Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,368,422 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000318833 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.30 par value | |
Trading Symbol | TISI | |
Security Exchange Name | NYSE | |
Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Security Exchange Name | NYSE | |
No Trading Symbol | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 21,483 | $ 58,075 |
Accounts receivable, net of allowance of $5,326 and $5,262 respectively | 185,800 | 186,689 |
Inventory | 38,874 | 36,331 |
Income tax receivable | 1,226 | 779 |
Prepaid expenses and other current assets | 65,453 | 65,679 |
Total current assets | 312,836 | 347,553 |
Property, plant and equipment, net | 127,714 | 138,099 |
Intangible assets, net | 65,816 | 75,407 |
Operating lease right-of-use assets | 43,101 | 48,462 |
Defined benefit pension asset | 3,618 | 398 |
Other assets, net | 7,388 | 6,351 |
Deferred tax asset | 981 | 375 |
Total assets | 561,454 | 616,645 |
Current liabilities: | ||
Current portion of long-term debt and finance lease obligations | 5,302 | 280,993 |
Current portion of operating lease obligations | 14,517 | 13,823 |
Accounts payable | 32,039 | 32,524 |
Other accrued liabilities | 104,750 | 119,267 |
Income tax payable | 2,464 | 2,257 |
Total current liabilities | 159,072 | 448,864 |
Long-term debt and finance lease obligations | 295,778 | 4,942 |
Operating lease obligations | 32,436 | 38,819 |
Deferred tax liabilities | 5,325 | 3,661 |
Other long-term liabilities | 4,228 | 2,599 |
Total liabilities | 496,839 | 498,885 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, 500,000 shares authorized, none issued | 0 | 0 |
Common stock, par value $0.30 per share, 12,000,000 shares authorized; 4,368,422 and 4,342,909 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 1,311 | 1,303 |
Additional paid-in capital | 457,924 | 457,133 |
Accumulated deficit | (354,277) | (301,679) |
Accumulated other comprehensive loss | (40,343) | (38,997) |
Total equity | 64,615 | 117,760 |
Total liabilities and equity | $ 561,454 | $ 616,645 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 21, 2022 | Dec. 20, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | |||||
Allowance for credit loss, current | $ 5,326 | $ 5,262 | $ 7,843 | ||
Preferred stock, shares authorized (in shares) | 500,000 | ||||
Preferred stock, shares issued (in shares) | 0 | ||||
Common stock, par value (in usd per share) | $ 0.30 | $ 0.30 | |||
Common stock, shares authorized (in shares) | 12,000,000 | 12,000,000 | 12,000,000 | 120,000,000 | |
Common stock, shares issued (in shares) | 4,368,422 | 4,342,909 | |||
Common stock, shares, outstanding (in shares) | 4,368,422 | 4,342,909 | 4,342,909 | 43,429,089 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |||
Income Statement [Abstract] | ||||||
Revenues | $ 206,715 | $ 218,339 | $ 648,484 | $ 628,917 | ||
Operating expenses | 153,928 | 162,322 | 487,779 | 479,656 | ||
Gross margin | 52,787 | 56,017 | 160,705 | 149,261 | ||
Selling, general and administrative expenses | 54,045 | 57,746 | 165,113 | 184,174 | ||
Restructuring and other related charges, net | 0 | 0 | 0 | 16 | ||
Operating loss | (1,258) | (1,729) | (4,408) | (34,929) | ||
Interest expense, net | (10,067) | (26,653) | (43,499) | (63,708) | ||
Loss on debt extinguishment | (3) | 0 | (1,585) | 0 | ||
Other income, net | 266 | 3,227 | 914 | 9,664 | ||
Loss from continuing operations before income taxes | (11,062) | (25,155) | (48,578) | (88,973) | ||
Provision for income taxes | (1,072) | (1,465) | (4,020) | (4,182) | ||
Net loss from continuing operations | (12,134) | (26,620) | (52,598) | (93,155) | ||
Discontinued operations: | ||||||
Net income from discontinued operations, net of income tax | 0 | 3,747 | 0 | 16,268 | ||
Net Income (Loss) Attributable to Parent, Total | $ (12,134) | $ (22,873) | $ (52,598) | [1] | $ (76,887) | [1] |
Basic net loss per common share: | ||||||
Loss from continuing operations, Basic (in usd per share) | $ (2.78) | $ (6.16) | $ (12.07) | $ (22.51) | ||
Income from discontinued operations, basic (in usd per share) | 0 | 0.87 | 0 | 3.93 | ||
Basic (in usd per share) | $ (2.78) | $ (5.29) | $ (12.07) | $ (18.58) | ||
Weighted-average number of shares outstanding: | ||||||
Weighted-average number of basic shares outstanding (in shares) | 4,368 | 4,322 | 4,358 | 4,139 | ||
[1]Condensed consolidated statement of cash flows for the nine months ended September 30, 2022 includes discontinued operations. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |||
Statement of Comprehensive Income [Abstract] | ||||||
Net loss | $ (12,134) | $ (22,873) | $ (52,598) | [1] | $ (76,887) | [1] |
Other comprehensive loss before tax: | ||||||
Foreign currency translation adjustment | (3,366) | (7,035) | (1,311) | (12,152) | ||
Other comprehensive loss, before tax | (3,366) | (7,035) | (1,311) | (12,152) | ||
Tax provision attributable to other comprehensive loss | 11 | 0 | (35) | 0 | ||
Other comprehensive loss, net of tax | (3,355) | (7,035) | (1,346) | (12,152) | ||
Total comprehensive loss | $ (15,489) | $ (29,908) | $ (53,944) | $ (89,039) | ||
[1]Condensed consolidated statement of cash flows for the nine months ended September 30, 2022 includes discontinued operations. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings (Deficit) | Retained Earnings (Deficit) Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | |
Beginning balance (in shares) at Dec. 31, 2021 | 3,122,000 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 51,867 | $ (1,827) | $ 936 | $ 453,247 | $ (5,651) | $ (375,584) | $ 3,824 | $ (26,732) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (32,462) | (32,462) | |||||||
Net settlement of vested stock awards | 2 | 2 | |||||||
Issuance of common stock (in shares) | 1,190,000 | ||||||||
Issuance of common stock | 9,768 | $ 357 | 9,411 | ||||||
Foreign currency translation adjustment, net of tax | 346 | 346 | |||||||
Non-cash compensation | (624) | (624) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 4,312,000 | ||||||||
Ending balance at Mar. 31, 2022 | 27,070 | $ 1,293 | 456,385 | (404,222) | (26,386) | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 3,122,000 | ||||||||
Beginning balance at Dec. 31, 2021 | 51,867 | $ (1,827) | $ 936 | 453,247 | $ (5,651) | (375,584) | $ 3,824 | (26,732) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | [1] | (76,887) | |||||||
Foreign currency translation adjustment, net of tax | (12,152) | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 4,322,000 | ||||||||
Ending balance at Sep. 30, 2022 | (28,730) | $ 1,296 | 457,505 | (448,647) | (38,884) | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 4,312,000 | ||||||||
Beginning balance at Mar. 31, 2022 | 27,070 | $ 1,293 | 456,385 | (404,222) | (26,386) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (21,552) | (21,552) | |||||||
Issuance of common stock (in shares) | 10,000 | ||||||||
Issuance of common stock | (71) | $ 3 | (74) | ||||||
Foreign currency translation adjustment, net of tax | (5,463) | (5,463) | |||||||
Non-cash compensation | 565 | 565 | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 4,322,000 | ||||||||
Ending balance at Jun. 30, 2022 | 549 | $ 1,296 | 456,876 | (425,774) | (31,849) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (22,873) | (22,873) | |||||||
Foreign currency translation adjustment, net of tax | (7,035) | (7,035) | |||||||
Non-cash compensation | 629 | 629 | |||||||
Ending balance (in shares) at Sep. 30, 2022 | 4,322,000 | ||||||||
Ending balance at Sep. 30, 2022 | $ (28,730) | $ 1,296 | 457,505 | (448,647) | (38,884) | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 4,342,909 | 4,343,000 | |||||||
Beginning balance at Dec. 31, 2022 | $ 117,760 | $ 1,303 | 457,133 | (301,679) | (38,997) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (24,711) | (24,711) | |||||||
Net settlement of vested stock awards (in shares) | 14,000 | ||||||||
Net settlement of vested stock awards | (48) | $ 4 | (52) | ||||||
Foreign currency translation adjustment, net of tax | 755 | 755 | |||||||
Non-cash compensation | 382 | 382 | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 4,357,000 | ||||||||
Ending balance at Mar. 31, 2023 | $ 94,138 | $ 1,307 | 457,463 | (326,390) | (38,242) | ||||
Beginning balance (in shares) at Dec. 31, 2022 | 4,342,909 | 4,343,000 | |||||||
Beginning balance at Dec. 31, 2022 | $ 117,760 | $ 1,303 | 457,133 | (301,679) | (38,997) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | [1] | (52,598) | |||||||
Foreign currency translation adjustment, net of tax | $ (1,346) | ||||||||
Ending balance (in shares) at Sep. 30, 2023 | 4,368,422 | 4,368,000 | |||||||
Ending balance at Sep. 30, 2023 | $ 64,615 | $ 1,311 | 457,924 | (354,277) | (40,343) | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 4,357,000 | ||||||||
Beginning balance at Mar. 31, 2023 | 94,138 | $ 1,307 | 457,463 | (326,390) | (38,242) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (15,753) | (15,753) | |||||||
Net settlement of vested stock awards (in shares) | 11,000 | ||||||||
Net settlement of vested stock awards | (12) | $ 4 | (16) | ||||||
Foreign currency translation adjustment, net of tax | 1,254 | 1,254 | |||||||
Non-cash compensation | 245 | 245 | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 4,368,000 | ||||||||
Ending balance at Jun. 30, 2023 | 79,872 | $ 1,311 | 457,692 | (342,143) | (36,988) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (12,134) | (12,134) | |||||||
Foreign currency translation adjustment, net of tax | (3,355) | (3,355) | |||||||
Non-cash compensation | $ 232 | 232 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 4,368,422 | 4,368,000 | |||||||
Ending balance at Sep. 30, 2023 | $ 64,615 | $ 1,311 | $ 457,924 | $ (354,277) | $ (40,343) | ||||
[1]Condensed consolidated statement of cash flows for the nine months ended September 30, 2022 includes discontinued operations. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Cash flows from operating activities: | |||
Net loss | [1] | $ (52,598) | $ (76,887) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | [1] | 28,481 | 28,591 |
Write-off of deferred loan costs | [1] | 0 | 2,748 |
Write-off of software cost | [1] | 629 | 0 |
Loss on debt extinguishment | [1] | 1,585 | 0 |
Amortization of debt issuance costs, debt discounts, and deferred financing costs | [1] | 16,926 | 25,666 |
Paid-in-kind interest | [1] | 10,906 | 15,464 |
Allowance for credit losses | [1] | 687 | (362) |
Foreign currency (gains) losses | [1] | (776) | 571 |
Deferred income taxes | [1] | 986 | 382 |
Gain on asset disposal | [1] | (268) | (4,296) |
Non-cash compensation costs | [1] | 859 | 571 |
Other, net | [1] | (3,282) | (3,469) |
Changes in operating assets and liabilities: | |||
Accounts receivable | [1] | 140 | (31,313) |
Inventory | [1] | (2,513) | (3,076) |
Prepaid expenses and other assets | [1] | (5,207) | (7,048) |
Accounts payable | [1] | 363 | (6,038) |
Other accrued liabilities | [1] | (18,763) | 5,911 |
Income taxes | [1] | (224) | 6,220 |
Net cash used in operating activities | [1] | (22,069) | (46,365) |
Cash flows from investing activities: | |||
Capital expenditures | [1] | (7,433) | (21,002) |
Proceeds from disposal of assets | [1] | 414 | 7,165 |
Net cash used in investing activities | [1] | (7,019) | (13,837) |
Cash flows from financing activities: | |||
Borrowings under 2020 ABL Facility | [1] | 0 | 10,300 |
Payments under 2020 ABL Facility | [1] | 0 | (72,300) |
Repayment of Convertible Debt | [1] | (41,161) | 0 |
Borrowings under Corre Incremental Term Loans | [1] | 42,500 | 0 |
Payments for debt issuance costs | [1] | (8,446) | (13,609) |
Issuance of common stock, net of issuance costs | [1] | 0 | 9,696 |
Other | [1] | (746) | (615) |
Net cash provided by (used in) financing activities | [1] | (7,395) | 63,288 |
Effect of exchange rate changes on cash | [1] | (109) | (1,373) |
Net (decrease) increase in cash and cash equivalents | [1] | (36,592) | 1,713 |
Cash and cash equivalents at beginning of period | [1] | 58,075 | 65,315 |
Cash and cash equivalents at end of period | [1] | 21,483 | 67,028 |
Revolving Credit loans | |||
Cash flows from financing activities: | |||
Borrowings under 2022 ABL Credit Facility | [1] | 27,292 | 106,531 |
Payments under 2022 ABL Credit Facility (Revolving Credit Loans) | [1] | (16,293) | (11,715) |
Atlantic Park Term Loan | |||
Cash flows from financing activities: | |||
Repayment of secured loans | [1] | (37,092) | 0 |
ME/RE Loans | |||
Cash flows from financing activities: | |||
Repayment of secured loans | [1] | (847) | 0 |
Borrowings under ME/RE Loans | [1] | 27,398 | 0 |
Delayed Draw Term Loan | |||
Cash flows from financing activities: | |||
Borrowings under 2022 ABL Credit Facility | [1] | $ 0 | $ 35,000 |
[1]Condensed consolidated statement of cash flows for the nine months ended September 30, 2022 includes discontinued operations. |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business. Unless otherwise indicated, the terms “we,” “our,” “us,” and “Team” are used in this report to refer to either Team, Inc., to one or more of its consolidated subsidiaries or to all of them taken as a whole. We are a global leading provider of specialty industrial services offering clients access to a full suite of conventional, specialized, and proprietary mechanical, heat-treating, and inspection services. 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 two segments: Inspection and Heat Treating (“IHT”) and Mechanical Services (“MS”). Through the capabilities and resources in these two segments, we believe that we are uniquely qualified to provide integrated solutions: 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 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. 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. We market our services to companies in a diverse array of heavy industries which include: • Energy (refining, power, renewables, nuclear, offshore oil and gas, and liquefied natural gas); • Manufacturing and Process (chemical, petrochemical, pulp and paper industries, automotive and mining); • Midstream and Others (valves, terminals and storage, and pipeline); • Public Infrastructure (amusement parks, bridges, ports, construction and building, roads, dams, and railways); and • Aerospace and Defense. Reverse Stock Split. On December 21, 2022, we completed a reverse stock split of our outstanding common stock at a ratio of one-for-ten (the “Reverse Stock Split”). The Reverse Stock Split effected a proportionate reduction in our authorized shares of common stock from 120,000,000 shares to 12,000,000 shares and reduced the number of shares of common stock outstanding from approximately 43,429,089 shares to approximately 4,342,909 shares. We have made proportionate adjustments to the number of common shares issuable upon exercise or conversion of our outstanding warrants, equity awards and convertible securities, as well as the applicable exercise prices and weighted average fair value of the equity awards. No fractional shares were issued in connection with the Reverse Stock Split. Basis of presentation. These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain disclosures have been condensed or omitted from the interim financial statements included in this report. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“our Annual Report on Form 10-K”). Consolidation. The condensed 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. Reclassifications. Certain amounts in prior periods have been reclassified to conform to the current year presentation, including the separate presentation and reporting of discontinued operations. Such reclassifications did not have any effect on our financial condition or results of operations as previously reported. Significant Accounting Policies. Our significant accounting policies are disclosed in Note 1 - Summary of Significant Accounting Policies and Practices in our Annual Report on Form 10-K. On an ongoing basis, we evaluate the estimates and assumptions, including among other things, those related to long-lived assets. Since the date of our Annual Report on Form 10-K, there have been no material changes to our significant accounting policies. Discontinued operations. On November 1, 2022, we completed the sale of Quest Integrity (the “Quest Integrity Transaction”). The criteria for reporting Quest Integrity as a discontinued operation were met during the third quarter of 2022 pursuant to that certain Equity Purchase Agreement by and between us and Baker Hughes Holdings LLC, dated as of August 14, 2022 (the “Sale Agreement”), and, as such, the prior year amounts related to Quest Integrity are presented as a discontinued operation. Unless otherwise specified, the financial information and discussion in this Quarterly Report on Form 10-Q are based on our continuing operations (IHT and MS segments) and exclude any results of our discontinued operations (Quest Integrity). Refer to Note 2 - Discontinued Operations for additional details. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On November 1, 2022, we completed the Quest Integrity Transaction with Baker Hughes for an aggregate purchase price of approximately $279.0 million, in accordance with the Sale Agreement. We used approximately $238.0 million of the net proceeds from the sale of Quest Integrity to pay down $225.0 million of our term loan debt, and to pay certain fees associated with that repayment and related accrued interest, with the remainder reserved for general corporate purposes, thereby reducing our future debt service obligations and leverage, and improving our liquidity. During the fourth quarter of 2022, we recorded total gain of $203.4 million, net of tax and working capital adjustments, on the sale of Quest Integrity. We settled the working capital adjustment in the second quarter of 2023. Quest Integrity previously represented a reportable segment. Following the completion of the Quest Integrity Transaction, we now operate in two segments, IHT and MS. Refer to Note 1 – Description of Business and Basis of Presentation for additional details regarding our IHT and MS operating segments. Our condensed consolidated statements of operations for the three and nine months ended September 30, 2022 report discontinued operations separate from continuing operations. Our condensed consolidated statements of comprehensive loss and statements of shareholders’ equity (deficit) for the three and nine months ended September 30, 2022, as well as statements of cash flows for the nine months ended September 30, 2022, combine continuing and discontinued operations. A summary of financial information related to our discontinued operations is presented in the tables below. The following table represents the reconciliation of the major line items consisting of pretax income from discontinued operations to the after-tax income from discontinued operations (in thousands): Three Months Ended Nine Months Ended Major classes of line items constituting income (loss) from discontinued operations Revenues $ 29,441 $ 88,704 Operating expenses (12,052) (39,508) Selling, general and administrative expenses (8,832) (26,422) Interest expense, net (78) (108) Other expense (2,675) (4,934) Income from discontinued operations before income taxes 5,804 17,732 Provision for income taxes (2,057) (1,464) Net income from discontinued operations $ 3,747 $ 16,268 The following table presents the depreciation and amortization and capital expenditures of Quest Integrity (in thousands): Nine Months Ended September 30, 2022 (unaudited) Cash flows provided by operating activities of discontinued operations: Depreciation and amortization $ 1,143 Cash flows provided by investing activities of discontinued operations: Capital expenditures $ 3,703 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE 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): Geographic area: Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 (unaudited) (unaudited) United States and Canada Other Countries Total United States and Canada Other Countries Total Revenue: IHT $ 100,800 $ 3,057 $ 103,857 $ 108,009 $ 2,303 $ 110,312 MS 67,286 35,572 102,858 76,135 31,892 108,027 Total $ 168,086 $ 38,629 $ 206,715 $ 184,144 $ 34,195 $ 218,339 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 (unaudited) (unaudited) United States and Canada Other Countries Total United States and Canada Other Countries Total Revenue: IHT $ 312,344 $ 10,082 $ 322,426 $ 312,928 $ 7,105 $ 320,033 MS 221,943 104,115 326,058 217,749 91,135 308,884 Total $ 534,287 $ 114,197 $ 648,484 $ 530,677 $ 98,240 $ 628,917 Revenue by Operating segment and service type (in thousands): Three Months Ended September 30, 2023 (unaudited) Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 83,207 $ 39 $ 12,946 $ 7,665 $ 103,857 MS — 101,624 55 1,179 102,858 Total $ 83,207 $ 101,663 $ 13,001 $ 8,844 $ 206,715 Three Months Ended September 30, 2022 (unaudited) Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 87,267 $ 19 $ 16,357 $ 6,669 $ 110,312 MS — 106,776 125 1,126 108,027 Total $ 87,267 $ 106,795 $ 16,482 $ 7,795 $ 218,339 Nine Months Ended September 30, 2023 (unaudited) Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 259,118 $ 261 $ 42,391 $ 20,656 $ 322,426 MS — 323,484 544 2,030 326,058 Total $ 259,118 $ 323,745 $ 42,935 $ 22,686 $ 648,484 Nine Months Ended September 30, 2022 (unaudited) Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 255,419 $ 158 $ 45,983 $ 18,473 $ 320,033 MS — 305,277 238 3,369 308,884 Total $ 255,419 $ 305,435 $ 46,221 $ 21,842 $ 628,917 For additional information on our reportable operating segments and geographic information, refer to Note 15 - Segment and Geographic Disclosures . Contract balances . The timing of revenue recognition, billings, and cash collections results in the recognition of trade accounts receivable, contract assets and contract liabilities on the condensed 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 Note 4 - Receivables for additional information on our trade receivables and the allowance for credit losses. 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 a contract recognized as assets primarily consist of labor and material costs and generally relate to engineering and set-up costs incurred prior to when 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 condensed consolidated balance sheets and were not material as of September 30, 2023 and December 31, 2022. 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 permitted by ASC 606, Revenue from Contracts with Customers , 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, 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. As most of our contracts with customers are short-term in nature and billed on a time and material basis, there were no material amounts of remaining performance obligations as of September 30, 2023 and December 31, 2022. |
RECEIVABLES
RECEIVABLES | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
RECEIVABLES | RECEIVABLES A summary of accounts receivable as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Trade accounts receivable $ 141,303 $ 160,572 Unbilled receivables 49,823 31,379 Allowance for credit losses (5,326) (5,262) Total $ 185,800 $ 186,689 We measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This 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. The following table shows a rollforward of the allowance for credit losses (in thousands): September 30, 2023 December 31, 2022 (unaudited) Balance at beginning of period $ 5,262 $ 7,843 Provision for expected credit losses 1,317 1,059 Recoveries collected (619) (1,114) Write-offs (540) (2,479) Foreign exchange effects (94) (47) Balance at end of period $ 5,326 $ 5,262 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY A summary of inventory as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Raw materials $ 9,819 $ 8,978 Work in progress 2,989 2,945 Finished goods 26,066 24,408 Total $ 38,874 $ 36,331 |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS | PREPAID AND OTHER CURRENT ASSETS A summary of prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Insurance receivable $ 39,000 $ 39,000 Prepaid expenses 16,526 15,238 Other current assets 9,927 11,441 Total $ 65,453 $ 65,679 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 - Other Accrued Liabilities . These receivables are covered by our third-party insurance providers for any litigation matter that has been settled, or 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 software implementation costs, deferred financing charges and other receivables. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT A summary of property, plant and equipment as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Land $ 4,006 $ 4,006 Buildings and leasehold improvements 61,820 50,833 Machinery and equipment 280,842 277,852 Furniture and fixtures 10,708 10,558 Capitalized ERP system development costs 45,903 45,917 Computers and computer software 19,802 19,457 Automobiles 3,325 3,536 Construction in progress 5,898 19,196 Total 432,304 431,355 Accumulated depreciation (304,590) (293,256) Property, plant and equipment, net $ 127,714 $ 138,099 Included in the table above are assets under finance leases of $8.3 million and $7.4 million, and related accumulated amortization of $2.9 million and $2.3 million as of September 30, 2023 and December 31, 2022, respectively. Depreciation expense for the three months ended September 30, 2023 and 2022 was $5.4 million and $5.5 million, respectively. Depreciation expense for the nine months ended September 30, 2023 and 2022 was $16.5 million and $17.3 million, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS A summary of intangible assets as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 (unaudited) Gross Accumulated Net Customer relationships $ 164,221 $ (99,511) $ 64,710 Trade names 20,248 (19,698) 550 Technology 2,300 (1,744) 556 Licenses 683 (683) — Intangible assets $ 187,452 $ (121,636) $ 65,816 December 31, 2022 Gross Accumulated Net Customer relationships $ 165,231 $ (91,296) $ 73,935 Trade names 20,563 (19,830) 733 Technology 2,707 (1,978) 729 Licenses 840 (830) 10 Intangible assets $ 189,341 $ (113,934) $ 75,407 Amortization expense of intangible assets for the three months ended September 30, 2023 and 2022 was $3.2 million and $3.4 million, respectively. Amortization expense of intangible assets for the nine months ended September 30, 2023 and 2022 was $9.6 million and $10.2 million, respectively. The weighted-average amortization period for intangible assets subject to amortization was 13.7 years as of September 30, 2023 and December 31, 2022. |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES A summary of other accrued liabilities as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Legal and professional accruals $ 49,223 $ 46,665 Payroll and other compensation expenses 35,561 48,507 Insurance accruals 6,124 7,483 Property, sales and other non-income related taxes 5,474 7,348 Accrued interest 3,694 3,963 Volume discount 2,337 2,050 Other accruals 2,337 3,251 Total $ 104,750 $ 119,267 Legal and professional accruals include accruals for legal and professional fees as well as accrued legal claims, refer to Note 14 - Commitments and Contingencies for legal claims information. Certain legal claims are covered by our third-party insurance providers and the related insurance receivable for these claims is recorded in prepaid expenses and other current assets, refer to Note 6 - Prepaid and Other Current Assets . 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 accruals include various business accruals. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESWe recorded an income tax provision of $1.1 million and $4.0 million for the three and nine months ended September 30, 2023, compared to a provision of $1.5 million and $4.2 million for the three and nine months ended September 30, 2022. The effective tax rate, inclusive of discrete items, was a provision of 9.7% for the three months ended September 30, 2023, compared to a provision of 5.8% for the three months ended September 30, 2022. For the nine months ended September 30, 2023, our effective tax rate, inclusive of discrete items, was a provision of 8.3%, compared to a provision of 4.7% for the nine months ended September 30, 2022. The effective tax rate differed from the statutory tax rate due to changes in the valuation allowance in certain jurisdictions. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT As of September 30, 2023 and December 31, 2022, our total long-term debt and finance lease obligations are summarized as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) 2022 ABL Credit Facility $ 110,915 $ 99,916 ME/RE Loans 1 24,739 — Uptiered Loan / Subordinated Term Loan 1 125,588 107,905 Incremental Term Loan 1 34,034 — APSC Term Loan 1 — 31,562 Total 295,276 239,383 Convertible Debt 1 — 40,650 Finance lease obligations 5,804 5,902 Total long-term debt and finance lease obligations 301,080 285,935 Current portion of long-term debt and finance lease obligations (5,302) (280,993) Total long-term debt and finance lease obligations, less current portion $ 295,778 $ 4,942 _________________ 1 Comprised of principal amount outstanding, less unamortized discount and issuance costs. See below for additional information. 2022 ABL Credit Facility 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, (the “ABL Agent”) (such agreement, as amended by Amendment No. 1 dated as of May 6, 2022, Amendment No. 2 dated as of November 1, 2022 and Amendment No.3 dated June 16, 2023, the “2022 ABL Credit Agreement”). Available funding commitments to us under the 2022 ABL Credit Agreement, 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 the ABL Agent (the “Revolving Credit Loans”), with a $35.0 million sublimit for swingline borrowings, 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 Loan”) provided by Corre Partners Management, LLC and certain of its affiliates (“Corre”) (collectively, the “2022 ABL Credit Facility”). Our obligations under the 2022 ABL Credit Agreement are guaranteed by certain of our direct and indirect subsidiaries referenced below as the “ABL Guarantors” and, together with the Company, the “ABL Loan Parties.” Our obligations under the 2022 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 is based on a percentage of the value of qualifying accounts receivable and inventory, reduced by certain reserves. The terms of the 2022 ABL Credit Facility are described in the table below (dollar amounts are presented in thousands): Revolving Credit Loans Delayed Draw Term Loan Original maturity date 2/11/2025 2/11/2025 Amended maturity date 8/11/2025 8/11/2025 Original stated interest rate LIBOR + applicable margin (base + applicable margin) LIBOR+10% (Base+9%) Amended interest rate SOFR + applicable margin (base + applicable margin) SOFR + 10% (Base + 9%) Actual interest rate: 9/30/2023 10.09% 15.44% 9/30/2022 7.21% 12.56% Interest payments monthly monthly Cash paid for interest YTD 9/30/2023 $4,932 $3,951 YTD 9/30/2022 $3,656 $1,683 Unamortized balance of deferred financing cost 9/30/2023 $227 $— 12/31/2022 $2,312 $798 Available amount at 9/30/2023 $4,911 $— The “applicable margin” in the table above 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 Adjusted Term Secured Overnight Financing Rate (“SOFR”) loans with a 1.00% SOFR floor, in each case depending on the amount of EBITDA (as defined in ABL Amendment No. 3 to the 2022 ABL Credit Facility) as of the most recent measurement period as reported in a monthly compliance certificate. The fee for undrawn revolving amounts is 0.50%. We incurred additional $0.3 million of financing cost related to the 2022 ABL Credit Facility in connection with Amendment No. 3 thereto (“ABL Amendment No. 3”) dated June 16, 2023. These costs were capitalized and amortized on a straight-line basis over the new term of the 2022 ABL Credit Facility. The Company may make voluntary prepayments of the loans under the 2022 ABL Credit Facility from time to time, subject, in the case of the Delayed Draw Term Loan, 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 2022 ABL Credit Facility to the sum of the Delayed Draw Term Loan plus revolving facility usage outstanding is less than 130%. Amounts repaid under the Revolving Credit Loans may be re-borrowed, subject to compliance with the borrowing base and the other conditions set forth in the 2022 ABL Credit Agreement. Amounts repaid under the Delayed Draw Term Loan cannot be re-borrowed. Certain permanent repayments of the 2022 ABL Credit Facility loans are subject to the payment of a premium of 1.00% from June 16, 2023 until August 11, 2024, and 0.50% after August 11, 2024 until August 11, 2025. The 2022 ABL Credit Agreement contains customary conditions to borrowings and covenants, as described therein. As of September 30, 2023, we are in compliance with the covenants. As of September 30, 2023, $10.1 million in letters of credit was issued under the 2022 ABL Credit Agreement. Such amounts remain undrawn and are off-balance sheet. ME/RE Loans The ABL Amendment No. 3, in addition to making certain other changes to the 2022 ABL Credit Facility, provided us with $27.4 million of new term loans (the “ME/RE Loans”). Our obligations in respect of the ME/RE Loans are guaranteed by certain direct and indirect material subsidiaries of the Company (the “ABL Guarantors” and, together with the Company, the “ABL Loan Parties”). The ME/RE Loans under the 2022 ABL Credit Agreement are secured on a first priority basis by, among other things, certain real estate and machinery and equipment (the “Specified ME/RE Collateral”), accounts receivable, deposit accounts, securities accounts and inventory of the ABL Loan Parties (collectively, the “ABL Priority Collateral”) and on a second priority basis by substantially all of the other assets of the ABL Loan Parties, subject to the terms of the Intercreditor Agreement (as defined below). The ME/RE Loans were drawn in full on June 16, 2023 and were used to pay off the amounts owed under the existing APSC Term Loan, discussed below. The terms of ME/RE Loans are described in the table below (dollar amounts are presented in thousands): Original maturity date 8/11/2025 Original stated interest rate SOFR + 5.75% + 0.11% credit spread adjustment Principal payments $254 monthly Effective interest rate 9/30/2023 16.75% 9/30/2022 N/A Actual interest rate 9/30/2023 11.19% 9/30/2022 N/A Interest payments monthly Cash paid for interest YTD 9/30/2023 $640 YTD 9/30/2022 N/A Balances at 9/30/2023 Principal balance $26,551 Unamortized balance of debt issuance cost $(1,812) Net carrying balance $24,739 Available amount at 9/30/2023 $— The Company may make voluntary prepayments of the ME/RE Loans from time to time. Mandatory prepayments are required in certain instances when sales of assets are completed that are related to the Specified ME/RE Collateral, and with annual excess cash flow (as defined in the 2022 ABL Credit Agreement), subject to certain prepayment premiums (subject to certain exceptions), plus accrued and unpaid interest. The remaining unpaid principal balance of the ME/RE loans at maturity will be $21.0 million. Direct and incremental costs associated with the issuance of the ABL Amendment No. 3 were approximately $2.1 million and were deferred and presented as a direct deduction from the carrying amount of the related debt and are amortized on a straight-line basis over the term of the ME/RE Loans. APSC Term Loan On June 16, 2023, we used the proceeds from the ME/RE Loans and borrowings under the 2022 ABL Credit Facility to repay the total outstanding APSC Term Loan balance of $35.5 million plus the applicable prepayment premium, resulting in a loss on debt extinguishment of $1.6 million. On December 18, 2020, we had entered into that certain Term Loan Credit Agreement with Atlantic Park Strategic Capital Fund, L.P., as agent (“APSC”), pursuant to which we borrowed $250.0 million (the “APSC Term Loan”). The terms of APSC Term Loan are described in the table below (dollar amounts are presented in thousands): Original maturity date 12/18/2026 Original stated interest rate variable Effective interest rate 9/30/2023 N/A 9/30/2022 25.72% Actual interest rate: 9/30/2023 N/A 9/30/2022 10.24% Interest payments Quarterly Cash paid for interest YTD 9/30/2023 $2,849 YTD 9/30/2022 $9,693 PIK interest added to principal YTD 9/30/2023 $— YTD 9/30/2022 $6,627 Balances at 12/31/2022 Principal balance $35,510 Unamortized balance of debt issuance cost $(3,948) Net carrying balance $31,562 Amended and Restated Term Loan Credit Agreement - Uptiered Loan / Subordinated Term Loan and Incremental Term Loan On November 9, 2021, we entered into a credit agreement (as amended by Amendment No. 1 dated as of November 30, 2021, Amendment No. 2 dated as of December 6, 2021, Amendment No. 3 dated as of December 7, 2021, Amendment No. 4 dated as of December 8, 2021, Amendment No. 5 dated as of February 11, 2022, Amendment No. 6 dated as of May 6, 2022, Amendment No. 7 dated as of June 28, 2022, Amendment No. 8 dated as of October 4, 2022, Amendment No. 9 dated as of November 1, 2022, Amendment No. 10 dated as of November 4, 2022, Amendment No. 11 dated as of November 21, 2022 and Amendment No. 12 dated as of March 29, 2023, the “Subordinated Term Loan Credit Agreement”) with Cantor Fitzgerald Securities, as agent, and the lenders party thereto providing for an unsecured approximately $123.1 million delayed draw subordinated term loan facility. 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. On October 4, 2022, an additional approximately $57.0 million was added to the outstanding principal amount under the Subordinated Term Loan Credit Agreement in exchange for an equivalent amount of the Company’s senior unsecured 5.00% Convertible Senior Notes (the “Notes”) held by Corre. On June 16, 2023, the Company, entered into an amendment and restatement of that certain subordinated term loan credit agreement dated as of November 9, 2021 (as amended and restated, the “A&R Term Loan Credit Agreement”) among the Company, as borrower, the guarantors party thereto, the lenders from time to time party thereto and Cantor Fitzgerald Securities, as agent (the “A&R Term Loan Agent”). Additional funding commitments to the Company under the A&R Term Loan Credit Agreement, subject to certain conditions, included a $57.5 million senior secured first lien term loan (the “Incremental Term Loan”) provided by Corre and certain of its affiliates, consisting of a $37.5 million term loan tranche and a $20.0 million delayed draw tranche. Amounts outstanding under the existing subordinated term loan credit agreement (the “Uptiered Loan”) have become senior secured obligations of the Company and the A&R Term Loan Guarantors (as defined below) and are secured on a pari passu basis with the Incremental Term Loan, on the terms described below. On July 31, 2023, $42.5 million, made up of $37.5 million of the term loan tranche and $5.0 million of the delayed draw tranche, of the $57.5 million Incremental Term Loan under the A&R Term Loan Credit Agreement was drawn down and the proceeds thereof were used to repay the Notes that matured on August 1, 2023. The remaining availability of the delayed draw tranche of $15.0 million will be used, subject to certain maximum liquidity conditions, for working capital purposes. The Company’s obligations under the A&R Term Loan Credit Agreement are guaranteed by certain direct and indirect material subsidiaries of the Company (the “A&R Term Loan Guarantors” and, together with the Company, the “A&R Term Loan Parties”). The obligations of the A&R Term Loan Parties are secured on a second priority basis by the ABL Priority Collateral and on a first priority basis by substantially all of the other assets of the A&R Term Loan Parties, subject to the terms of an intercreditor agreement (the “Intercreditor Agreement”) between the A&R Term Loan Agent, the ABL Agent and the A&R Term Loan Parties, that sets forth the priorities in respect of the collateral and certain related agreements with respect thereto. The Company may make voluntary prepayments of the loans under the A&R Term Loan Credit Agreement from time to time, and the Company is required in certain instances related to change of control, asset sales, equity issuances, non-permitted debt issuances and with annual excess cash flow (as defined in the A&R Term Loan Credit Agreement), to make mandatory prepayments of the loans under the A&R Term Loan Credit Agreement, subject to certain prepayment premiums as specified in the A&R Term Loan Credit Agreement (subject to certain exceptions), plus accrued and unpaid interest. The A&R Term Loan Credit Agreement contains certain customary conditions to borrowings, events of default and affirmative, negative, and financial covenants (as described in the A&R Term Loan Credit Agreement). As of September 30, 2023, we are in compliance with the covenants. Further, the A&R Term Loan Credit Agreement includes certain customary events of default, the occurrence of which may require an additional 2.00% interest on the outstanding loans and other obligations under the A&R Term Loan Credit Agreement and the debt may become payable immediately. The terms of Uptiered Loan / Subordinated Term Loan and Incremental Term Loan are described in the table below (dollar amounts are presented in thousands): Uptiered Loan / Subordinated Term Loan Incremental Term Loan Maturity date 12/31/2027 (12/31/2026 if outstanding balance is greater than $50 million) 12/31/2026 Stated interest rate 12% PIK through 12/31/2023, then cash and PIK split as described below 12% paid in cash Principal payments at maturity $300 quarterly Effective interest rate 9/30/2023 12.86% 23.69% 9/30/2022 46.79% N/A Interest payments cash quarterly/PIK monthly quarterly PIK interest added to principal YTD 9/30/2023 $10,829 N/A YTD 9/30/2022 $4,596 N/A Balances at 9/30/2023 Principal balance 1 $126,272 $43,371 Unamortized balance of debt issuance cost $(684) $(9,337) Net carrying balance $125,588 $34,034 Balances at 12/31/2022 Principal balance 1 $115,443 N/A Unamortized balance of debt issuance cost $(7,538) N/A Net carrying balance $107,905 N/A Available amount at 9/30/2023 2 $— $15,000 ___________ 1 The principal balance of the Uptiered Loan / Subordinated Term Loan is made up of $22.5 million drawn on November 9, 2021, $27.5 million drawn on December 8, 2021, and $57.0 million added as part of the exchange agreement on October 4, 2022. In addition, the principal balance also includes PIK interest recorded to date of $18.2 million and $7.4 million as of September 30, 2023 and December 31, 2022, respectively, and, with respect to the Incremental Term Loan, PIK fees of $0.9 million. 2 $5.0 million was drawn from the available balance on October 6, 2023. The Uptiered Loan under the A&R Term Loan Credit Agreement bears interest at an annual rate of 12.00%, paid-in-kind (noncash) (“PIK”) from June 16, 2023 through December 31, 2023, and thereafter a split between cash and PIK, with the cash portion ranging from 2.50% per annum to 12.00% per annum, and the PIK portion ranging from 9.50% per annum to 0.00% per annum, depending on the Company’s Net Leverage Ratio (as defined in the A&R Term Loan Credit Agreement). In addition, if certain minimum liquidity thresholds set forth in the A&R Term Loan Credit Agreement are not met for an applicable interest payment date, all interest in respect of the Uptiered Loan payable on such interest payment date will be PIK, irrespective of the Net Leverage Ratio at such time. In addition, if certain conditions related to repayments in respect of the Incremental Term Loan are not met, certain additional quarterly fees (not to exceed 4 such fees) plus a 150 basis point increase to the applicable interest rate will be payable to the lenders under the A&R Term Loan Credit Agreement in cash or common stock of the Company, at the Company’s option. Warrants As of September 30, 2023 and December 31, 2022, APSC Holdco II, L.P. held 500,000 warrants and certain Corre holders collectively held 500,000 warrants in each case providing for the purchase of one share of the Company’s common stock per warrant at an exercise price of $15.00. The warrants will expire on December 8, 2028. 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. Convertible Notes Description of Convertible Notes On July 31, 2023, $42.5 million of the $57.5 million under the Incremental Term Loan was drawn down and the proceeds thereof were used to repay the principal and accrued interest of the outstanding Notes on their maturity date of August 1, 2023. On July 31, 2017, we issued $230.0 million principal amount of 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”). Net proceeds received from the Offering were approximately $222.3 million after deducting discounts, commissions and expenses and were used to repay outstanding borrowings under a previous credit facility. The Notes bore interest at a rate of 5.0% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2018. Cash interest paid amounted to $2.1 million and $2.1 million for the nine months ended September 30, 2023 and 2022, respectively. PIK interest of $4.2 million was added to principal during the nine months ended September 30, 2022. There was no PIK interest in 2023. Fair Value of Debt The fair value of our 2022 ABL Credit Facility, Uptiered Loan, Incremental Term Loan and ME/RE Loans are representative of the carrying value based upon the variable interest rate 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 the Notes as of December 31, 2022 was $37.5 million, (inclusive of the fair value of the conversion option) and a “Level 2” measurement, determined based on the observed trading price of these instruments. The Notes were fully paid off on August 1, 2023. 1970 Group Substitute Insurance Reimbursement Facility On September 29, 2022, the 1970 Group extended us credit in the form of a substitute reimbursement facility (the “Substitute Reimbursement Facility”) to provide up to approximately $21.4 million of letters of credit on our behalf in support of our workers’ compensation, commercial automotive and general liability insurance policies (the “Insurance Policies”). We are required to reimburse the 1970 Group for any draws made under the letters of credit within five business days of notice of any such draw. The Substitute Insurance Reimbursement Facility Agreement was renewed on August 29, 2023 to update the letters of credit limit up to approximately $24.9 million with the termination date on the earlier of (i) the expiration or termination of our Insurance Policies or (ii) September 29, 2024. According to the provisions of ASC 470 – Debt, the arrangement is a Substitute Insurance Reimbursement Facility limited to the amounts drawn under the letters of credit. Therefore, until there is a draw on the Substitute Insurance Reimbursement Facility, the letters of credit are treated as an off-balance sheet credit arrangement. The fees paid by us periodically under this arrangement are deferred and amortized to interest expense over the term of the arrangement. As of September 30, 2023, we had approximately $2.8 million of unamortized deferred fees. Liquidity As of September 30, 2023, we had $16.5 million of unrestricted cash and cash equivalents and $5.0 million of restricted cash. International cash balances as of September 30, 2023 were $11.2 million, and approximately $0.7 million of such cash is located in countries where currency restrictions exist. As of September 30, 2023, we had approximately $19.9 million of available borrowing capacity under our various credit agreements, consisting of $4.9 million available under the Revolving Credit Loans and $15.0 million available under the Incremental Term Loan under the A&R Term Loan Credit Agreement. We have $37.6 million in letters of credit and $1.7 million in surety bonds outstanding and $2.1 million in miscellaneous cash |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS We have a defined benefit pension plan covering certain United Kingdom employees (the “U.K. Plan”). Net periodic pension credit includes the following components (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Interest cost $ 678 $ 358 $ 2,054 $ 1,171 Expected return on plan assets (913) (533) (2,765) (1,744) Amortization of prior service cost 8 7 23 23 Unrecognized Net Actuarial Loss 70 — 212 — Net periodic pension credit $ (157) $ (168) $ (476) $ (550) Net pension credit is included in “Other income, net” on our condensed consolidated statement of operations. The expected long-term rate of return on invested assets is determined based on the weighted average of expected returns on asset investment categories for the U.K. Plan as follows: 6.4% overall, 9.5% for equities and 5.3% for debt securities. We expect to contribute $3.7 million to the U.K. Plan for 2023, of which $2.8 million has been contributed through September 30, 2023. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY Shareholder’s Equity and Preferred Stock On December 21, 2022, we completed a reverse stock split of our outstanding common stock at a ratio of one-for-ten. The Reverse Stock Split effected a proportionate reduction in our authorized shares of common stock from 120,000,000 shares to 12,000,000 shares and reduced the number of shares of common stock outstanding as of such date from approximately 43,429,089 shares to approximately 4,342,909 shares. We have made proportionate adjustments to the number of common shares issuable upon exercise or conversion of our outstanding warrants, equity awards and convertible securities, as well as the applicable exercise prices and weighted average fair value of the equity awards. No fractional shares were issued in connection with the Reverse Stock Split. As of September 30, 2023 there were 4,368,422 shares of our common stock outstanding and 12,000,000 shares authorized at $0.30 par value per share. As of September 30, 2023 we had 500,000 authorized shares of preferred stock, none of which had been issued. Accumulated Other Comprehensive Income (loss) A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Nine Months Ended Nine Months Ended (unaudited) (unaudited) Foreign Defined Benefit Pension Plans Tax Total Foreign Defined Benefit Pension Plans Tax Total Balance, beginning of period $ (28,859) $ (10,474) $ 336 $ (38,997) $ (23,286) $ (3,277) $ (169) $ (26,732) Other comprehensive loss (1,311) — (35) (1,346) (12,152) — — (12,152) Balance, end of period $ (30,170) $ (10,474) $ 301 $ (40,343) $ (35,438) $ (3,277) $ (169) $ (38,884) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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 condensed consolidated financial statements. 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 related to spent film developing solutions generated through our mobile radiographic inspection services and related 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 and the formal settlement agreement was finalized in April 2022 with our agreement to pay penalties totaling $0.2 million. 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 $222.0 million in compensatory damages. On January 25, 2022, the trial court signed a final judgment in favor of the plaintiff and against Team Industrial Services, Inc. Post-judgment motions challenging the judgment were filed on February 24, 2022 and were denied by the court on April 22, 2022. A notice of appeal was filed on April 25, 2022, and this case is currently pending in the Court of Appeals for the First District of Texas, in Houston. We believe that the likelihood that the amount of the judgment will be affirmed is not probable. We currently estimate a range of possible outcomes between $13.0 million and approximately $51.0 million, and as of September 30, 2023 we have recorded a receivable from our third-party insurance providers in other current assets with a corresponding liability of the same amount in other accrued liabilities at an amount we believe is the most likely estimate for a probable loss on this matter. 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 $3.0 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. Accordingly, for all matters discussed above, we have accrued in the aggregate approximately $40.7 million as of September 30, 2023, of which approximately $1.7 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 condensed consolidated financial statements. |
SEGMENT AND GEOGRAPHIC DISCLOSU
SEGMENT AND GEOGRAPHIC DISCLOSURES | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DISCLOSURES | SEGMENT AND GEOGRAPHIC DISCLOSURES ASC 280, Segment Reporting , requires us to disclose certain information about our operating segments. 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 two segments: IHT and MS. Segment data for our two operating segments are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Revenues: IHT $ 103,857 $ 110,312 $ 322,426 $ 320,033 MS 102,858 108,027 326,058 308,884 Total Revenues $ 206,715 $ 218,339 $ 648,484 $ 628,917 Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Operating income (loss): IHT $ 6,412 $ 7,390 $ 17,683 $ 13,038 MS 6,482 7,655 22,395 15,152 Corporate and shared support services (14,152) (16,774) (44,486) (63,119) Total Operating loss $ (1,258) $ (1,729) $ (4,408) $ (34,929) Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Capital expenditures 1 : IHT $ 835 $ 2,557 $ 3,857 $ 10,654 MS 988 1,427 2,263 3,861 Corporate and shared support services 10 274 10 331 Total Capital expenditures $ 1,833 $ 4,258 $ 6,130 $ 14,846 ____________ 1 Excludes finance leases. Totals may vary from amounts presented in the condensed consolidated statements of cash flows due to the timing of cash payments. Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Depreciation and amortization: IHT $ 3,148 $ 3,022 $ 9,390 $ 9,372 MS 4,656 4,704 14,113 14,222 Corporate and shared support services 1,592 1,261 4,978 3,856 Total Depreciation and amortization $ 9,396 $ 8,987 $ 28,481 $ 27,450 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 three and nine months ended September 30, 2023 and 2022 is as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Total Revenues 1 United States $ 148,635 $ 158,613 $ 466,440 $ 453,000 Canada 19,451 25,531 67,847 77,677 Europe 17,739 15,837 55,801 46,296 Other foreign countries 20,890 18,358 58,396 51,944 Total $ 206,715 $ 218,339 $ 648,484 $ 628,917 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Alvarez & Marsal provided certain consulting services to the Company in connection with our former Interim Chief Financial Officer position and other corporate support costs. Effective June 12, 2022 the Interim Chief Financial Officer position ended as the Company named a permanent Chief Financial Officer. The Company paid $8.1 million in consulting fees to Alvarez & Marsal for the year ended December 31, 2022. In connection with the Company’s debt transactions, the Company engaged in transactions with Corre and APSC to provide funding as described in Note 11 - Debt . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS As of November 9, 2023, the filing date of this Quarterly Report on Form 10-Q, management evaluated the existence of events occurring subsequent to the quarter ended September 30, 2023 and determined that there were no events or transactions that would have a material impact on the Company’s results of operations or financial position except as described in Note 11- Debt . |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation. These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain disclosures have been condensed or omitted |
Consolidation | Consolidation. The condensed 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. |
Reclassifications | Reclassifications. Certain amounts in prior periods have been reclassified to conform to the current year presentation, including the separate presentation and reporting of discontinued operations. Such reclassifications did not have any effect on our financial condition or results of operations as previously reported. |
Discontinued operations | Discontinued operations. On November 1, 2022, we completed the sale of Quest Integrity (the “Quest Integrity Transaction”). The criteria for reporting Quest Integrity as a discontinued operation were met during the third quarter of 2022 pursuant to that certain Equity Purchase Agreement by and between us and Baker Hughes Holdings LLC, dated as of August 14, 2022 (the “Sale Agreement”), and, as such, the prior year amounts related to Quest Integrity are presented as a discontinued operation. Unless otherwise specified, the financial information and discussion in this Quarterly Report on Form 10-Q are based on our continuing operations (IHT and MS segments) and exclude any results of our discontinued operations (Quest Integrity). Refer to Note 2 - Discontinued Operations for additional details. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table represents the reconciliation of the major line items consisting of pretax income from discontinued operations to the after-tax income from discontinued operations (in thousands): Three Months Ended Nine Months Ended Major classes of line items constituting income (loss) from discontinued operations Revenues $ 29,441 $ 88,704 Operating expenses (12,052) (39,508) Selling, general and administrative expenses (8,832) (26,422) Interest expense, net (78) (108) Other expense (2,675) (4,934) Income from discontinued operations before income taxes 5,804 17,732 Provision for income taxes (2,057) (1,464) Net income from discontinued operations $ 3,747 $ 16,268 The following table presents the depreciation and amortization and capital expenditures of Quest Integrity (in thousands): Nine Months Ended September 30, 2022 (unaudited) Cash flows provided by operating activities of discontinued operations: Depreciation and amortization $ 1,143 Cash flows provided by investing activities of discontinued operations: Capital expenditures $ 3,703 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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): Geographic area: Three Months Ended September 30, 2023 Three Months Ended September 30, 2022 (unaudited) (unaudited) United States and Canada Other Countries Total United States and Canada Other Countries Total Revenue: IHT $ 100,800 $ 3,057 $ 103,857 $ 108,009 $ 2,303 $ 110,312 MS 67,286 35,572 102,858 76,135 31,892 108,027 Total $ 168,086 $ 38,629 $ 206,715 $ 184,144 $ 34,195 $ 218,339 Nine Months Ended September 30, 2023 Nine Months Ended September 30, 2022 (unaudited) (unaudited) United States and Canada Other Countries Total United States and Canada Other Countries Total Revenue: IHT $ 312,344 $ 10,082 $ 322,426 $ 312,928 $ 7,105 $ 320,033 MS 221,943 104,115 326,058 217,749 91,135 308,884 Total $ 534,287 $ 114,197 $ 648,484 $ 530,677 $ 98,240 $ 628,917 Revenue by Operating segment and service type (in thousands): Three Months Ended September 30, 2023 (unaudited) Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 83,207 $ 39 $ 12,946 $ 7,665 $ 103,857 MS — 101,624 55 1,179 102,858 Total $ 83,207 $ 101,663 $ 13,001 $ 8,844 $ 206,715 Three Months Ended September 30, 2022 (unaudited) Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 87,267 $ 19 $ 16,357 $ 6,669 $ 110,312 MS — 106,776 125 1,126 108,027 Total $ 87,267 $ 106,795 $ 16,482 $ 7,795 $ 218,339 Nine Months Ended September 30, 2023 (unaudited) Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 259,118 $ 261 $ 42,391 $ 20,656 $ 322,426 MS — 323,484 544 2,030 326,058 Total $ 259,118 $ 323,745 $ 42,935 $ 22,686 $ 648,484 Nine Months Ended September 30, 2022 (unaudited) Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 255,419 $ 158 $ 45,983 $ 18,473 $ 320,033 MS — 305,277 238 3,369 308,884 Total $ 255,419 $ 305,435 $ 46,221 $ 21,842 $ 628,917 |
RECEIVABLES (Tables)
RECEIVABLES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | A summary of accounts receivable as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Trade accounts receivable $ 141,303 $ 160,572 Unbilled receivables 49,823 31,379 Allowance for credit losses (5,326) (5,262) Total $ 185,800 $ 186,689 |
Allowance for Credit Loss | The following table shows a rollforward of the allowance for credit losses (in thousands): September 30, 2023 December 31, 2022 (unaudited) Balance at beginning of period $ 5,262 $ 7,843 Provision for expected credit losses 1,317 1,059 Recoveries collected (619) (1,114) Write-offs (540) (2,479) Foreign exchange effects (94) (47) Balance at end of period $ 5,326 $ 5,262 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | A summary of inventory as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Raw materials $ 9,819 $ 8,978 Work in progress 2,989 2,945 Finished goods 26,066 24,408 Total $ 38,874 $ 36,331 |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | A summary of prepaid expenses and other current assets as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Insurance receivable $ 39,000 $ 39,000 Prepaid expenses 16,526 15,238 Other current assets 9,927 11,441 Total $ 65,453 $ 65,679 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | A summary of property, plant and equipment as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Land $ 4,006 $ 4,006 Buildings and leasehold improvements 61,820 50,833 Machinery and equipment 280,842 277,852 Furniture and fixtures 10,708 10,558 Capitalized ERP system development costs 45,903 45,917 Computers and computer software 19,802 19,457 Automobiles 3,325 3,536 Construction in progress 5,898 19,196 Total 432,304 431,355 Accumulated depreciation (304,590) (293,256) Property, plant and equipment, net $ 127,714 $ 138,099 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | A summary of intangible assets as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 (unaudited) Gross Accumulated Net Customer relationships $ 164,221 $ (99,511) $ 64,710 Trade names 20,248 (19,698) 550 Technology 2,300 (1,744) 556 Licenses 683 (683) — Intangible assets $ 187,452 $ (121,636) $ 65,816 December 31, 2022 Gross Accumulated Net Customer relationships $ 165,231 $ (91,296) $ 73,935 Trade names 20,563 (19,830) 733 Technology 2,707 (1,978) 729 Licenses 840 (830) 10 Intangible assets $ 189,341 $ (113,934) $ 75,407 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Liabilities | A summary of other accrued liabilities as of September 30, 2023 and December 31, 2022 is as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) Legal and professional accruals $ 49,223 $ 46,665 Payroll and other compensation expenses 35,561 48,507 Insurance accruals 6,124 7,483 Property, sales and other non-income related taxes 5,474 7,348 Accrued interest 3,694 3,963 Volume discount 2,337 2,050 Other accruals 2,337 3,251 Total $ 104,750 $ 119,267 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | As of September 30, 2023 and December 31, 2022, our total long-term debt and finance lease obligations are summarized as follows (in thousands): September 30, 2023 December 31, 2022 (unaudited) 2022 ABL Credit Facility $ 110,915 $ 99,916 ME/RE Loans 1 24,739 — Uptiered Loan / Subordinated Term Loan 1 125,588 107,905 Incremental Term Loan 1 34,034 — APSC Term Loan 1 — 31,562 Total 295,276 239,383 Convertible Debt 1 — 40,650 Finance lease obligations 5,804 5,902 Total long-term debt and finance lease obligations 301,080 285,935 Current portion of long-term debt and finance lease obligations (5,302) (280,993) Total long-term debt and finance lease obligations, less current portion $ 295,778 $ 4,942 _________________ 1 Comprised of principal amount outstanding, less unamortized discount and issuance costs. See below for additional information. Revolving Credit Loans Delayed Draw Term Loan Original maturity date 2/11/2025 2/11/2025 Amended maturity date 8/11/2025 8/11/2025 Original stated interest rate LIBOR + applicable margin (base + applicable margin) LIBOR+10% (Base+9%) Amended interest rate SOFR + applicable margin (base + applicable margin) SOFR + 10% (Base + 9%) Actual interest rate: 9/30/2023 10.09% 15.44% 9/30/2022 7.21% 12.56% Interest payments monthly monthly Cash paid for interest YTD 9/30/2023 $4,932 $3,951 YTD 9/30/2022 $3,656 $1,683 Unamortized balance of deferred financing cost 9/30/2023 $227 $— 12/31/2022 $2,312 $798 Available amount at 9/30/2023 $4,911 $— The terms of ME/RE Loans are described in the table below (dollar amounts are presented in thousands): Original maturity date 8/11/2025 Original stated interest rate SOFR + 5.75% + 0.11% credit spread adjustment Principal payments $254 monthly Effective interest rate 9/30/2023 16.75% 9/30/2022 N/A Actual interest rate 9/30/2023 11.19% 9/30/2022 N/A Interest payments monthly Cash paid for interest YTD 9/30/2023 $640 YTD 9/30/2022 N/A Balances at 9/30/2023 Principal balance $26,551 Unamortized balance of debt issuance cost $(1,812) Net carrying balance $24,739 Available amount at 9/30/2023 $— Original maturity date 12/18/2026 Original stated interest rate variable Effective interest rate 9/30/2023 N/A 9/30/2022 25.72% Actual interest rate: 9/30/2023 N/A 9/30/2022 10.24% Interest payments Quarterly Cash paid for interest YTD 9/30/2023 $2,849 YTD 9/30/2022 $9,693 PIK interest added to principal YTD 9/30/2023 $— YTD 9/30/2022 $6,627 Balances at 12/31/2022 Principal balance $35,510 Unamortized balance of debt issuance cost $(3,948) Net carrying balance $31,562 The terms of Uptiered Loan / Subordinated Term Loan and Incremental Term Loan are described in the table below (dollar amounts are presented in thousands): Uptiered Loan / Subordinated Term Loan Incremental Term Loan Maturity date 12/31/2027 (12/31/2026 if outstanding balance is greater than $50 million) 12/31/2026 Stated interest rate 12% PIK through 12/31/2023, then cash and PIK split as described below 12% paid in cash Principal payments at maturity $300 quarterly Effective interest rate 9/30/2023 12.86% 23.69% 9/30/2022 46.79% N/A Interest payments cash quarterly/PIK monthly quarterly PIK interest added to principal YTD 9/30/2023 $10,829 N/A YTD 9/30/2022 $4,596 N/A Balances at 9/30/2023 Principal balance 1 $126,272 $43,371 Unamortized balance of debt issuance cost $(684) $(9,337) Net carrying balance $125,588 $34,034 Balances at 12/31/2022 Principal balance 1 $115,443 N/A Unamortized balance of debt issuance cost $(7,538) N/A Net carrying balance $107,905 N/A Available amount at 9/30/2023 2 $— $15,000 ___________ 1 The principal balance of the Uptiered Loan / Subordinated Term Loan is made up of $22.5 million drawn on November 9, 2021, $27.5 million drawn on December 8, 2021, and $57.0 million added as part of the exchange agreement on October 4, 2022. In addition, the principal balance also includes PIK interest recorded to date of $18.2 million and $7.4 million as of September 30, 2023 and December 31, 2022, respectively, and, with respect to the Incremental Term Loan, PIK fees of $0.9 million. |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Pension Cost (Credit) | Net periodic pension credit includes the following components (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Interest cost $ 678 $ 358 $ 2,054 $ 1,171 Expected return on plan assets (913) (533) (2,765) (1,744) Amortization of prior service cost 8 7 23 23 Unrecognized Net Actuarial Loss 70 — 212 — Net periodic pension credit $ (157) $ (168) $ (476) $ (550) |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Loss Included Within Shareholders' Equity | A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Nine Months Ended Nine Months Ended (unaudited) (unaudited) Foreign Defined Benefit Pension Plans Tax Total Foreign Defined Benefit Pension Plans Tax Total Balance, beginning of period $ (28,859) $ (10,474) $ 336 $ (38,997) $ (23,286) $ (3,277) $ (169) $ (26,732) Other comprehensive loss (1,311) — (35) (1,346) (12,152) — — (12,152) Balance, end of period $ (30,170) $ (10,474) $ 301 $ (40,343) $ (35,438) $ (3,277) $ (169) $ (38,884) |
SEGMENT AND GEOGRAPHIC DISCLO_2
SEGMENT AND GEOGRAPHIC DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Data for our Three Operating Segments | Segment data for our two operating segments are as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Revenues: IHT $ 103,857 $ 110,312 $ 322,426 $ 320,033 MS 102,858 108,027 326,058 308,884 Total Revenues $ 206,715 $ 218,339 $ 648,484 $ 628,917 Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Operating income (loss): IHT $ 6,412 $ 7,390 $ 17,683 $ 13,038 MS 6,482 7,655 22,395 15,152 Corporate and shared support services (14,152) (16,774) (44,486) (63,119) Total Operating loss $ (1,258) $ (1,729) $ (4,408) $ (34,929) Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Capital expenditures 1 : IHT $ 835 $ 2,557 $ 3,857 $ 10,654 MS 988 1,427 2,263 3,861 Corporate and shared support services 10 274 10 331 Total Capital expenditures $ 1,833 $ 4,258 $ 6,130 $ 14,846 ____________ 1 Excludes finance leases. Totals may vary from amounts presented in the condensed consolidated statements of cash flows due to the timing of cash payments. Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Depreciation and amortization: IHT $ 3,148 $ 3,022 $ 9,390 $ 9,372 MS 4,656 4,704 14,113 14,222 Corporate and shared support services 1,592 1,261 4,978 3,856 Total Depreciation and amortization $ 9,396 $ 8,987 $ 28,481 $ 27,450 |
Geographic Breakdown of Revenues | A geographic breakdown of our revenues for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Total Revenues 1 United States $ 148,635 $ 158,613 $ 466,440 $ 453,000 Canada 19,451 25,531 67,847 77,677 Europe 17,739 15,837 55,801 46,296 Other foreign countries 20,890 18,358 58,396 51,944 Total $ 206,715 $ 218,339 $ 648,484 $ 628,917 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) | 9 Months Ended | ||||
Dec. 21, 2022 shares | Nov. 01, 2022 segment | Sep. 30, 2023 profile segment shares | Dec. 31, 2022 shares | Dec. 20, 2022 shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Reverse stock split ratio | 0.1 | ||||
Number of operating segments | segment | 2 | 2 | |||
Number of distinct client demand profiles | profile | 3 | ||||
Common stock, shares authorized (in shares) | 12,000,000 | 12,000,000 | 12,000,000 | 120,000,000 | |
Common stock, shares, outstanding (in shares) | 4,342,909 | 4,368,422 | 4,342,909 | 43,429,089 |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Information (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |
Nov. 01, 2022 USD ($) segment | Sep. 30, 2023 segment | Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Repayment of principal debt balance | $ 225 | ||
Number of operating segments | segment | 2 | 2 | |
Quest Integrity | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Purchase and sale agreement, consideration | $ 279 | ||
Net proceeds used to pay down term debt | $ 238 | ||
Gain on disposal | $ 203.4 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Major classes of line items constituting income (loss) from discontinued operations | ||||
Net income from discontinued operations | $ 0 | $ 3,747 | $ 0 | $ 16,268 |
Quest Integrity | ||||
Major classes of line items constituting income (loss) from discontinued operations | ||||
Revenues | 29,441 | 88,704 | ||
Operating expenses | (12,052) | (39,508) | ||
Selling, general and administrative expenses | (8,832) | (26,422) | ||
Interest expense, net | (78) | (108) | ||
Other expense | (2,675) | (4,934) | ||
Income from discontinued operations before income taxes | 5,804 | 17,732 | ||
Provision for income taxes | (2,057) | (1,464) | ||
Net income from discontinued operations | $ 3,747 | 16,268 | ||
Cash flows provided by operating activities of discontinued operations: | ||||
Depreciation and amortization | 1,143 | |||
Cash flows provided by investing activities of discontinued operations: | ||||
Capital expenditures | $ 3,703 |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 206,715 | $ 218,339 | $ 648,484 | $ 628,917 |
Non-Destructive Evaluation and Testing Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 83,207 | 87,267 | 259,118 | 255,419 |
Repair and Maintenance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 101,663 | 106,795 | 323,745 | 305,435 |
Heat Treating | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 13,001 | 16,482 | 42,935 | 46,221 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 8,844 | 7,795 | 22,686 | 21,842 |
IHT | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 103,857 | 110,312 | 322,426 | 320,033 |
IHT | Non-Destructive Evaluation and Testing Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 83,207 | 87,267 | 259,118 | 255,419 |
IHT | Repair and Maintenance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 39 | 19 | 261 | 158 |
IHT | Heat Treating | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 12,946 | 16,357 | 42,391 | 45,983 |
IHT | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,665 | 6,669 | 20,656 | 18,473 |
MS | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 102,858 | 108,027 | 326,058 | 308,884 |
MS | Non-Destructive Evaluation and Testing Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
MS | Repair and Maintenance Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 101,624 | 106,776 | 323,484 | 305,277 |
MS | Heat Treating | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 55 | 125 | 544 | 238 |
MS | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,179 | 1,126 | 2,030 | 3,369 |
United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 168,086 | 184,144 | 534,287 | 530,677 |
United States and Canada | IHT | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 100,800 | 108,009 | 312,344 | 312,928 |
United States and Canada | MS | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 67,286 | 76,135 | 221,943 | 217,749 |
Other Countries | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 38,629 | 34,195 | 114,197 | 98,240 |
Other Countries | IHT | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,057 | 2,303 | 10,082 | 7,105 |
Other Countries | MS | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 35,572 | $ 31,892 | $ 104,115 | $ 91,135 |
RECEIVABLES - Summary of Accoun
RECEIVABLES - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | |||
Trade accounts receivable | $ 141,303 | $ 160,572 | |
Unbilled receivables | 49,823 | 31,379 | |
Allowance for credit losses | (5,326) | (5,262) | $ (7,843) |
Total | $ 185,800 | $ 186,689 |
RECEIVABLES - Additional Inform
RECEIVABLES - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts receivable, payment terms | 90 days |
RECEIVABLES - Summary of Activi
RECEIVABLES - Summary of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 5,262 | $ 7,843 |
Provision for expected credit losses | 1,317 | 1,059 |
Recoveries collected | (619) | (1,114) |
Write-offs | (540) | (2,479) |
Foreign exchange effects | (94) | (47) |
Balance at end of period | $ 5,326 | $ 5,262 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,819 | $ 8,978 |
Work in progress | 2,989 | 2,945 |
Finished goods | 26,066 | 24,408 |
Total | $ 38,874 | $ 36,331 |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance receivable | $ 39,000 | $ 39,000 |
Prepaid expenses | 16,526 | 15,238 |
Other current assets | 9,927 | 11,441 |
Total | $ 65,453 | $ 65,679 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 432,304 | $ 431,355 |
Accumulated depreciation | (304,590) | (293,256) |
Property, plant and equipment, net | 127,714 | 138,099 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total | 4,006 | 4,006 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 61,820 | 50,833 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 280,842 | 277,852 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | 10,708 | 10,558 |
Capitalized ERP system development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total | 45,903 | 45,917 |
Computers and computer software | ||
Property, Plant and Equipment [Line Items] | ||
Total | 19,802 | 19,457 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Total | 3,325 | 3,536 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 5,898 | $ 19,196 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Assets under finance leases | $ 8.3 | $ 8.3 | $ 7.4 | ||
Accumulated amortization for assets under finance leases | 2.9 | 2.9 | $ 2.3 | ||
Depreciation expense | $ 5.4 | $ 5.5 | $ 16.5 | $ 17.3 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 187,452 | $ 189,341 |
Accumulated Amortization | (121,636) | (113,934) |
Net Carrying Amount | 65,816 | 75,407 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 164,221 | 165,231 |
Accumulated Amortization | (99,511) | (91,296) |
Net Carrying Amount | 64,710 | 73,935 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,248 | 20,563 |
Accumulated Amortization | (19,698) | (19,830) |
Net Carrying Amount | 550 | 733 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,300 | 2,707 |
Accumulated Amortization | (1,744) | (1,978) |
Net Carrying Amount | 556 | 729 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 683 | 840 |
Accumulated Amortization | (683) | (830) |
Net Carrying Amount | $ 0 | $ 10 |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense of intangible assets | $ 3.2 | $ 3.4 | $ 9.6 | $ 10.2 | |
Intangible assets, estimated weighted average useful life | 13 years 8 months 12 days | 13 years 8 months 12 days | 13 years 8 months 12 days |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Legal and professional accruals | $ 49,223 | $ 46,665 |
Payroll and other compensation expenses | 35,561 | 48,507 |
Insurance accruals | 6,124 | 7,483 |
Property, sales and other non-income related taxes | 5,474 | 7,348 |
Accrued interest | 3,694 | 3,963 |
Volume discount | 2,337 | 2,050 |
Other accruals | 2,337 | 3,251 |
Total | $ 104,750 | $ 119,267 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 1,072 | $ 1,465 | $ 4,020 | $ 4,182 |
Effective tax rate (benefit) provision | 9.70% | 5.80% | 8.30% | 4.70% |
DEBT - Long-Term Debt Balances
DEBT - Long-Term Debt Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Convertible debt | $ 295,276 | $ 239,383 |
Finance lease obligations | 5,804 | 5,902 |
Total long-term debt and finance lease obligations | 301,080 | 285,935 |
Current portion of long-term debt and finance lease obligations | (5,302) | (280,993) |
Total long-term debt and finance lease obligations, less current portion | 295,778 | 4,942 |
Convertible debt | ||
Debt Instrument [Line Items] | ||
Convertible debt | 0 | 40,650 |
ME/RE Loans | Secured Debt | ||
Debt Instrument [Line Items] | ||
Convertible debt | 24,739 | 0 |
Uptiered Loan / Subordinated Term Loan | Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Convertible debt | 125,588 | 107,905 |
Incremental Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Convertible debt | 34,034 | 0 |
Atlantic Park Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Convertible debt | 0 | 31,562 |
Revolving Credit Facility | 2022 ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Convertible debt | $ 110,915 | $ 99,916 |
DEBT - ABL Facility, Additional
DEBT - ABL Facility, Additional Information (Details) - USD ($) | Feb. 11, 2022 | Sep. 30, 2023 |
2022 ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Unamortized balance of deferred financing cost | $ 300,000 | |
Line of Credit | ABL Credit Agreement | ||
Debt Instrument [Line Items] | ||
Outstanding letter of credit | $ 10,100,000 | |
Secured Debt | Delayed Draw Term Loan | ||
Debt Instrument [Line Items] | ||
Principal amount, long-term debt issued | $ 35,000,000 | |
Prepayment trigger percentage | 130% | |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 130,000,000 | |
Commitment fees on unused borrowing capacity | 0.50% | |
Revolving Credit Facility | Line of Credit | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Prepayment fee percent | 1% | |
Revolving Credit Facility | Line of Credit | Debt Instrument, Redemption, Period Three | ||
Debt Instrument [Line Items] | ||
Prepayment fee percent | 0.50% | |
Revolving Credit Facility | Line of Credit | Base Rate | ||
Debt Instrument [Line Items] | ||
Floor interest rate | 2% | |
Revolving Credit Facility | Line of Credit | Base Rate | Variable Rate Component One | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.15% | |
Revolving Credit Facility | Line of Credit | Base Rate | Variable Rate Component Two | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.40% | |
Revolving Credit Facility | Line of Credit | Base Rate | Variable Rate Component Three | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.65% | |
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Floor interest rate | 1% | |
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Variable Rate Component One | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 4.15% | |
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Variable Rate Component Two | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 4.40% | |
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | Variable Rate Component Three | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 4.65% | |
Bridge Loan | Line of Credit | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 35,000,000 | |
Letter of Credit | Line of Credit | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 26,000,000 |
DEBT - ABL Facility (Details)
DEBT - ABL Facility (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Feb. 11, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
ABL Corre Delayed Draw Term Loan | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 15.44% | 12.56% | ||
Cash paid for interest | $ 3,951 | $ 1,683 | ||
Unamortized balance of deferred financing cost | 0 | $ 798 | ||
Available amount | $ 0 | |||
ABL Corre Delayed Draw Term Loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 10% | |||
ABL Corre Delayed Draw Term Loan | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 9% | |||
ABL Corre Delayed Draw Term Loan | Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 10% | |||
Revolving Credit Facility | ABL Agent | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 10.09% | 7.21% | ||
Cash paid for interest | $ 4,932 | $ 3,656 | ||
Unamortized balance of deferred financing cost | 227 | $ 2,312 | ||
Available amount | $ 4,911 |
DEBT - ME_RE Loans, Additional
DEBT - ME/RE Loans, Additional Information (Details) - ME/RE Loans - USD ($) | Sep. 30, 2023 | Jun. 16, 2023 |
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 27,400,000 | |
Remaining unpaid principal loans at maturity | $ 21,000,000 | |
Unamortized balance of deferred financing cost | $ 2,100,000 |
DEBT - ME_RE Loans (Details)
DEBT - ME/RE Loans (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 16, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Net carrying balance | $ 295,276 | $ 239,383 | |
ME/RE Loans | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 16.75% | ||
Stated interest rate | 11.19% | ||
Cash paid for interest | $ 640 | ||
ME/RE Loans | Secured Debt | |||
Debt Instrument [Line Items] | |||
Principal payments | $ 254 | ||
Principal balance | 26,551 | ||
Unamortized balance of debt issuance cost | (1,812) | ||
Net carrying balance | 24,739 | $ 0 | |
Available amount | $ 0 | ||
ME/RE Loans | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.11% | ||
Stated interest rate | 5.75% |
DEBT - Atlantic Park Term Loan,
DEBT - Atlantic Park Term Loan, Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jun. 16, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 18, 2020 | |
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishment | $ 3,000 | $ 0 | $ 1,585,000 | $ 0 | ||
Atlantic Park Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Senior Debt | $ 35,500,000 | |||||
Loss on debt extinguishment | $ 1,600,000 | |||||
Principal amount, long-term debt issued | $ 250,000,000 |
DEBT - Atlantic Park Term Loan
DEBT - Atlantic Park Term Loan (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | ||||
Paid-in-kind interest | [1] | $ 10,906 | $ 15,464 | |
Net carrying balance | 295,276 | $ 239,383 | ||
Atlantic Park Term Loan | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 25.72% | |||
Stated interest rate | 10.24% | |||
Cash paid for interest | 2,849 | $ 9,693 | ||
Paid-in-kind interest | 0 | $ 6,627 | ||
Principal balance | 35,510 | |||
Unamortized balance of debt issuance cost | (3,948) | |||
Net carrying balance | $ 0 | $ 31,562 | ||
[1]Condensed consolidated statement of cash flows for the nine months ended September 30, 2022 includes discontinued operations. |
DEBT - Amended and Restated Ter
DEBT - Amended and Restated Term Loan Credit Agreement - Uptiered (Subordinated) Term Loan and Incremental Term Loan (Details) - USD ($) | Jul. 31, 2023 | Jun. 16, 2023 | Dec. 08, 2021 | Nov. 09, 2021 | Sep. 30, 2023 | Oct. 04, 2022 |
Subordinated Term Loan | Subordinated Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount, long-term debt issued | $ 123,100,000 | |||||
Proceeds from debt | $ 27,500,000 | $ 22,500,000 | ||||
Debt instrument, increase (decrease) in face amount | $ 57,000,000 | |||||
A&R Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Available borrowing capacity | $ 19,900,000 | |||||
Increase in interest rate in event of default | 2% | |||||
A&R Term Loan Credit Agreement | Senior Secured First Lien Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Current borrowing capacity | $ 57,500,000 | $ 57,500,000 | ||||
Proceeds from secured debt | 42,500,000 | |||||
Basis spread on variable rate | 1.50% | |||||
A&R Term Loan Credit Agreement | Uptiered Loan / Subordinated Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 12% | |||||
A&R Term Loan Credit Agreement | Payable in Cash | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 2.50% | |||||
A&R Term Loan Credit Agreement | Payment in Kind (PIK) Note | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 9.50% | |||||
A&R Term Loan Credit Agreement | Payment in Kind (PIK) Note | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate | 0% | |||||
Term Loan | Senior Secured First Lien Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Current borrowing capacity | $ 37,500,000 | |||||
Proceeds from secured debt | 37,500,000 | |||||
Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Available borrowing capacity | $ 15,000,000 | |||||
Delayed Draw Term Loan | Senior Secured First Lien Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Current borrowing capacity | $ 20,000,000 | |||||
Proceeds from secured debt | 5,000,000 | |||||
Available borrowing capacity | $ 15,000,000 | |||||
Convertible Senior Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Actual interest rate | 5% |
DEBT - Uptiered (Subordinated)
DEBT - Uptiered (Subordinated) Term Loan and Incremental Term Loan (Details) - USD ($) | 9 Months Ended | ||||||||
Oct. 04, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 16, 2023 | Dec. 31, 2022 | Oct. 04, 2022 | Dec. 08, 2021 | Nov. 09, 2021 | ||
Debt Instrument [Line Items] | |||||||||
Paid-in-kind interest | [1] | $ 10,906,000 | $ 15,464,000 | ||||||
Net carrying balance | 295,276,000 | $ 239,383,000 | |||||||
Proceeds from lines of credit | [1] | $ 0 | $ 10,300,000 | ||||||
Uptiered Loan / Subordinated Term Loan | Subordinated Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, threshold, trigger amount | $ 50,000,000 | ||||||||
Stated interest rate | 12% | ||||||||
Effective interest rate | 12.86% | 46.79% | |||||||
Paid-in-kind interest | $ 10,829,000 | $ 4,596,000 | |||||||
Principal balance | 126,272,000 | 115,443,000 | $ 57,000,000 | $ 27,500,000 | $ 22,500,000 | ||||
Unamortized balance of debt issuance cost | (684,000) | (7,538,000) | |||||||
Net carrying balance | 125,588,000 | 107,905,000 | |||||||
Available amount | 0 | ||||||||
PIK fees | 900,000 | ||||||||
Uptiered Loan / Subordinated Term Loan | Subordinated Debt | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from lines of credit | $ 5,000,000 | ||||||||
Uptiered Loan / Subordinated Term Loan, PIK | Subordinated Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
PIK interest, principal amount | 18,200,000 | 7,400,000 | |||||||
Incremental Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 12% | ||||||||
Principal payments | $ 300,000 | ||||||||
Effective interest rate | 23.69% | ||||||||
Incremental Term Loan | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal balance | $ 43,371,000 | ||||||||
Unamortized balance of debt issuance cost | (9,337,000) | ||||||||
Net carrying balance | 34,034,000 | $ 0 | |||||||
Available amount | $ 15,000,000 | ||||||||
Incremental Term Loan | Secured Debt | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from lines of credit | $ 5,000,000 | ||||||||
[1]Condensed consolidated statement of cash flows for the nine months ended September 30, 2022 includes discontinued operations. |
DEBT - Warrants (Details)
DEBT - Warrants (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Atlantic Park Term Loan | ||
Debt Instrument [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 500,000 | 500,000 |
Class of warrant or right, exercise price (in usd per share) | $ 15 | $ 15 |
Delayed Draw Term Loan | ||
Debt Instrument [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 500,000 | 500,000 |
DEBT - Convertible Notes, Addit
DEBT - Convertible Notes, Additional Information (Details) - USD ($) | 9 Months Ended | |||||
Jul. 31, 2023 | Jul. 31, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 16, 2023 | ||
Debt Instrument [Line Items] | ||||||
Paid-in-kind interest | [1] | $ 10,906,000 | $ 15,464,000 | |||
Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Cash paid for interest | $ 2,100,000 | 2,100,000 | ||||
Senior Secured First Lien Term Loan | A&R Term Loan Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from secured debt | $ 42,500,000 | |||||
Current borrowing capacity | $ 57,500,000 | $ 57,500,000 | ||||
Convertible debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount, long-term debt issued | $ 230,000,000 | |||||
Stated interest rate | 5% | |||||
Repurchase of convertible debt | $ 222,300,000 | |||||
Paid-in-kind interest | $ 0 | $ 4,200,000 | ||||
[1]Condensed consolidated statement of cash flows for the nine months ended September 30, 2022 includes discontinued operations. |
DEBT - Fair Value of Debt, Addi
DEBT - Fair Value of Debt, Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revolving Credit Facility | Level 2 | |
Debt Instrument [Line Items] | |
Fair value of debt | $ 37.5 |
DEBT - 1970 Group Substitute In
DEBT - 1970 Group Substitute Insurance Reimbursement Facility (Details) - Letter of Credit - 1970 Group Substitute Insurance Reimbursement Facility - USD ($) $ in Millions | Sep. 29, 2023 | Aug. 29, 2023 | Sep. 29, 2022 |
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 24.9 | $ 21.4 | |
Unamortized balance of deferred fees | $ 2.8 |
DEBT - Liquidity, Additional In
DEBT - Liquidity, Additional Information (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Cash and cash equivalents | $ 21,483,000 | $ 58,075,000 |
Surety Bond | ||
Debt Instrument [Line Items] | ||
Outstanding letter of credit | 1,700,000 | |
Miscellaneous Cash Deposit | ||
Debt Instrument [Line Items] | ||
Outstanding letter of credit | 2,100,000 | |
Domestic Line of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding letter of credit | 37,600,000 | |
2022 ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Cash | 11,200,000 | |
Restricted cash | 700,000 | |
A&R Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Available borrowing capacity | 19,900,000 | |
ME/RE Loans | Line of Credit | ||
Debt Instrument [Line Items] | ||
Available borrowing capacity | 4,900,000 | |
Delayed Draw Term Loan | ||
Debt Instrument [Line Items] | ||
Available borrowing capacity | 15,000,000 | |
Unrestricted Cash and Cash Equivalents | 2022 ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facilities, collateral | 16,500,000 | |
Restricted Cash | 2022 ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facilities, collateral | $ 5,000,000 | |
Foreign Financial Institutions | ||
Debt Instrument [Line Items] | ||
Restricted cash | $ 1,400,000 |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Net Pension Cost (Credit) (Details) - Pension Plan - United Kingdom - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest cost | $ 678 | $ 358 | $ 2,054 | $ 1,171 |
Expected return on plan assets | (913) | (533) | (2,765) | (1,744) |
Amortization of prior service cost | 8 | 7 | 23 | 23 |
Unrecognized Net Actuarial Loss | 70 | 0 | 212 | 0 |
Net periodic pension credit | $ (157) | $ (168) | $ (476) | $ (550) |
EMPLOYEE BENEFIT PLANS - Additi
EMPLOYEE BENEFIT PLANS - Additional Information (Details) - United Kingdom - Pension Plan $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Weighted-average of expected returns on asset investment, percentage | 6.40% |
Expected contributions for current year | $ 3.7 |
Total contributions to date | $ 2.8 |
Defined Benefit Plan, Equity Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Weighted-average of expected returns on asset investment, percentage | 9.50% |
Debt Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Weighted-average of expected returns on asset investment, percentage | 5.30% |
SHAREHOLDERS_ EQUITY - Addition
SHAREHOLDERS’ EQUITY - Additional Information (Details) | Dec. 21, 2022 shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 20, 2022 shares |
Equity [Abstract] | ||||
Reverse stock split ratio | 0.1 | |||
Common stock, shares authorized (in shares) | 12,000,000 | 12,000,000 | 12,000,000 | 120,000,000 |
Common stock, shares, outstanding (in shares) | 4,342,909 | 4,368,422 | 4,342,909 | 43,429,089 |
Fractional shares issued (in shares) | 0 | |||
Common stock, shares issued (in shares) | 4,368,422 | 4,342,909 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.30 | $ 0.30 | ||
Preferred stock, shares authorized (in shares) | 500,000 | |||
Preferred stock, shares issued (in shares) | 0 |
SHAREHOLDERS_ EQUITY - Summary
SHAREHOLDERS’ EQUITY - Summary of Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | $ 79,872 | $ 94,138 | $ 117,760 | $ 549 | $ 27,070 | $ 51,867 | $ 117,760 | $ 51,867 |
Other comprehensive income, before tax | (3,366) | (7,035) | (1,311) | (12,152) | ||||
Tax Provision | 11 | 0 | (35) | 0 | ||||
Other comprehensive income, net of tax | (3,355) | 1,254 | 755 | (7,035) | (5,463) | 346 | (1,346) | (12,152) |
Ending balance | 64,615 | 79,872 | 94,138 | (28,730) | 549 | 27,070 | 64,615 | (28,730) |
Foreign Currency Translation Adjustments | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (28,859) | (23,286) | (28,859) | (23,286) | ||||
Other comprehensive income, before tax | (1,311) | (12,152) | ||||||
Ending balance | (30,170) | (35,438) | (30,170) | (35,438) | ||||
Defined Benefit Pension Plans | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (10,474) | (3,277) | (10,474) | (3,277) | ||||
Other comprehensive income, before tax | 0 | 0 | ||||||
Ending balance | (10,474) | (3,277) | (10,474) | (3,277) | ||||
Tax Provision | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | 336 | (169) | 336 | (169) | ||||
Tax Provision | (35) | 0 | ||||||
Ending balance | 301 | (169) | 301 | (169) | ||||
Total | ||||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||||||
Beginning balance | (36,988) | (38,242) | (38,997) | (31,849) | (26,386) | (26,732) | (38,997) | (26,732) |
Other comprehensive income, net of tax | (3,355) | 1,254 | 755 | (7,035) | (5,463) | 346 | ||
Ending balance | $ (40,343) | $ (36,988) | $ (38,242) | $ (38,884) | $ (31,849) | $ (26,386) | $ (40,343) | $ (38,884) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Feb. 09, 2022 USD ($) | Jun. 01, 2021 USD ($) | Sep. 30, 2023 USD ($) | Apr. 20, 2021 facility |
Loss Contingencies [Line Items] | ||||
Number of facilities with potential violations | facility | 7 | |||
Self-insured retention and deductible | $ 3 | |||
Kelli Most Litigation | ||||
Loss Contingencies [Line Items] | ||||
Amount awarded to other party | $ 222 | |||
Kelli Most Litigation | Minimum | ||||
Loss Contingencies [Line Items] | ||||
Estimate of possible loss | 13 | |||
Kelli Most Litigation | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Estimate of possible loss | 51 | |||
Simon, Vige, and Roberts Matter | ||||
Loss Contingencies [Line Items] | ||||
Legal and professional accruals | 40.7 | |||
Amount not covered by insurance | $ 1.7 | |||
Environmental Protection Agency (EPA) | ||||
Loss Contingencies [Line Items] | ||||
Cost incurred in dispute | $ 0.2 |
SEGMENT AND GEOGRAPHIC DISCLO_3
SEGMENT AND GEOGRAPHIC DISCLOSURES - Additional Information (Details) - segment | 9 Months Ended | |
Nov. 01, 2022 | Sep. 30, 2023 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 2 |
SEGMENT AND GEOGRAPHIC DISCLO_4
SEGMENT AND GEOGRAPHIC DISCLOSURES - Segment Data for our Three Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total Revenues | $ 206,715 | $ 218,339 | $ 648,484 | $ 628,917 |
Total Operating loss | (1,258) | (1,729) | (4,408) | (34,929) |
Total Capital expenditures | 1,833 | 4,258 | 6,130 | 14,846 |
Total Depreciation and amortization | 9,396 | 8,987 | 28,481 | 27,450 |
IHT | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 103,857 | 110,312 | 322,426 | 320,033 |
MS | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 102,858 | 108,027 | 326,058 | 308,884 |
Operating segments | IHT | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 103,857 | 110,312 | 322,426 | 320,033 |
Total Operating loss | 6,412 | 7,390 | 17,683 | 13,038 |
Total Capital expenditures | 835 | 2,557 | 3,857 | 10,654 |
Total Depreciation and amortization | 3,148 | 3,022 | 9,390 | 9,372 |
Operating segments | MS | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 102,858 | 108,027 | 326,058 | 308,884 |
Total Operating loss | 6,482 | 7,655 | 22,395 | 15,152 |
Total Capital expenditures | 988 | 1,427 | 2,263 | 3,861 |
Total Depreciation and amortization | 4,656 | 4,704 | 14,113 | 14,222 |
Corporate and shared support services | ||||
Segment Reporting Information [Line Items] | ||||
Total Operating loss | (14,152) | (16,774) | (44,486) | (63,119) |
Total Capital expenditures | 10 | 274 | 10 | 331 |
Total Depreciation and amortization | $ 1,592 | $ 1,261 | $ 4,978 | $ 3,856 |
SEGMENT AND GEOGRAPHIC DISCLO_5
SEGMENT AND GEOGRAPHIC DISCLOSURES - Geographic Breakdown of Revenues and Total Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues from External Customers [Line Items] | ||||
Total Revenues | $ 206,715 | $ 218,339 | $ 648,484 | $ 628,917 |
United States | ||||
Revenues from External Customers [Line Items] | ||||
Total Revenues | 148,635 | 158,613 | 466,440 | 453,000 |
Canada | ||||
Revenues from External Customers [Line Items] | ||||
Total Revenues | 19,451 | 25,531 | 67,847 | 77,677 |
Europe | ||||
Revenues from External Customers [Line Items] | ||||
Total Revenues | 17,739 | 15,837 | 55,801 | 46,296 |
Other foreign countries | ||||
Revenues from External Customers [Line Items] | ||||
Total Revenues | $ 20,890 | $ 18,358 | $ 58,396 | $ 51,944 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Alvarez And Marsal | |
Related Party Transaction [Line Items] | |
Consulting Fees | $ 8.1 |
Uncategorized Items - tisi-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |