December 31, 2020. 2 Includes goodwill impairment loss of $55.8 million for MS for the year ended December 31, 2021. 3 Includes goodwill impairment loss of $8.8 million for Quest for the year ended December 31, 2021. Twelve Months Ended 2021 2020 2019 Capital expenditures 1 : IHT $ 11,742 $ 3,218 $ 7,983 MS 3,692 8,767 10,755 Quest Integrity 3,600 3,743 4,550 Corporate and shared support services 1,464 1,939 8,446 Total $ 20,498 $ 17,667 $ 31,734 ______________ 1 Excludes finance leases. Totals may vary from amounts presented in the consolidated statements of cash flows due to the timing of cash payments. Twelve Months Ended 2021 2020 2019 Depreciation and amortization: IHT $ 12,959 $ 14,891 $ 17,616 MS 20,500 21,854 21,835 Quest Integrity 2,616 3,587 3,557 Corporate and shared support services 5,443 5,576 6,051 Total $ 41,518 $ 45,908 $ 49,059 |
Geographic Breakdown of Revenues and Total Long-Lived Assets | A geographic breakdown of our revenues for the years ended December 31, 2021, 2020 and 2019 and our total long-lived assets as of December 31, 2021, 2020 and 2019 are as follows (in thousands): Total Revenues 1 Total Long-lived Assets 2 Twelve months ended December 31, 2021 United States $ 600,665 $ 270,684 Canada 108,659 8,595 Europe 108,433 27,295 Other foreign countries 56,796 5,383 Total $ 874,553 $ 311,957 Twelve months ended December 31, 2020 United States $ 606,818 $ 289,507 Canada 87,028 8,291 Europe 104,667 34,674 Other foreign countries 54,026 4,988 Total $ 852,539 $ 337,460 Twelve months ended December 31, 2019 United States $ 838,385 $ 328,832 Canada 127,574 8,625 Europe 126,794 32,517 Other foreign countries 70,561 6,044 Total $ 1,163,314 $ 376,018 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
RESTRUCTURING AND OTHER RELAT_2
RESTRUCTURING AND OTHER RELATED CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Our restructuring and other related charges, net for the years ended December 31, 2021, 2020 and 2019 are summarized by segment as follows (in thousands): Twelve Months Ended December 31, 2021 2020 2019 Operating Group Reorganization and other continuing restructuring measures Severance and related costs IHT $ 459 $ — $ — MS 514 — — Quest Integrity 381 — — Corporate and shared support services 1,562 — — Total 2,916 — — Grand total $ 2,916 $ — $ — |
Schedule of Restructuring Reserve | A rollforward of our accrued severance liability associated with this reorganization is presented below (in thousands): Twelve Months Ended Balance, beginning of period $ — Charges 2,916 Payments (2,204) Balance, end of period $ 712 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income (Loss) Included Within Shareholders' Equity | A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Twelve Months Ended Twelve Months Ended Foreign Foreign Defined benefit pension plans Tax Total Foreign Foreign Defined benefit pension plans Tax Total Balance at beginning of year $ (23,045) $ 2,988 $ (8,021) $ 400 $ (27,678) $ (26,742) $ 4,186 $ (8,021) $ 387 $ (30,190) Other comprehensive income (loss) (2,213) — 4,148 (989) 946 3,697 (1,198) — 13 2,512 Balance at end of year $ (25,258) $ 2,988 $ (3,873) $ (589) $ (26,732) $ (23,045) $ 2,988 $ (8,021) $ 400 $ (27,678) |
Related Tax Effects Allocated to Each Component of Accumulated Other Comprehensive Income | The following table represents the related tax effects allocated to each component of other comprehensive income (loss) (in thousands): Twelve Months Ended December 31, 2021 2020 2019 Gross Tax Net Gross Tax Net Gross Tax Net Foreign currency translation adjustments $ (2,213) $ (1) $ (2,214) $ 3,697 $ (340) $ 3,357 $ 3,865 $ 393 $ 4,258 Foreign currency hedge — — — (1,198) 294 (904) 282 (69) 213 Defined benefit pension plans 4,148 (988) 3,160 — 59 59 (162) (107) (269) Total $ 1,935 $ (989) $ 946 $ 2,499 $ 13 $ 2,512 $ 3,985 $ 217 $ 4,202 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Additional Information (Detail) | Feb. 11, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)profilesegment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2022USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2018USD ($) | Jul. 31, 2017USD ($) |
Significant Accounting Policies [Line Items] | ||||||||
Number of operating segments | segment | 3 | |||||||
Number of client demand profiles | profile | 3 | |||||||
Deferred employer payroll taxes | $ 14,100,000 | |||||||
Selling, general and administrative expenses | 272,869,000 | $ 260,920,000 | $ 328,214,000 | |||||
Deferred payroll related expenses and taxes | 3,200,000 | |||||||
Deferred tax assets, gross | 119,776,000 | 90,518,000 | ||||||
Valuation allowance | 89,191,000 | 53,417,000 | $ 900,000 | |||||
Deferred tax liabilities | 33,978,000 | 34,686,000 | ||||||
Unrecognized tax benefits | 1,285,000 | 1,610,000 | 1,547,000 | $ 1,749,000 | ||||
Workers compensation our self-insured retention | 1,000,000 | |||||||
Automobile liability self-insured retention | 1,000,000 | |||||||
General liability claims we have an effective self-insured retention | 1,000,000 | |||||||
General liability claims, deductible per occurrence | 2,000,000 | |||||||
Medical claims, our self-insured retention | 350,000 | |||||||
Environmental liability claims, our self-insured retention | 1,000,000 | |||||||
Accrued capital expenditures | 4,100,000 | 1,200,000 | $ 4,000,000 | |||||
Subsequent Event | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Deferred employer payroll taxes | $ 7,000,000 | |||||||
Subsequent Event | PIPE Shares | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Consideration received from sale of stock | $ 10,000,000 | |||||||
Shares issued (in shares) | shares | 11,904,762 | |||||||
Price per share (in dollars per share) | $ / shares | $ 0.84 | |||||||
COVID-19 | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Operating expenses | 6,200,000 | |||||||
Selling, general and administrative expenses | 1,500,000 | |||||||
Convertible debt | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Debt, face amount | $ 93,100,000 | $ 230,000,000 | ||||||
Interest rate | 5.00% | 5.00% | ||||||
Line of Credit | Revolving Credit Facility | Subsequent Event | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Borrowing capacity | $ 130,000,000 | |||||||
Line of Credit | Bridge Loan | Subsequent Event | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Borrowing capacity | 35,000,000 | |||||||
Line of Credit | Letter of Credit | Subsequent Event | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Borrowing capacity | 26,000,000 | |||||||
Secured Debt | Subsequent Event | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Debt, face amount | 55,000,000 | |||||||
Secured Debt | Delayed Draw Term Loan | Subsequent Event | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Debt, face amount | 35,000,000 | |||||||
Secured Debt | Delayed Draw Term Loan | Subsequent Event | Corre | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Debt, face amount | $ 10,000,000 | |||||||
Significant Observable Inputs (Level 2) | Convertible debt | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Fair value of convertible senior notes | $ 84,000,000 | $ 91,900,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Enterprise Resource Planning (“ERP”) System | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 15 years |
Minimum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 20 years |
Minimum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Minimum | Computers and computer software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Minimum | Automobiles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Maximum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 40 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 15 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 12 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 10 years |
Maximum | Computers and computer software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
Maximum | Automobiles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Amounts Used In Basic and Diluted Earnings Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Weighted-average number of basic shares outstanding (in shares) | 30,975 | 30,638 | 30,310 |
Stock options, stock units and performance awards (in shares) | 0 | 0 | 0 |
Convertible senior notes (in shares) | 0 | 0 | 0 |
Total shares and dilutive securities (in shares) | 30,975 | 30,638 | 30,310 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Assets acquired under finance lease | $ 1,016 | $ 60 | $ 326 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue, performance obligation, description of timing | Customers are generally billed as we satisfy our performance obligations and payment terms typically range from 30 to 90 days from the invoice date. Billings under certain fixed-price contracts may be based upon the achievement of specified milestones, while some arrangements may require advance customer payment. Our contracts do not include significant financing components since the contracts typically span less than one year. | |||
Warranty term | 12 months | |||
Revenues | [1] | $ 874,553 | $ 852,539 | $ 1,163,314 |
United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 709,324 | 693,846 | ||
Other Countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 165,229 | 158,693 | ||
Asset Integrity Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 405,560 | 380,153 | ||
Repair and Maintenance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 375,352 | 388,519 | ||
Heat Treating | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 60,661 | 51,308 | ||
Other Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32,980 | 32,559 | ||
IHT | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 415,371 | 374,740 | ||
IHT | United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 405,007 | 365,847 | ||
IHT | Other Countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 10,364 | 8,893 | ||
IHT | Asset Integrity Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 325,204 | 294,838 | ||
IHT | Repair and Maintenance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 467 | 206 | ||
IHT | Heat Treating | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 59,855 | 50,220 | ||
IHT | Other Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 29,845 | 29,476 | ||
MS | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 378,826 | 392,484 | ||
MS | United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 256,806 | 278,882 | ||
MS | Other Countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 122,020 | 113,602 | ||
MS | Asset Integrity Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
MS | Repair and Maintenance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 374,885 | 388,313 | ||
MS | Heat Treating | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 806 | 1,088 | ||
MS | Other Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,135 | 3,083 | ||
Quest Integrity | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 80,356 | 85,315 | ||
Quest Integrity | United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 47,511 | 49,117 | ||
Quest Integrity | Other Countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 32,845 | 36,198 | ||
Quest Integrity | Asset Integrity Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 80,356 | 85,315 | ||
Quest Integrity | Repair and Maintenance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Quest Integrity | Heat Treating | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Quest Integrity | Other Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 0 | $ 0 | ||
[1] | Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
REVENUE - Contract Balances (De
REVENUE - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Revenue from Contract with Customer [Abstract] | ||||
Trade accounts receivable, net | $ 188,772 | $ 194,066 | [1] | |
Contract assets | [2] | 1,602 | 5,242 | |
Contract liabilities | [3] | 313 | $ 930 | |
Change in Contract with Customer, Liability [Abstract] | ||||
Contract liability, decrease from beginning of period | $ (600) | |||
[1] | Includes billed and unbilled amounts, net of allowance for credit losses. See Note 3 for details. | |||
[2] | Included in the “Prepaid expenses and other current assets” line on the consolidated balance sheet. | |||
[3] | Included in the “Other accrued liabilities” line of the consolidated balance sheet. |
RECEIVABLES - Summary of Accoun
RECEIVABLES - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Receivables [Abstract] | |||||
Trade accounts receivable | $ 161,751 | $ 157,513 | |||
Unbilled revenues | 35,933 | 46,471 | |||
Allowance for credit losses | (8,912) | (9,918) | $ (9,990) | $ (15,182) | |
Total | $ 188,772 | $ 194,066 | [1] | ||
Payment terms | 30 days | ||||
[1] | Includes billed and unbilled amounts, net of allowance for credit losses. See Note 3 for details. |
RECEIVABLES - Summary of Activi
RECEIVABLES - Summary of Activity in Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 9,918 | $ 9,990 | $ 15,182 |
Receivables, allowance | 8,912 | 9,918 | 9,990 |
Allowance for credit losses | 2,193 | 1,612 | (2,573) |
Write-offs | (3,143) | (3,193) | (2,673) |
Foreign exchange effects | (56) | 99 | 54 |
Balance at end of period | 8,912 | 9,918 | 9,990 |
Accounting Standards Update 2016-13 | Revision of Prior Period, Accounting Standards Update, Adjustment | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of period | $ 0 | 1,410 | 0 |
Receivables, allowance | 0 | 1,410 | |
Balance at end of period | $ 0 | $ 1,410 |
INVENTORY (Detail)
INVENTORY (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,641 | $ 7,395 |
Work in progress | 2,725 | 2,890 |
Finished goods | 25,388 | 26,569 |
Total | $ 35,754 | $ 36,854 |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance receivable | $ 39,000 | $ 0 |
Prepaid expenses | 12,645 | 12,936 |
Other current assets | 8,223 | 13,816 |
Prepaid expenses and other current assets | $ 59,868 | $ 26,752 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | $ 471,804 | $ 457,045 | |
Accumulated depreciation and amortization | (310,445) | (286,736) | |
Property, plant and equipment, net | 161,359 | 170,309 | |
Finance lease, right-of-use asset, before accumulated amortization | 6,700 | 5,700 | |
Finance lease, right-of-use asset, accumulated amortization | 1,600 | 900 | |
Depreciation | 27,600 | 31,500 | $ 34,400 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 5,743 | 5,805 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 58,972 | 57,632 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 306,366 | 302,886 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 11,642 | 11,450 | |
Capitalized ERP system development costs | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 45,917 | 45,917 | |
Computers and computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 22,243 | 20,508 | |
Automobiles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | 4,356 | 4,518 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant, and equipment | $ 16,565 | $ 8,329 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 214,095 | $ 214,600 |
Accumulated Amortization | (124,197) | (111,318) |
Net Carrying Amount | 89,898 | 103,282 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 175,156 | 175,418 |
Accumulated Amortization | (88,783) | (76,541) |
Net Carrying Amount | 86,373 | 98,877 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,503 | 5,569 |
Accumulated Amortization | (5,503) | (5,569) |
Net Carrying Amount | 0 | 0 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,743 | 24,870 |
Accumulated Amortization | (22,252) | (21,794) |
Net Carrying Amount | 2,491 | 3,076 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,843 | 7,879 |
Accumulated Amortization | (6,885) | (6,691) |
Net Carrying Amount | 958 | 1,188 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 850 | 864 |
Accumulated Amortization | (774) | (723) |
Net Carrying Amount | $ 76 | $ 141 |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 13.9 | $ 14 | $ 14.3 |
Finite-Lived Intangible Assets, Amortization Expense, 2022 | 13 | ||
Finite-Lived Intangible Assets, Amortization Expense, 2023 | 13 | ||
Finite-Lived Intangible Assets, Amortization Expense, 2024 | 13 | ||
Finite-Lived Intangible Assets, Amortization Expense, 2025 | $ 13 | ||
Intangible assets, estimated weighted average useful life | 13 years 8 months 12 days | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated weighted average useful life | 13 years 8 months 12 days | ||
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated weighted average useful life | 5 years | ||
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated weighted average useful life | 15 years 7 months 6 days | ||
Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated weighted average useful life | 10 years | ||
Licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated weighted average useful life | 10 years 6 months |
GOODWILL AND IMPAIRMENT CHARG_3
GOODWILL AND IMPAIRMENT CHARGES - Additional Information (Details) - USD ($) | Dec. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | |||||
Goodwill impairment charges | $ 0 | $ 64,632,000 | $ 191,788,000 | $ 0 | |
Goodwill | $ 25,243,000 | $ 25,243,000 | 91,351,000 | 282,006,000 | |
Refiners | |||||
Goodwill [Line Items] | |||||
Percent of customers | 40.00% | 40.00% | |||
IHT | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charges | 191,788,000 | ||||
Goodwill | $ 0 | $ 0 | 0 | 193,216,000 | |
Quest Integrity | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charges | 8,800,000 | 8,795,000 | |||
Goodwill | $ 25,243,000 | $ 25,243,000 | $ 34,731,000 | $ 33,381,000 |
GOODWILL AND IMPAIRMENT CHARG_4
GOODWILL AND IMPAIRMENT CHARGES (Details) - USD ($) | Dec. 01, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Roll Forward] | ||||||
Goodwill, Gross, beginning balance | $ 358,380,000 | $ 357,247,000 | ||||
Accumulated Impairment, beginning balance | (267,029,000) | (75,241,000) | ||||
Goodwill, Net, beginning balance | 91,351,000 | 282,006,000 | ||||
FX Adjustments | (1,476,000) | 637,000 | ||||
Impairment charge | $ 0 | (64,632,000) | (191,788,000) | $ 0 | ||
Additions | 0 | 496,000 | ||||
Goodwill, Gross, ending balance | $ 356,904,000 | 356,904,000 | 358,380,000 | 357,247,000 | ||
Accumulated Impairment, ending balance | (331,661,000) | (331,661,000) | (267,029,000) | (75,241,000) | ||
Goodwill, Net, ending balance | 25,243,000 | 25,243,000 | 91,351,000 | 282,006,000 | ||
IHT | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill, Gross, beginning balance | 212,928,000 | 214,356,000 | ||||
Accumulated Impairment, beginning balance | (212,928,000) | (21,140,000) | ||||
Goodwill, Net, beginning balance | 0 | 193,216,000 | ||||
FX Adjustments | 0 | (1,428,000) | ||||
Impairment charge | (191,788,000) | |||||
Goodwill, Gross, ending balance | 212,928,000 | 212,928,000 | 212,928,000 | 214,356,000 | ||
Accumulated Impairment, ending balance | (212,928,000) | (212,928,000) | (212,928,000) | (21,140,000) | ||
Goodwill, Net, ending balance | 0 | 0 | 0 | 193,216,000 | ||
MS | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill, Gross, beginning balance | 110,721,000 | 109,510,000 | ||||
Accumulated Impairment, beginning balance | (54,101,000) | (54,101,000) | ||||
Goodwill, Net, beginning balance | 56,620,000 | 55,409,000 | ||||
FX Adjustments | (783,000) | 1,211,000 | ||||
Impairment charge | $ (55,800,000) | (55,837,000) | ||||
Goodwill, Gross, ending balance | 109,938,000 | 109,938,000 | 110,721,000 | 109,510,000 | ||
Accumulated Impairment, ending balance | (109,938,000) | (109,938,000) | (54,101,000) | (54,101,000) | ||
Goodwill, Net, ending balance | 0 | 0 | 56,620,000 | 55,409,000 | ||
Quest Integrity | ||||||
Goodwill [Roll Forward] | ||||||
Goodwill, Gross, beginning balance | 34,731,000 | 33,381,000 | ||||
Accumulated Impairment, beginning balance | 0 | 0 | ||||
Goodwill, Net, beginning balance | 34,731,000 | 33,381,000 | ||||
FX Adjustments | (693,000) | 854,000 | ||||
Impairment charge | (8,800,000) | (8,795,000) | ||||
Additions | 0 | 496,000 | ||||
Goodwill, Gross, ending balance | 34,038,000 | 34,038,000 | 34,731,000 | 33,381,000 | ||
Accumulated Impairment, ending balance | (8,795,000) | (8,795,000) | 0 | 0 | ||
Goodwill, Net, ending balance | $ 25,243,000 | $ 25,243,000 | $ 34,731,000 | $ 33,381,000 |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll and other compensation expenses | $ 44,284 | $ 42,668 |
Legal and professional accruals | 46,762 | 4,135 |
Insurance accruals | 7,314 | 6,659 |
Property, sales and other non-income related taxes | 8,018 | 8,722 |
Accrued commission | 1,111 | 1,048 |
Accrued interest | 6,469 | 2,437 |
Other | 7,141 | 7,475 |
Total | $ 121,099 | $ 73,144 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Income Tax [Line Items] | ||||
Effective tax rate | 6.40% | 5.80% | 1.30% | |
Benefit for income taxes | $ (11,209) | $ 14,715 | $ 436 | |
US Federal income tax rate | 21.00% | 21.00% | 21.00% | |
Valuation allowance | $ 89,191 | $ 53,417 | $ 900 | |
Deferred tax liabilities, undistributed foreign earnings | 3,944 | $ 5,918 | ||
Liabilities for uncertain tax positions | 1,900 | |||
Income tax examination, liability | 500 | |||
Foreign Tax | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 37,900 | |||
Federal | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 221,900 | |||
State | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 212,700 | |||
Expires in 2036 and 2037 | Federal | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 96,200 | |||
Indefinite | Foreign Tax | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 33,500 | |||
Indefinite | Federal | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 125,700 | |||
Indefinite | State | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 33,800 | |||
Expires in 2037 | ||||
Income Tax [Line Items] | ||||
Tax credit carryforward | 3,300 | |||
Expires in 2040 | State | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 178,900 | |||
Expires in 2030 | Foreign Tax | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 4,400 | |||
Alternative Minimum Tax | ||||
Income Tax [Line Items] | ||||
Tax credit carryforward | $ 92,700 |
INCOME TAXES - Components of Ta
INCOME TAXES - Components of Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
U.S. Federal | $ 1,460 | $ (14,853) | $ (105) |
State & local | 590 | 1,113 | 519 |
Foreign jurisdictions | 4,350 | 2,942 | 2,340 |
Total current, provision for income tax | 6,400 | (10,798) | 2,754 |
Deferred | |||
U.S. Federal | (1,115) | (1,228) | (4,349) |
State & local | 150 | (1,010) | (1,230) |
Foreign jurisdictions | 5,774 | (1,679) | 2,389 |
Total deferred, provision for income tax | 4,809 | (3,917) | (3,190) |
Total | |||
U.S. Federal | 345 | (16,081) | (4,454) |
State & local | 740 | 103 | (711) |
Foreign jurisdictions | 10,124 | 1,263 | 4,729 |
Total expense (benefit) for income tax on continuing operations | $ 11,209 | $ (14,715) | $ (436) |
INCOME TAXES - Components of Pr
INCOME TAXES - Components of Pre-Tax Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (157,778) | $ (240,064) | $ (34,720) |
Foreign | (17,032) | (11,854) | 1,867 |
Loss before income taxes | $ (174,810) | $ (251,918) | $ (32,853) |
INCOME TAXES - Income Tax Rate
INCOME TAXES - Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Pre-tax loss from continuing operations | $ (174,810) | $ (251,918) | $ (32,853) |
Computed income taxes at statutory rate | (36,710) | (52,903) | (6,899) |
State income taxes, net of federal benefit | 561 | (114) | (820) |
Foreign tax rate differential | 613 | 404 | (300) |
Non-cash compensation | 842 | 926 | 323 |
Deferred taxes on investment in foreign subsidiaries | (1,939) | 525 | 18 |
Non-deductible expenses | 767 | 518 | 658 |
Non-deductible compensation | (522) | 89 | 559 |
Foreign withholding | 1,708 | 1,063 | 670 |
Prior year tax adjustments | 993 | 707 | 954 |
Convertible debt | 0 | (2,949) | 0 |
Goodwill impairment | 9,892 | 12,586 | 0 |
Valuation allowance | 34,284 | 32,957 | 3,682 |
Cares Act rate benefit | 0 | (7,267) | 0 |
Rate change | (186) | (551) | 684 |
Other | 906 | (706) | 35 |
Total expense (benefit) for income tax on continuing operations | $ 11,209 | $ (14,715) | $ (436) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Accrued compensation and benefits | $ 7,831 | $ 9,058 | |
Receivables | 1,345 | 1,551 | |
Inventory | 316 | 336 | |
Share based compensation | 271 | 256 | |
Other accrued liabilities | 3,467 | 2,109 | |
Tax credit carry forward | 3,613 | 3,642 | |
Interest expense limitation | 22,312 | 7,040 | |
Goodwill and intangible costs | 9,221 | 6,754 | |
Net operating loss carry forwards | 68,972 | 58,759 | |
Other | 2,428 | 1,013 | |
Deferred tax assets | 119,776 | 90,518 | |
Less: Valuation allowance | (89,191) | $ (900) | (53,417) |
Deferred tax assets, net | 30,585 | 37,101 | |
Deferred tax liabilities: | |||
Property, plant and equipment | (20,267) | (23,783) | |
Unremitted earnings of foreign subsidiaries | (3,944) | (5,918) | |
Convertible debt | (7,359) | (1,755) | |
Other | (2,408) | (3,230) | |
Deferred tax liabilities | (33,978) | (34,686) | |
Net deferred tax asset (liability) | $ (3,393) | ||
Net deferred tax asset (liability) | $ 2,415 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits, income tax penalties and interest accrued | $ 600 | $ 400 | $ 300 |
Unrecognized tax benefits, income tax penalties and interest expense | 200 | 100 | (100) |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits - January 1 | 1,610 | 1,547 | 1,749 |
Additions based on current year tax positions | 0 | 7 | 0 |
Additions based on tax positions related to prior years | 543 | 89 | 227 |
Reductions based on tax positions related to prior years | (415) | ||
Settlements | 0 | 0 | 0 |
Reductions resulting from a lapse of the applicable statute of limitations | (868) | (33) | (14) |
Unrecognized tax benefits - December 31 | $ 1,285 | $ 1,610 | $ 1,547 |
LONG-TERM DEBT - Long-Term Debt
LONG-TERM DEBT - Long-Term Debt Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Total long-term debt and finance lease obligations | $ 405,860 | $ 312,496 | |
Finance lease obligations | 5,649 | ||
Current portion of long-term debt and finance lease obligations | (669) | (337) | |
Total long-term debt and finance lease obligations, less current portion | 405,191 | 312,159 | |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Total long-term debt and finance lease obligations | 312,549 | 222,809 | |
Secured Debt | Term Loan | |||
Debt Instrument [Line Items] | |||
Total long-term debt and finance lease obligations | 214,191 | 213,809 | |
Convertible debt | |||
Debt Instrument [Line Items] | |||
Total long-term debt and finance lease obligations | [1] | 87,662 | 84,534 |
Finance lease obligations | |||
Debt Instrument [Line Items] | |||
Finance lease obligations | 5,649 | 5,153 | |
Subordinated Debt | Subordinated Term Loan | |||
Debt Instrument [Line Items] | |||
Total long-term debt and finance lease obligations | 36,358 | 0 | |
Revolving Credit Facility | ABL Facility | |||
Debt Instrument [Line Items] | |||
Total long-term debt and finance lease obligations | $ 62,000 | $ 9,000 | |
[1] | Comprised of principal amount outstanding, less unamortized discount and issuance costs. See Convertible Debt section below for additional information. |
LONG-TERM DEBT - Schedule of Fu
LONG-TERM DEBT - Schedule of Future Maturities of Long-term Debt (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Maturities of long-term debt, excluding finance leases [Abstract] | |
2022 | $ 0 |
2023 | 93,130 |
2024 | 62,000 |
2025 | 0 |
2026 | 300,215 |
Thereafter | 0 |
Total | $ 455,345 |
LONG-TERM DEBT - Facility, Addi
LONG-TERM DEBT - Facility, Additional Information (Details) | Feb. 11, 2022USD ($)borrowing | Dec. 07, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 18, 2020USD ($) | Dec. 17, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Borrowings under ABL Facility, gross | $ 128,000,000 | $ 44,000,000 | $ 0 | ||||
Maximum capacity available | $ 15,000,000 | ||||||
Maximum percent of current borrowing base allowed | 0.1000 | ||||||
Additional interest rate potentially required | 0.020 | ||||||
Cash and cash equivalents | $ 65,315,000 | $ 24,586,000 | |||||
Secured Debt | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 55,000,000 | ||||||
ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing base | $ 108,500,000 | ||||||
Maximum cash on hand | $ 5,000,000 | ||||||
Fixed charge coverage ratio, minimum | 1 | ||||||
Cash and cash equivalents | $ 65,300,000 | ||||||
Restricted cash | 4,000,000 | ||||||
Available borrowing capacity | 4,200,000 | ||||||
Debt issuance costs, net | $ 4,800,000 | ||||||
ABL Facility | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.375% | ||||||
ABL Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.50% | ||||||
ABL Facility | Base Rate, including Federal Funds spread | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
ABL Facility | Base Rate, including LIBOR spread | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
ABL Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.25% | ||||||
ABL Facility | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.25% | ||||||
ABL Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.75% | ||||||
ABL Facility | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
ABL Facility | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.25% | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, increase limit | $ 100,000,000 | ||||||
Restricted cash | $ 4,100,000 | ||||||
Debt, face amount | 250,000,000 | ||||||
Term Loan | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Maximum unfinanced capital expenditures | $ 20,000,000 | ||||||
Covenant, leverage ratio, maximum | 7 | ||||||
Term Loan | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.50% | ||||||
Term Loan | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.00% | ||||||
Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 7.50% | ||||||
Term Loan | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Term Loan | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Delayed Draw Term Loan | Secured Debt | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 35,000,000 | ||||||
Commitment fees on unused borrowing capacity | 3.00% | ||||||
Prepayment trigger percentage | 130.00% | ||||||
Number of borrowings | borrowing | 4 | ||||||
Delayed Draw Term Loan | Secured Debt | LIBOR | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 10.00% | ||||||
Floor interest rate | 1.00% | ||||||
Letter of Credit | Line of Credit | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity | $ 26,000,000 | ||||||
Letter of Credit | ABL Facility | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity | 150,000,000 | ||||||
Borrowing under credit facility | $ 10,000,000 | $ 50,000,000 | |||||
Availability percentage | 20.00% | ||||||
Sublimit for issuance | $ 50,000,000 | ||||||
Sublimit for swingline borrowings | 35,000,000 | ||||||
Line of credit facility, increase limit | $ 75,000,000 | $ 50,000,000 | |||||
Letter of Credit | ABL Facility | Line of Credit | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing under credit facility | 10,000,000 | ||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity | $ 130,000,000 | ||||||
Commitment fees on unused borrowing capacity | 0.50% | ||||||
Maximum unfinanced capital expenditures | $ 20,000,000 | ||||||
Covenant, leverage ratio, maximum | 4 | ||||||
Increase in interest rate in event of default | 2.00% | ||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | Debt Instrument, Redemption, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment fee percent | 2.00% | ||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | Debt Instrument, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment fee percent | 1.00% | ||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | Debt Instrument, Redemption, Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment fee percent | 0.50% | ||||||
Revolving Credit Facility | Line of Credit | Base Rate | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Floor interest rate | 2.00% | ||||||
Revolving Credit Facility | Line of Credit | Base Rate | Subsequent Event | Variable Rate Component One | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.15% | ||||||
Revolving Credit Facility | Line of Credit | Base Rate | Subsequent Event | Variable Rate Component Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.40% | ||||||
Revolving Credit Facility | Line of Credit | Base Rate | Subsequent Event | Variable Rate Component Three | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.65% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Floor interest rate | 1.00% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR | Subsequent Event | Variable Rate Component One | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.15% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR | Subsequent Event | Variable Rate Component Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.40% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR | Subsequent Event | Variable Rate Component Three | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.65% | ||||||
Revolving Credit Facility | Line of Credit | Fed Funds Effective Rate Overnight Index Swap Rate | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Bridge Loan | Line of Credit | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Borrowing capacity | $ 35,000,000 | ||||||
Subordinated Term Loan Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Borrowings under ABL Facility, gross | $ 27,500,000 |
LONG-TERM DEBT - Atlantic Park
LONG-TERM DEBT - Atlantic Park Term Loan, Additional Information (Details) $ / shares in Units, $ in Millions | Oct. 29, 2021 | Dec. 18, 2020USD ($) | Dec. 31, 2021 | Dec. 18, 2026USD ($) | Dec. 17, 2026USD ($) | Feb. 11, 2022USD ($) | Nov. 09, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
One Month LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, face amount | $ 250 | |||||||
Debt instrument, interest rate, original issue discount | 3.00% | 3.00% | ||||||
Proceeds from issuance of debt | $ 242.5 | |||||||
Line of credit facility, increase limit | $ 100 | |||||||
Make whole period | 2 years | |||||||
Interest rate | 20.90% | |||||||
Right of refusal period | 10 days | |||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | shares | 1,417,051 | 3,582,949 | ||||||
Class of warrant or right, exercise price (in dollars per share) | $ / shares | $ 1.50 | $ 7.75 | ||||||
Term Loan | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Covenant, leverage ratio, maximum | 7 | |||||||
Maximum unfinanced capital expenditures | $ 20 | |||||||
Maximum net leverage ratio threshold | 4 | |||||||
Term Loan | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Term Loan | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 6.50% | |||||||
Term Loan | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.00% | |||||||
Term Loan | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 7.50% | |||||||
Term Loan | LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Term Loan | Forecasted | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, face amount | $ 10 | $ 50 |
LONG-TERM DEBT - Subordinated T
LONG-TERM DEBT - Subordinated Term Loan (Details) | Feb. 11, 2022USD ($)$ / shares | Dec. 08, 2021USD ($) | Nov. 09, 2021USD ($)director | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Standby Letters of Credit | |||||
Debt Instrument [Line Items] | |||||
Outstanding letter of credit | $ 23,500,000 | $ 19,500,000 | |||
Subsequent Event | PIPE Shares | |||||
Debt Instrument [Line Items] | |||||
Consideration received from sale of stock | $ 10,000,000 | ||||
Price per share (in dollars per share) | $ / shares | $ 0.84 | ||||
Subordinated Debt | Subordinated Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 50,000,000 | ||||
Proceeds from debt | $ 27,500,000 | $ 22,500,000 | |||
Interest rate | 12.00% | ||||
Number of directors | director | 7 | ||||
Subordinated Debt | Delayed Draw Term Loan | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 10,000,000 | ||||
Covenant, leverage ratio, maximum | 7 | ||||
Maximum unfinanced capital expenditures | $ 20,000,000 | ||||
Maximum net leverage ratio threshold | 4 | ||||
Secured Debt | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 55,000,000 | ||||
Secured Debt | Delayed Draw Term Loan | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 35,000,000 |
LONG-TERM DEBT - Warrants and S
LONG-TERM DEBT - Warrants and Subscription Agreement (Details) | Feb. 11, 2022 | Dec. 31, 2021nominee | Dec. 08, 2021shares | Nov. 09, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Debt Instrument [Line Items] | |||||
Number of qualified nominees | nominee | 1 | ||||
PIPE Shares | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Share holding period | 180 days | ||||
Period to appoint director | 7 days | ||||
Minimum percent of shares owned | 10.00% | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 1,417,051 | 3,582,949 | |||
Class of warrant or right, exercise price (in dollars per share) | $ / shares | $ 1.50 | $ 7.75 | |||
A&R Warrant | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 4,082,949 | ||||
Class of warrant or right, exercise price (in dollars per share) | $ / shares | $ 1.50 | ||||
Second A&R Warrant | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 5,000,000 | ||||
Class of warrant or right, exercise price (in dollars per share) | $ / shares | $ 1.50 | ||||
APSC Warrant | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 500,000 |
LONG-TERM DEBT - Convertible De
LONG-TERM DEBT - Convertible Debt, Additional Information (Details) | May 17, 2018USD ($) | Jul. 31, 2017USD ($)shares | Jul. 25, 2017$ / shares | Dec. 31, 2021USD ($)dayshares$ / shares | Dec. 31, 2018USD ($) | Jan. 13, 2022USD ($) |
Debt Instrument [Line Items] | ||||||
Debt instrument, convertible, threshold percentage of conversion price trigger for redemption | 130.00% | |||||
Debt instrument, convertible, threshold trading days for redemption | day | 20 | |||||
Threshold consecutive trading days for redemption | 30 days | |||||
Percentage of maximum number of shares that would require cash settlement | 60.00% | |||||
Percentage of the maximum number of shares authorized for issuance | 40.00% | |||||
Tax impact of convertible debt embedded derivative liability reclassification to equity | $ 7,800,000 | |||||
Loss on embedded derivative | $ 24,800,000 | |||||
Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 230,000,000 | $ 93,100,000 | ||||
Interest rate | 5.00% | 5.00% | ||||
Repurchased face amount | $ 136,900,000 | |||||
Initial conversion rate, convertible debt | 0.0460829 | |||||
Initial conversion price, convertible debt (in dollars per share) | $ / shares | $ 21.70 | |||||
Conversion premium | 40.00% | |||||
Share price (in dollars per share) | $ / shares | $ 15.50 | |||||
Threshold trading days | day | 20 | |||||
Threshold consecutive trading days | day | 30 | |||||
Threshold percentage of stock price trigger | 130.00% | |||||
Number of business days after the specified trading price criteria met that notes may be converted | day | 5 | |||||
Consecutive trading days, trading price criteria | 5 days | |||||
Convertible debt, threshold percentage, product of common stock price and conversion price | 98.00% | |||||
Number of shares into which debt is convertible (in shares) | shares | 10,599,067 | 4,291,705 | ||||
Shares outstanding, percentage threshold | 19.99% | 19.99% | ||||
Redemption price, percentage (equal to) | 100.00% | |||||
Repurchase of convertible debt | $ 222,300,000 | |||||
Convertible debt | Subsequent Event | PIK Securities | ||||||
Debt Instrument [Line Items] | ||||||
Debt, face amount | $ 51,969,000 | |||||
Interest rate | 5.00% | |||||
Convertible debt | Minimum | Subsequent Event | PIK Securities | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.00% | |||||
Denomination of issuance | $ 1 | |||||
Convertible debt | Maximum | Subsequent Event | PIK Securities | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.00% | |||||
Denomination of issuance | $ 1,000 | |||||
Credit Facility | Not Designated as Hedging Instrument | ||||||
Debt Instrument [Line Items] | ||||||
Embedded derivative liability | $ 45,400,000 |
LONG-TERM DEBT - Detail of Conv
LONG-TERM DEBT - Detail of Convertible Debt Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Principal | $ 455,345 | ||
Convertible debt embedded derivative | ASU 2020-06 (ASC 470-20) | |||
Debt Instrument [Line Items] | |||
Carrying amount of the equity component, net of issuance costs | [1] | 7,969 | $ 7,969 |
Convertible debt embedded derivative | ASU 2016-06 (ASC 815-15) | |||
Debt Instrument [Line Items] | |||
Carrying amount of the equity component, net of issuance costs | [1] | 37,276 | 37,276 |
Convertible debt | |||
Debt Instrument [Line Items] | |||
Principal | 93,130 | 93,130 | |
Unamortized issuance costs | (916) | (1,440) | |
Unamortized discount | (4,552) | (7,156) | |
Net carrying amount of the liability component | [2] | $ 87,662 | $ 84,534 |
[1] | Relates to the portion of the Notes accounted for under ASC 470-20 (defined below) and is included in the “Additional paid-in capital” line of the consolidated balance sheets.3 Relates to the portion of the Notes accounted for under ASC 815-15 (defined below) and is included in the “Additional paid-in capital” line of the consolidated balance sheets. | ||
[2] | Included in the “Long-term debt and finance lease obligations” line of the consolidated balance sheets. |
LONG-TERM DEBT - Components of
LONG-TERM DEBT - Components of Convertible Debt Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Amortization of debt discount and issuance costs | $ 13,784 | $ 8,829 | $ 7,695 |
Total interest expense | 46,308 | 29,818 | $ 29,713 |
Convertible debt | |||
Debt Instrument [Line Items] | |||
Coupon interest | 4,657 | 11,329 | |
Amortization of debt discount and issuance costs | 3,129 | 6,938 | |
Total interest expense | $ 7,786 | $ 18,267 | |
Effective interest rate | 9.12% | 9.12% |
LEASES Additional Information (
LEASES Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Options to extend leases (up to) | 10 years | ||
Options to terminate leases | 1 year | ||
Operating lease costs | $ 39.4 | $ 38.8 | $ 43 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating and finance leases, remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating and finance leases, remaining lease term | 14 years |
LEASES Components of Lease Expe
LEASES Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease costs | $ 27,773 | $ 26,431 |
Variable lease costs | 5,546 | 5,440 |
Finance lease costs: | ||
Amortization of right-of-use assets | 666 | 441 |
Interest on lease liabilities | 344 | 320 |
Total lease cost | $ 34,329 | $ 32,632 |
LEASES Cash Flow Lease Informat
LEASES Cash Flow Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 17,887 | $ 20,883 | |
Operating cash flows from finance leases | 346 | 327 | |
Financing cash flows from finance leases | 517 | 278 | |
Right-of-use assets obtained in exchange for lease obligations | |||
Operating leases | 8,106 | 4,624 | |
Finance leases | $ 1,016 | $ 60 | $ 326 |
LEASES Amounts Recognized in th
LEASES Amounts Recognized in the Balance Sheet for Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases: | ||
Operating lease right-of-use assets | $ 60,700 | $ 63,869 |
Current portion of operating lease obligations | 16,176 | 17,375 |
Operating lease obligations | 49,221 | 52,207 |
Finance Leases: | ||
Property, plant and equipment, net | 5,123 | 4,779 |
Current portion of long-term debt and finance lease obligations | 669 | 337 |
Long-term debt and finance lease obligations | $ 4,980 | $ 4,816 |
Weighted average remaining lease term | ||
Operating leases | 6 years | 6 years |
Finance leases | 10 years | 12 years |
Weighted average discount rate | ||
Operating leases | 6.80% | 6.70% |
Finance lease | 6.40% | 6.20% |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt and finance lease obligations | Current portion of long-term debt and finance lease obligations |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt and finance lease obligations | Long-term debt and finance lease obligations |
LEASES Operating, Finance and C
LEASES Operating, Finance and Capital Leases - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases, Future Minimum Payments Due under ASC 842 | |
2022 | $ 19,348 |
2023 | 15,193 |
2024 | 11,967 |
2025 | 8,668 |
2026 | 6,874 |
Thereafter | 18,423 |
Total future minimum lease payments | 80,473 |
Less: Interest | 15,076 |
Present value of lease liabilities | 65,397 |
Finance Lease, Future Minimum Payments Due under ASC 842 | |
2022 | 982 |
2023 | 893 |
2024 | 732 |
2025 | 569 |
2026 | 555 |
Thereafter | 4,003 |
Total future minimum lease payments | 7,734 |
Less: Interest | 2,085 |
Present value of lease liabilities | $ 5,649 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Detail) $ / shares in Units, shares in Millions, $ in Millions | Mar. 15, 2020 | Dec. 31, 2021USD ($)performance_condition$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards outstanding to officers, directors and key employees | shares | 1.7 | ||||
Share-based compensation | $ 7 | $ 6.3 | $ 10.1 | ||
Unrecognized compensation expense related to share-based compensation | $ 7.3 | ||||
Remaining weighted-average period | 1 year 7 months 6 days | ||||
Recognized income tax benefit | $ 0.7 | 0.4 | 2 | ||
Weighted-average remaining contractual life of options exercisable | 1 year 7 months 6 days | ||||
Range of prices, lower limit | $ / shares | $ 32.05 | ||||
Range of prices, upper limit | $ / shares | $ 50.47 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 4.4 | 4.6 | $ 5.8 | ||
Restricted Stock Units (RSUs) | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Stock and Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in USD per share) | $ / shares | $ 2.78 | $ 12.55 | $ 17.35 | ||
Intrinsic value of units vested | $ 1.2 | 2.3 | $ 5.7 | ||
Long Term Performance Stock Unit Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | 2.6 | $ 1.7 | $ 4.3 | ||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in USD per share) | $ / shares | $ 13.31 | $ 16.66 | |||
Intrinsic value of units vested | 0.3 | $ 1.3 | $ 1 | ||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 0 | $ 0 | |||
Award vesting period | 4 years | ||||
Stock option year term | 10 years | ||||
2018 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total number of shares authorized to be issued under our stock incentive plans | shares | 3 | ||||
2018 | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation award, number of performance conditions | performance_condition | 2 | ||||
Vested award performance target level, percentage | 25.00% | ||||
Award Vesting Rights, Performance Metric, Percentage | 0.00% | ||||
2018 | Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Possible payouts | 0.00% | ||||
2018 | Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Possible payouts | 200.00% | ||||
2017 and 2018 | Long Term Performance Stock Unit Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Performance Period | 2 years |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Units and Director Stock Grants (Detail) - Stock and Stock Units - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
No. of Stock Units | |||
Beginning of year (in shares) | 854 | ||
Granted (in shares) | 464 | ||
Vested and settled (in shares) | (414) | ||
Cancelled (in shares) | (100) | ||
End of year (in shares) | 804 | ||
Weighted Average Fair Value | |||
Beginning of year (in USD per share) | $ 12.55 | ||
Granted (in USD per share) | 2.78 | $ 12.55 | $ 17.35 |
Vested and settled (in USD per share) | 11.97 | ||
Cancelled (in USD per share) | 12.17 | ||
Stock and stock units, end of year (in USD per share) | $ 7.27 |
SHARE-BASED COMPENSATION - Perf
SHARE-BASED COMPENSATION - Performance Awards (Detail) - Performance Shares - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Weighted Average Fair Value | ||||
Granted (in USD per share) | $ 13.31 | $ 16.66 | ||
Market Conditions | ||||
No. of Stock Units | ||||
Beginning of year (in shares) | [1] | 554 | ||
Granted (in shares) | [1] | 575 | ||
Vested and settled (in shares) | [1] | (28) | ||
Cancelled (in shares) | [1] | (417) | ||
End of year (in shares) | [1] | 684 | 554 | |
Weighted Average Fair Value | ||||
Beginning of year (in USD per share) | $ 13.69 | |||
Granted (in USD per share) | 6.70 | |||
Vested and settled (in USD per share) | 25.24 | |||
Cancelled (in USD per share) | 14.68 | |||
Stock and stock units, end of year (in USD per share) | $ 6.30 | $ 13.69 | ||
Other than Market Conditions | ||||
No. of Stock Units | ||||
Beginning of year (in shares) | [1] | 274 | ||
Granted (in shares) | [1] | 109 | ||
Vested and settled (in shares) | [1] | 0 | ||
Cancelled (in shares) | [1] | (164) | ||
End of year (in shares) | [1] | 219 | 274 | |
Weighted Average Fair Value | ||||
Beginning of year (in USD per share) | $ 12.55 | |||
Granted (in USD per share) | 11.69 | |||
Vested and settled (in USD per share) | 0 | |||
Cancelled (in USD per share) | 15.50 | |||
Stock and stock units, end of year (in USD per share) | $ 9.91 | $ 12.55 | ||
[1] | Performance units with variable payouts are shown at target level of performance. |
SHARE-BASED COMPENSATION - St_2
SHARE-BASED COMPENSATION - Stock Options (Detail) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
No. of Options | ||
Shares under option, beginning of year (in shares) | 17 | 19 |
Exercised stock options (in shares) | 0 | |
Cancelled stock options (in shares) | 0 | |
Expired of stock options (in shares) | (2) | |
Shares under option, end of year (in shares) | 17 | 19 |
Exercisable at end of year (in shares) | 17 | |
Weighted Average Exercise Price | ||
Shares under option, beginning of year (in USD per share) | $ 37.27 | $ 36.90 |
Exercised (in USD per share) | 0 | |
Cancelled (in USD per share) | 0 | |
Expired (in USD per share) | 32.69 | |
Shares under option, end of year (in USD per share) | 37.27 | $ 36.90 |
Exercisable at end of year (in USD per share) | $ 37.27 |
EMPLOYEE BENEFIT PLANS - Define
EMPLOYEE BENEFIT PLANS - Defined Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Team, Inc. Salary Deferral Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions to the defined contribution plan | $ 2.1 | $ 9.8 |
EMPLOYEE BENEFIT PLANS - Genera
EMPLOYEE BENEFIT PLANS - General Information (Detail) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019plansubsidiary | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan, expected future employer contributions, next fiscal year | $ 4.1 | |||
Discount rate | 2.00% | 1.30% | ||
Expected long-term return on plan assets | 2.10% | 2.90% | ||
Accumulated benefit obligation | $ 91.3 | $ 100.2 | ||
Forecasted | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected long-term return on plan assets | 2.80% | |||
Global Absolute Return Bond Fund | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Plan asset target return period | 3 years | |||
Weighted Average | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected long-term return on plan assets | 2.80% | |||
Weighted Average | Equity Securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected long-term return on plan assets | 4.90% | |||
Weighted Average | Debt securities | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected long-term return on plan assets | 2.10% | |||
LIBOR | Global Absolute Return Bond Fund | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Target return on asset category | 3.00% | |||
Foreign plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan, number of plans | subsidiary | 2 | |||
UNITED KINGDOM | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan, number of plans | plan | 1 |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Net Pension Cost (Credit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 0 | $ 0 | $ 0 |
Interest cost | 1,282 | 1,764 | 2,323 |
Settlement cost | 70 | 257 | 221 |
Expected return on plan assets | (2,006) | (2,309) | (2,378) |
Amortization of prior service cost | 32 | 32 | 32 |
Amortization of net actuarial (gain) loss | 0 | 0 | 0 |
Net pension cost (credit) | $ (622) | $ (256) | $ 198 |
EMPLOYEE BENEFIT PLANS - Sche_2
EMPLOYEE BENEFIT PLANS - Schedule of Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Assumptions Used in Calculating Benefit Obligation | ||
Discount rate | 2.00% | 1.30% |
Inflation | 3.30% | 2.90% |
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost (Credit) | ||
Discount rate | 1.30% | 2.00% |
Expected long-term return on plan assets | 2.10% | 2.90% |
Inflation | 2.90% | 3.00% |
EMPLOYEE BENEFIT PLANS - Change
EMPLOYEE BENEFIT PLANS - Changes in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Projected benefit obligation: | |||
Beginning of year | $ 100,244 | $ 92,407 | |
Service cost | 0 | 0 | $ 0 |
Interest cost | 1,282 | 1,764 | 2,323 |
Actuarial (gain) loss | (4,237) | 8,717 | |
Benefits paid | (5,137) | (6,288) | |
Prior service cost | 0 | 0 | |
Disposal of Norwegian Plan | 0 | 0 | |
Foreign currency translation adjustment and other | (890) | 3,644 | |
End of year | 91,262 | 100,244 | 92,407 |
Fair value of plan assets: | |||
Beginning of year | 94,962 | 83,086 | |
Actual gain (loss) on plan assets | 1,195 | 10,854 | |
Employer contributions | 4,118 | 3,851 | |
Benefits paid | (5,137) | (6,288) | |
Foreign currency translation adjustment and other | (974) | 3,459 | |
End of year | 94,164 | 94,962 | $ 83,086 |
Excess projected obligation under (over) fair value of plan assets at end of year | 2,902 | (5,282) | |
Amounts recognized in accumulated other comprehensive loss: | |||
Net actuarial loss | (4,624) | (7,347) | |
Prior service cost | (601) | (674) | |
Total | $ (5,225) | $ (8,021) |
EMPLOYEE BENEFIT PLANS - Sche_3
EMPLOYEE BENEFIT PLANS - Schedule of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 4,086 |
2023 | 4,177 |
2024 | 4,073 |
2025 | 4,256 |
2026 | 4,198 |
2027-2031 | 21,680 |
Total | $ 42,470 |
EMPLOYEE BENEFIT PLANS - Sche_4
EMPLOYEE BENEFIT PLANS - Schedule of Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | $ 94,164 | $ 94,962 | $ 83,086 |
UK Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 94,281 | 94,961 | |
UK Pension Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,411 | 15,600 | |
UK Pension Plan | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 91,870 | 79,361 | |
UK Pension Plan | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Cash | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,411 | 15,600 | |
UK Pension Plan | Cash | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,411 | 15,600 | |
UK Pension Plan | Cash | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Cash | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Diversified Growth Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 23,582 | 22,640 | |
UK Pension Plan | Diversified Growth Fund | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Diversified Growth Fund | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 23,582 | 22,640 | |
UK Pension Plan | Diversified Growth Fund | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Global Equity Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 2,922 | |
UK Pension Plan | Global Equity Fund | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Global Equity Fund | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 2,922 | |
UK Pension Plan | Global Equity Fund | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Fixed Income Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 9,487 | 17,478 | |
UK Pension Plan | Fixed Income Securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Fixed Income Securities | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 9,487 | 17,478 | |
UK Pension Plan | Fixed Income Securities | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Government Index Linked Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 16,393 | 15,331 | |
UK Pension Plan | Government Index Linked Securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Government Index Linked Securities | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 16,393 | 15,331 | |
UK Pension Plan | Government Index Linked Securities | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Global Absolute Return Bond Fund | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 12,111 | 12,235 | |
UK Pension Plan | Global Absolute Return Bond Fund | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Global Absolute Return Bond Fund | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 12,111 | 12,235 | |
UK Pension Plan | Global Absolute Return Bond Fund | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Corporate Bonds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 30,297 | 8,755 | |
UK Pension Plan | Corporate Bonds | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
UK Pension Plan | Corporate Bonds | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 30,297 | 8,755 | |
UK Pension Plan | Corporate Bonds | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS - Sche_5
EMPLOYEE BENEFIT PLANS - Schedule of Asset Allocations (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 100.00% | 100.00% |
Target Asset Allocations | 100.00% | 100.00% |
Equity securities and diversified growth funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 24.90% | 26.90% |
Target Asset Allocations | 27.50% | 27.50% |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 72.50% | 56.70% |
Target Asset Allocations | 72.50% | 72.50% |
Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 2.60% | 16.40% |
Target Asset Allocations | 0.00% | 0.00% |
Minimum | Equity securities and diversified growth funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocations | 25.00% | |
Minimum | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocations | 70.00% | |
Maximum | Equity securities and diversified growth funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocations | 30.00% | |
Maximum | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocations | 75.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Jun. 01, 2021USD ($) | Aug. 26, 2020complaint | Dec. 31, 2021USD ($) | Apr. 20, 2021facility | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | |||||
Number of facilities with potential violations | facility | 7 | ||||
Self-insured retention and deductible | $ 3,000 | ||||
Legal and professional accruals | 46,762 | $ 4,135 | |||
Thai Action | |||||
Loss Contingencies [Line Items] | |||||
New claims filed | complaint | 2 | ||||
Kelli Most Litigation | |||||
Loss Contingencies [Line Items] | |||||
Amount awarded to other party | $ 222,000 | ||||
Kelli Most Litigation | Minimum | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | 13,000 | ||||
Kelli Most Litigation | Maximum | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | 51,000 | ||||
Simon, Vige, and Roberts Matter | |||||
Loss Contingencies [Line Items] | |||||
Self-insured retention and deductible | 3,000 | ||||
Legal and professional accruals | 44,000 | ||||
Amount not covered by insurance | $ 5,000 |
SEGMENT AND GEOGRAPHIC DISCLO_3
SEGMENT AND GEOGRAPHIC DISCLOSURES - Additional Information (Detail) | Dec. 01, 2020USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Segment Reporting Information [Line Items] | ||||||
Number of operating segments | segment | 3 | |||||
Goodwill impairment charges | $ 0 | $ 64,632,000 | $ 191,788,000 | $ 0 | ||
IHT | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment charges | $ 191,788,000 | |||||
MS | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment charges | $ 55,800,000 | 55,837,000 | ||||
Quest Integrity | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment charges | $ 8,800,000 | $ 8,795,000 |
SEGMENT AND GEOGRAPHIC DISCLO_4
SEGMENT AND GEOGRAPHIC DISCLOSURES - Segment Data for our Three Operating Segments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||
Revenues | [1] | $ 874,553 | $ 852,539 | $ 1,163,314 |
Operating income (loss) | (125,982) | (217,362) | (2,146) | |
Capital expenditures | [2] | 20,498 | 17,667 | 31,734 |
Depreciation and amortization | 41,518 | 45,908 | 49,059 | |
IHT | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 415,371 | 374,740 | ||
MS | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 378,826 | 392,484 | ||
Quest Integrity | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 80,356 | 85,315 | ||
Operating Segments | IHT | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 415,371 | 374,740 | 512,950 | |
Operating income (loss) | [3] | 12,997 | (174,638) | 24,084 |
Capital expenditures | [2] | 11,742 | 3,218 | 7,983 |
Depreciation and amortization | 12,959 | 14,891 | 17,616 | |
Operating Segments | MS | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 378,826 | 392,484 | 535,372 | |
Operating income (loss) | (47,728) | 25,879 | 55,385 | |
Capital expenditures | [2] | 3,692 | 8,767 | 10,755 |
Depreciation and amortization | 20,500 | 21,854 | 21,835 | |
Operating Segments | Quest Integrity | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 80,356 | 85,315 | 114,992 | |
Operating income (loss) | 900 | 16,474 | 28,757 | |
Capital expenditures | [2] | 3,600 | 3,743 | 4,550 |
Depreciation and amortization | 2,616 | 3,587 | 3,557 | |
Corporate and shared support services | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (92,151) | (85,077) | (110,372) | |
Capital expenditures | [2] | 1,464 | 1,939 | 8,446 |
Depreciation and amortization | $ 5,443 | $ 5,576 | $ 6,051 | |
[1] | Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. | |||
[2] | Excludes finance leases. Totals may vary from amounts presented in the consolidated statements of cash flows due to the timing of cash payments. | |||
[3] | Includes goodwill impairment loss of $191.8 million for IHT for the year ended December 31, 2020. 2 Includes goodwill impairment loss of $55.8 million for MS for the year ended December 31, 2021. 3 Includes goodwill impairment loss of $8.8 million for Quest for the year ended December 31, 2021. |
SEGMENT AND GEOGRAPHIC DISCLO_5
SEGMENT AND GEOGRAPHIC DISCLOSURES - Geographic Breakdown of Revenues and Total Long-Lived Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Revenues | [1] | $ 874,553 | $ 852,539 | $ 1,163,314 |
Total Long-Lived Assets | [2] | 311,957 | 337,460 | 376,018 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Revenues | [1] | 600,665 | 606,818 | 838,385 |
Total Long-Lived Assets | [2] | 270,684 | 289,507 | 328,832 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Revenues | [1] | 108,659 | 87,028 | 127,574 |
Total Long-Lived Assets | [2] | 8,595 | 8,291 | 8,625 |
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Revenues | [1] | 108,433 | 104,667 | 126,794 |
Total Long-Lived Assets | [2] | 27,295 | 34,674 | 32,517 |
Other foreign countries | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total Revenues | [1] | 56,796 | 54,026 | 70,561 |
Total Long-Lived Assets | [2] | $ 5,383 | $ 4,988 | $ 6,044 |
[1] | Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. | |||
[2] | Excludes goodwill, intangible assets not being amortized that are to be held and used, financial instruments and deferred tax assets. |
RESTRUCTURING AND OTHER RELAT_3
RESTRUCTURING AND OTHER RELATED CHARGES - Schedule of Restructuring Charges by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges (credits), net | $ 2,916 | $ 3,365 | $ 1,676 |
Operating Group Reorganization | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges (credits), net | 2,916 | 0 | 0 |
Operating Group Reorganization | Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges (credits), net | 2,916 | ||
Operating Group Reorganization | Employee Severance | IHT | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges (credits), net | 459 | 0 | 0 |
Operating Group Reorganization | Employee Severance | MS | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges (credits), net | 514 | 0 | 0 |
Operating Group Reorganization | Employee Severance | Quest Integrity | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges (credits), net | 381 | 0 | 0 |
Operating Group Reorganization | Employee Severance | Corporate and shared support services | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other related charges (credits), net | $ 1,562 | $ 0 | $ 0 |
RESTRUCTURING AND OTHER RELAT_4
RESTRUCTURING AND OTHER RELATED CHARGES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance charges incurred to date | $ 2.9 | |
OneTEAM Program | Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance charges incurred to date | $ 3.4 | $ 11.8 |
Operating Group Reorganization | ||
Restructuring Cost and Reserve [Line Items] | ||
Professional fees | $ 1.9 |
RESTRUCTURING AND OTHER RELAT_5
RESTRUCTURING AND OTHER RELATED CHARGES - Rollforward of Restructuring Liability - OneTEAM Program (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring and other related charges (credits), net | $ 2,916 | $ 3,365 | $ 1,676 |
Operating Group Reorganization | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring and other related charges (credits), net | 2,916 | 0 | $ 0 |
Employee Severance | Operating Group Reorganization | |||
Restructuring Reserve [Roll Forward] | |||
Balance, beginning of period | 0 | ||
Restructuring and other related charges (credits), net | 2,916 | ||
Payments | (2,204) | ||
Balance, end of period | $ 712 | $ 0 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary of Changes in AOCI (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 214,603 | $ 436,670 |
Other comprehensive income (loss), net of tax | 946 | 2,512 |
Ending balance | 51,867 | 214,603 |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (23,045) | (26,742) |
Other comprehensive income (loss) | (2,213) | 3,697 |
Ending balance | (25,258) | (23,045) |
Foreign Currency Hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 2,988 | 4,186 |
Other comprehensive income (loss) | 0 | (1,198) |
Ending balance | 2,988 | 2,988 |
Defined benefit pension plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (8,021) | (8,021) |
Other comprehensive income (loss) | 4,148 | 0 |
Ending balance | (3,873) | (8,021) |
Tax Provision | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 400 | 387 |
Other Comprehensive income (loss), tax | (989) | 13 |
Ending balance | (589) | 400 |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (27,678) | (30,190) |
Ending balance | $ (26,732) | $ (27,678) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Related Tax Effects of AOCI (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Gross Amount | $ 1,935 | $ 2,499 | $ 3,985 |
Tax Effect | (989) | 13 | 217 |
Other comprehensive income (loss), net of tax | 946 | 2,512 | 4,202 |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Gross Amount | (2,213) | 3,697 | 3,865 |
Tax Effect | (1) | (340) | 393 |
Other comprehensive income (loss), net of tax | (2,214) | 3,357 | 4,258 |
Foreign Currency Hedge | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Gross Amount | 0 | (1,198) | 282 |
Tax Effect | 0 | 294 | (69) |
Other comprehensive income (loss), net of tax | 0 | (904) | 213 |
Defined benefit pension plans | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Gross Amount | 4,148 | 0 | (162) |
Tax Effect | (988) | 59 | (107) |
Other comprehensive income (loss), net of tax | $ 3,160 | $ 59 | $ (269) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Alvarez And Marsal | |
Related Party Transaction [Line Items] | |
Expenses from transactions with related party | $ 8 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Mar. 07, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Proceeds from disposal of assets | $ 3,528 | $ 2,645 | $ 934 | |
Subsequent Event | Superior Plant Rentals (SPR) | ||||
Subsequent Event [Line Items] | ||||
Proceeds from disposal of assets | $ 3,000 |