Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GSE SYSTEMS INC | ||
Entity Central Index Key | 0000944480 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 60,662,030 | ||
Entity Common Stock, Shares Outstanding | 19,946,759 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 12,123 | $ 19,111 |
Restricted cash | 0 | 960 |
Contract receivables, net | 21,077 | 13,997 |
Prepaid expenses and other current assets | 1,800 | 2,795 |
Total current assets | 35,000 | 36,863 |
Equipment, software, and leasehold improvements | 5,293 | 4,782 |
Accumulated depreciation | (4,228) | (3,719) |
Equipment, software, and leasehold improvements, net | 1,065 | 1,063 |
Software development costs, net | 615 | 690 |
Goodwill | 13,170 | 8,431 |
Intangible assets, net | 6,080 | 2,604 |
Deferred tax assets | 5,461 | 6,494 |
Other assets | 49 | 37 |
Total assets | 61,440 | 56,182 |
Current liabilities | ||
Current portion of long-term debt, net of debt issuance costs and original issue discount | 1,902 | 0 |
Accounts payable | 1,307 | 1,251 |
Accrued expenses | 2,646 | 2,276 |
Accrued compensation | 3,649 | 2,866 |
Billings in excess of revenue earned | 10,609 | 14,543 |
Accrued warranty | 981 | 1,433 |
Current contingent consideration | 0 | 1,701 |
Income taxes payable | 1,176 | 1,113 |
Other current liabilities | 60 | 69 |
Total current liabilities | 22,330 | 25,252 |
Long-term debt, less current portion, net of debt issuance costs and original issue discount | 6,610 | 0 |
Other liabilities | 1,371 | 1,258 |
Total liabilities | 30,311 | 26,510 |
Commitments and contingencies (FN16) | ||
Stockholder's equity | ||
Preferred stock $0.01 par value, 2,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock $0.01 par value; 60,000,000 shares authorized, 21,485,445 shares issued, 19,886,534 shares outstanding as of December 31, 2018; 30,000,000 shares authorized, 21,024,395 shares issued, 19,425,484 shares outstanding as of December 31, 2017 | 214 | 210 |
Additional paid-in capital | 78,118 | 76,802 |
Accumulated deficit | (42,569) | (42,870) |
Accumulated other comprehensive loss | (1,635) | (1,471) |
Treasury stock at cost, 1,598,911 shares | (2,999) | (2,999) |
Total stockholders' equity | 31,129 | 29,672 |
Total liabilities and stockholders' equity | $ 61,440 | $ 56,182 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholder's equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 60,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 21,485,445 | 21,024,395 |
Common stock, shares outstanding (in shares) | 19,886,534 | 19,425,484 |
Treasury stock at cost (in shares) | 1,598,911 | 1,598,911 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||
Revenue | $ 92,249 | $ 70,880 | [1] |
Cost of revenue | 69,119 | 52,336 | |
Gross profit | 23,130 | 18,544 | |
Operating expenses | |||
Selling, general and administrative | 17,469 | 15,469 | |
Research and development | 899 | 1,391 | |
Restructuring charges | 1,269 | 778 | |
Depreciation | 515 | 342 | |
Amortization of definite-lived intangible assets | 1,612 | 335 | |
Total operating expenses | 21,764 | 18,315 | |
Operating income | 1,366 | 229 | |
Interest (expense) income, net | (268) | 80 | |
(Loss) Gain on derivative instruments, net | (350) | 99 | |
Other income (expense), net | 29 | (4) | |
Income before income taxes | 777 | 404 | |
Provision (benefit) for income taxes | 1,131 | (6,153) | |
Net (loss) income | $ (354) | $ 6,557 | |
Basic (loss) earnings per common share (in dollars per share) | $ (0.02) | $ 0.34 | |
Diluted (loss) earnings per common share (in dollars per share) | $ (0.02) | $ 0.33 | |
Weighted average shares outstanding - Basic (in shares) | 19,704,999 | 19,259,966 | |
Weighted average shares outstanding - Diluted (in shares) | 19,704,999 | 19,605,427 | |
[1] | Prior period amounts have not been adjusted under the modified retrospective transition method for the adoption of ASC 606. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Abstract] | ||
Net (loss) Income | $ (354) | $ 6,557 |
Foreign currency translation adjustment | (164) | 306 |
Comprehensive (loss) Income | $ (518) | $ 6,863 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2016 | $ 204 | $ 75,120 | $ (49,427) | $ (1,777) | $ (2,999) | $ 21,121 |
Balance (in shares) at Dec. 31, 2016 | 20,433,608 | (1,598,911) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | $ 0 | 2,398 | 0 | 0 | $ 0 | 2,398 |
Common stock issued for options exercised (in shares) | 181,577 | |||||
Common stock issued for options exercised | $ 2 | 207 | 0 | 0 | 0 | 209 |
Common stock issued for RSUs vested (in shares) | 409,210 | |||||
Common stock issued for RSUs vested | $ 4 | (4) | 0 | 0 | 0 | 0 |
Shares withheld to pay taxes | (919) | (919) | ||||
Foreign currency translation adjustment | 0 | 0 | 0 | 306 | 0 | 306 |
Net (loss) Income | 0 | 0 | 6,557 | 0 | 0 | 6,557 |
Balance at Dec. 31, 2017 | $ 210 | 76,802 | (42,870) | (1,471) | $ (2,999) | 29,672 |
Balance (in shares) at Dec. 31, 2017 | 21,024,395 | (1,598,911) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of new accounting principle | $ 0 | 0 | 0 | 0 | $ 0 | 0 |
Stock-based compensation expense | $ 0 | 1,668 | 0 | 0 | 0 | 1,668 |
Common stock issued for options exercised (in shares) | 219,997 | |||||
Common stock issued for options exercised | $ 2 | 134 | 0 | 0 | 0 | 136 |
Common stock issued for RSUs vested (in shares) | 241,053 | |||||
Common stock issued for RSUs vested | $ 2 | (2) | 0 | 0 | 0 | 0 |
Shares withheld to pay taxes | 0 | (484) | 0 | 0 | 0 | (484) |
Foreign currency translation adjustment | 0 | 0 | 0 | (164) | 0 | (164) |
Net (loss) Income | 0 | 0 | (354) | 0 | 0 | (354) |
Balance at Dec. 31, 2018 | $ 214 | 78,118 | (42,569) | (1,635) | $ (2,999) | 31,129 |
Balance (in shares) at Dec. 31, 2018 | 21,485,445 | (1,598,911) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative effect of new accounting principle | $ 0 | $ 0 | $ 655 | $ 0 | $ 0 | $ 655 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows provided by operating activities | |||
Net (loss) Income | $ (354) | $ 6,557 | |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
Write-off of long-lived assets to be disposed of | 0 | 222 | |
Accrued severance costs | 0 | 465 | |
Depreciation | 515 | 342 | |
Amortization of definite-lived intangible assets | 1,612 | 335 | |
Amortization of capitalized software development costs | 507 | 469 | |
Stock-based compensation expense | 1,526 | 2,472 | |
Bad debt expense | 294 | 118 | |
Loss (gain) on derivative instruments, net | 350 | (99) | |
Deferred income taxes | 644 | (6,678) | |
Loss on sale of equipment, software, and leasehold improvements | 0 | 2 | |
Changes in assets and liabilities | |||
Contract receivables, net | (5,656) | 10,006 | |
Prepaid expenses and other assets | 856 | 1,020 | |
Accounts payable, accrued compensation, and accrued expenses | (838) | (1,904) | |
Billings in excess of revenue earned | (2,984) | (6,897) | |
Accrued warranty | (322) | 462 | |
Other liabilities | 367 | 370 | |
Net cash (used in) provided by operating activities | (3,483) | 7,262 | |
Cash flows from investing activities: | |||
Capital expenditures | (513) | (112) | |
Capitalized software development costs | (432) | (177) | |
Acquisition of Absolute Consulting, net of cash acquired | 0 | (9,066) | |
Acquisition of True North Consulting, net of cash acquired | (9,609) | $ 0 | |
Net cash used in investing activities | (10,554) | (9,355) | |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt, net of debt issuance costs and original issue discount | 10,154 | 0 | |
Repayment of long-term debt | (1,642) | 0 | |
Proceeds from issuance of common stock on the exercise of stock options | 136 | 209 | |
Shares withheld to pay taxes | (484) | (919) | |
Contingent consideration payments to former Hyperspring, LLC owners | (1,701) | (404) | |
Net cash provided by (used in) financing activities | 6,463 | (1,114) | |
Effect of exchange rate changes on cash | (374) | 391 | |
Net decrease in cash and cash equivalents | (7,948) | (2,816) | |
Cash, cash equivalents and restricted cash at beginning of year | 20,071 | 22,887 | |
Cash, cash equivalents and restricted cash at end of year | $ 12,123 | $ 20,071 | $ 22,887 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Principles of consolidation The accompanying consolidated financial statements include the accounts of GSE Systems, Inc. and its wholly-owned subsidiaries (collectively the Company). All intercompany balances and transactions have been eliminated in consolidation. Accounting estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, including, but not limited to those related to revenue recognition on long-term contracts, allowance for doubtful accounts, product warranties, valuation of goodwill and intangible assets acquired, impairment of long-lived assets to be disposed of, valuation of contingent consideration issued in business acquisitions, valuation of stock based compensation awards and the recoverability of deferred tax assets. Actual results could differ from these estimates. Business combinations Business combinations are accounted for in accordance with ASC 805, Business Combinations, Revenues and the results of operations of the acquired business are included in the accompanying consolidated statements of operations commencing on the date of acquisition. Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Under ASC 805, contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisition are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates, and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. Revenue recognition The Company derives its revenue through three broad revenue streams: 1) System Design and Build (SDB), 2) Software, and 3) Training and Consulting services. We recognize revenue from SDB and software contracts mainly through the Performance Improvement Solutions segment and the training and consulting service contracts through both the Performance Improvement Solutions segment and Nuclear Industry Training and Consulting segment. The SDB contracts are typically fixed-price and consist of initial design, engineering, assembly and installation of training simulators which include hardware, software, labor, and post contract support (PCS) on the software. We generally have two main performance obligations for an SDB contract: the training simulator build and PCS. The training simulator build performance obligation generally includes hardware, software, and labor. The transaction price under the SDB contracts is allocated to each performance obligation based on its standalone selling price. We recognize the training simulator build revenue over the construction and installation period using the cost-to-cost input method as our performance creates or enhances assets with no alternative use to the Company, and we have an enforceable right to payment for performance completed to date. Cost-to-cost input method best measures the progress toward complete satisfaction of the performance obligation. PCS revenue is recognized ratably over the service period, as PCS is deemed a stand-ready obligation. In applying the cost-to-cost input method, we use the actual costs incurred to date relative to the total estimated costs to measure the work progress toward the completion of the performance obligation and recognize revenue accordingly. Estimated contract costs are reviewed and revised periodically as the work progresses, and the cumulative effect of any change in estimates is recognized in the period in which the change is identified. Estimated losses are recognized in the period such losses are identified. Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change order scope and pricing, software modification and customer acceptance issues. The reliability of these cost estimates is critical to the Company's revenue recognition as a significant change in the estimates can cause the Company's revenue and related margins to change significantly from the amounts estimated in the early stages of the project. The SDB contracts generally on the systems. The base warranty will not be accounted for as a separate performance obligation under the contract because it does not provide the customer with a service in addition to the assurance evaluated on a case by case basis to determine if it provides more than just assurance that the product operates as intended, which requires carve-out as a separate performance obligation. Revenue from the sale of perpetual standalone and term software licenses, which do not require significant modification or customization, is recognized upon its delivery to the customer. Revenue from the sale of subscription-based standalone software licenses, which do not require significant modification or customization, is recognized ratably over the term of such licenses following delivery to the customer. Delivery is considered to have occurred when the customer receives a copy of the software and is able to use and benefit from the software. A software license sale contract with multiple deliverables typically includes the following elements: license, installation and training services, and PCS. The total transaction price of a software license sale contract is typically fixed, and is allocated to the identified performance obligations based on their relative standalone selling prices. Revenue is recognized as the performance obligations are satisfied. Specifically, license revenue is recognized when the software license is delivered to the customer; installation and training revenue is recognized when the installation and training is completed without regard to a detailed evaluation of the point in time criteria due to the short-term nature of the installation and training services (one to two days on average); and PCS revenue is recognized ratably over the service period, as PCS is deemed as a stand-ready obligation. The contracts within the training and consulting services revenue stream are either time and materials (T&M) based or fixed-price based. Under a typical T&M contract, the Company is compensated based on the number of hours of approved time provided by temporary workers and the bill rates which are fixed by type of work, as well as approved expenses incurred. The customers are billed on a regular basis, such as weekly, biweekly or monthly. In accordance with ASC 606-10-55-18, Revenue from contracts with customers For contracts with multiple performance obligations, we allocate the contract price to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. Cash and cash equivalents Cash and cash equivalents represent cash and highly liquid investments including money market accounts with maturities of three months or less at the date of purchase. Restricted cash Restricted cash consists of the cash collateralization of outstanding letters of credit used for various advance payment, bid, surety and performance bonds. BB&T Bank has complete and unconditional control over the restricted money market accounts. As of December 31, 2018 and 2017, the cash collateral account totaled $0.0 million and $1.0 million, respectively, and was classified as restricted cash on the consolidated balance sheets. As of December 31, 2018, all BB&T accounts have been closed. Contract receivables, net Contract receivables include recoverable costs and accrued profit not billed which represents revenue recognized in excess of amounts billed. Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets represent advanced billings to clients on contracts in advance of work performed. Generally, such amounts will be earned and recognized over the next twelve months. Billed receivables are recorded at invoiced amounts. The allowance for doubtful accounts is based on historical trends of past due accounts, write-offs, specific identification and review of customer accounts. Equipment, software and leasehold improvements, net Equipment and purchased software are recorded at cost and depreciated using the straight-line method with estimated useful lives ranging from three to ten years. Leasehold improvements are amortized over the life of the lease or the estimated useful life, whichever is shorter, using the straight-line method. Upon sale or retirement, the cost and related depreciation are eliminated from the respective accounts and any resulting gain or loss is included in operations. Maintenance and repairs are charged to expense as incurred. Software development costs Certain computer software development costs, including direct labor cost, are capitalized in the accompanying consolidated balance sheets. Capitalization of computer software development costs begins upon the establishment of technological feasibility. Capitalization ceases and amortization of capitalized costs begins when the software product is commercially available for general release to customers. Amortization of capitalized computer software development costs is included in cost of revenue and is determined using the straight-line method over the remaining estimated economic life of the product, typically three years. On an annual basis, or more frequently as conditions indicate, the Company assesses the recovery of the unamortized software development costs by estimating the net undiscounted cash flows expected to be generated by the sale of the product. If the undiscounted cash flows are not sufficient to recover the unamortized software costs the Company will write-down the carrying amount of such asset to its estimated fair value based on the future discounted cash flows. The excess of any unamortized computer software costs over the related fair value is written down and charged to operations. Development expenditures Development expenditures incurred to meet customer specifications under contracts are charged to contract costs. Company sponsored development expenditures are either charged to operations as incurred and are included in research and development expenses or are capitalized as software development costs. See Note 9, Software development costs Impairment of long-lived assets Long-lived assets, such as equipment, purchased software, capitalized software development costs, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. On December 27, 2017, the Board of the Company approved an international restructuring plan to streamline and optimize the Company’s global operations. As a result, the Company will be closing its offices in Nyköping, Sweden; Chennai, India; and Stockton-on-Tees, UK. The Company's management conducted an impairment review of the assets to be disposed of under the plan. Based upon this review, we recorded an impairment loss of $0.2 million representing the net book value of the equipment and intangible assets subject to amortization under the respective offices as of December 31, 2017. See Note 4, Restructuring Expenses Goodwill and intangible assets The Company’s intangible assets include amounts recognized in connection with business acquisitions, including customer relationships, trade names, non-compete agreements and alliance agreements. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets, except for contract backlog and contractual customer relations, which are recognized in proportion to the related project revenue streams. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. The Company does not have any intangible assets with indefinite useful lives. Goodwill represents the excess of costs over fair value of assets of businesses acquired. The Company reviews goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable in accordance with ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Under ASU 2011-08, an entity is not required to perform step one of the goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. For the annual goodwill impairment test as of December 31, 2018, the Company performed a qualitative step zero goodwill impairment test and concluded that it was more likely than not fair values of each of the reporting units exceeded their respective carrying values. No goodwill impairment was recorded during 2018 or 2017. Foreign currency translation The United States Dollar (USD) is the functional currency of GSE and our subsidiaries operating in the United States. Our subsidiaries' financial statements are maintained in their functional currencies. The functional currency of each of our foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries' financial statements are translated into USD using the exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated into USD using the period-end spot foreign exchange rates. Income and expenses are translated at the average exchange rate for the year. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are cumulative translation adjustments, which are reported as a component of accumulated other comprehensive income (loss) included in the consolidated statements of changes in stockholders' equity. For any business transaction that is in a currency different from the entity's functional currency, we record a gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) to foreign currency realized gain (loss) account, net gain (loss) on derivative instruments in the consolidated statements of operations. Accrued warranty For contracts that contain a warranty provision, the Company provides an accrual for estimated future warranty costs based on historical experience and projected claims. The Company's contracts may contain warranty provisions ranging from one to five years. The current portion of the accrued warranty is presented separately on the consolidated balance sheets within current liabilities whereas the noncurrent portion is included in other liabilities. The activity in the accrued warranty accounts is as follows: (in thousands) As of and for the years ended December 31, 2018 2017 Beginning balance $ 1,953 $ 1,478 Current year provision (107 ) 707 Current year claims (215 ) (245 ) Currency adjustment (10 ) 13 Ending balance $ 1,621 $ 1,953 Income taxes Income taxes are provided under the asset and liability method. Under this method, deferred income taxes are determined based on the differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. A provision is made for the Company's current liability for federal, state and foreign income taxes and the change in the Company's deferred income tax assets and liabilities. We establish accruals for uncertain tax positions taken or expected to be taken in a tax return when it is not more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Favorable or unfavorable adjustment of the accrual for any particular issue would be recognized as an increase or decrease to income tax expense in the period of a change in facts and circumstances. Interest and penalties related to income taxes are accounted for as income tax expense. Stock-based compensation Share-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, Compensation-Stock Compensation Earnings per share Basic earnings per share is based on the weighted average number of outstanding common shares for the period. Diluted earnings per share adjusts the weighted average shares outstanding for the potential dilution that could occur if outstanding vested stock options were exercised. Basic and diluted earnings per share is based on the weighted average number of outstanding shares for the period. The number of common shares and common share equivalents used in the determination of basic and diluted (loss) earnings per share were as follows: (in thousands, except for per share data) Years ended December 31, 2018 2017 Numerator: Net (loss) income attributed to common stockholders $ (354 ) $ 6,557 Denominator: Weighted-average shares outstanding for basic earnings per share 19,704,999 19,259,966 Effect of dilutive securities: Employee stock options and warrants - 345,461 Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 19,704,999 19,605,427 Shares related to dilutive securities excluded because inclusion would be anti-dilutive 217,152 374,833 Conversion of certain outstanding stock options was not assumed for the years ended December 31, 2018 and 2017 because the impact would have been anti-dilutive. Significant customers and concentration of credit risk For the year ended December 31, 2018, we have a concentration of revenue from two individual customers, which accounted for 14.3% and 26.9% of our consolidated revenue, respectively. For the year ended December 31, 2017, we have a concentration of revenue from two customers, which accounted for 18.2% and 20.8% of our consolidated revenue, respectively. These customers are part of Performance and both Performance and NITC segments, respectively. No other individual customer accounted for more than 10% of our consolidated revenue in 2018 or 2017. As of December 31, 2018, we have one customer that accounted for 16.8% of the Company’s consolidated contract receivables. As of December 31, 2017, the Company had one customer that accounted for 26.7% of the Company’s consolidated contract receivables. Fair values of financial instruments The carrying amounts of current assets and current liabilities reported in the consolidated balance sheets approximate fair value due to their short term duration. Derivative instruments The Company utilizes forward foreign currency exchange contracts to manage market risks associated with the fluctuations in foreign currency exchange rates. It is the Company's policy to use such derivative financial instruments to protect against market risk arising in the normal course of business in order to reduce the impact of these exposures. The Company minimizes credit exposure by limiting counterparties to nationally recognized financial institutions. Reclassifications and Immaterial Correction of an Error in Previously Issued Financial Statements Certain prior year amounts have been reclassified to conform with the current year presentation. The Company reclassified the cash payments made to settle the contingent liability from acquisition in excess of the amount recognized at the acquisition date to operating activities from financing activities due to the adoption of ASU 2016-15. Subsequent to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, the Company determined that in connection with the adoption of ASU 2016-09, Compensation – Stock Compensation: Topic 718 : Improvements to Employee Share Based Payment Accounting, Management evaluated the effect of the adjustment on the Company’s financial statements under the provision of ASC 250: Accounting Changes and Error Corrections Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements The following are the impacted line items from the Company’s consolidated financial statements illustrating the effect of these revisions, in thousands (other than earnings per common share Consolidated Statement of Operations Twelve months ended December 31, 2017 As reported Adjustment As revised Benefit for income taxes $ (4,980 ) $ (1,173 ) $ (6,153 ) Net Income 5,384 1,173 6,557 Basic earnings per common share $ 0.28 $ 0.06 $ 0.34 Diluted earnings per common share 0.27 0.06 0.33 Consolidated Statements of Changes in Stockholders' Equity Twelve months ended December 31, 2017 As reported Adjustment As revised Cumulative effect of new accounting principle $ 1,173 $ (1,173 ) $ - Net Income 5,384 1,173 6,557 Additionally, the Company identified a $0.7 million classification error between deferred tax asset and deferred tax liability at December 31, 2017 due to improper netting of deferred taxes by jurisdiction. Accordingly, in our Form 10-Q for Q2 2018, we reclassified $0.7 million of deferred tax liabilities, which was included in other liabilities to deferred tax assets in our December 31, 2017 consolidated balance sheet. Consolidated Balance Sheets Balance at December 31, 2017 As reported Adjustment As revised Deferred tax assets $ 7,167 $ (673 ) $ 6,494 Total assets 56,855 (673 ) 56,182 Other liabilities 1,931 673 1,258 Total liabilities $ 27,183 $ 673 $ 26,510 Accounting pronouncements recently adopted In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers . Subsequently, the FASB issued a series of updates to the revenue recognition guidance in ASC 606, Revenue from Contracts with Customers . Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, the new accounting standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for the fiscal year ended December 31, 2018 and interim periods therein. We adopted ASU 2014-09 and all the related updates (collectively, the new revenue standard) on January 1, 2018 to (1) all new contracts This adoption primarily affected our software license sales with multiple deliverables, which typically include the following elements: license, installation and training services and PCS. Under the legacy Select line items which were adjusted upon adoption were as follows in thousands Statement of Operations Twelve months ended December 31, 2018 As Reported Balance without adoption of ASC 606 Effect of Change Revenue $ 92,249 $ 92,723 $ (474 ) Gross profit 23,130 23,604 (474 ) Provision for income taxes 1,131 1,257 126 Net loss (354 ) (6 ) (348 ) Basic loss per common share (0.02 ) - Diluted loss per common share (0.02 ) - Balance Sheet Balance at December 31, 2018 As Reported Balance without adoption of ASC 606 Effect of Change Contract receivables, net $ 21,077 $ 21,077 $ - Deferred tax assets 5,461 5,576 (115 ) Billings in excess of revenue earned 10,609 11,088 (479 ) Accumulated deficit (42,569 ) (42,933 ) 364 In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . The new guidance addresses eight specific cash flow issues and applies to all entities that are required to present a statement of cash flows. ASU 2016-15 was effective for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. We adopted ASU 2016-15 on January 1, 2018, on a retrospective basis. Upon the adoption of ASU 2016-15, cash payments made to settle a contingent consideration liability from an acquisition in excess of the amount recognized at the acquisition date are classified as operating activities, which were previously presented as financing activities. The comparative statement of cash flows has been restated to include only the payments made to settle the contingent liability related to the original amount recognized at the acquisition date in the financing activities; previously, the payment of $0.4 million related to fair value adjustment and interest accretion of the contingent liability was included in financing activities. Upon the adoption of ASU 2016-15, it was reclassified as an operating activity. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the definition of a Business Accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases as of January 1, 2019. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses , which introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for available-for-sale debt securities and requires the entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. The standard also indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. The ASU is effective for public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company's consolidated financial position, results of operations and cash flows. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the reporting unit's carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions [Abstract] | |
Acquisitions | 2. Acquisitions True North On May 11, 2018, GSE, through Performance Solutions, entered into a membership interest purchase agreement with Donald R. Horn, Jenny C. Horn, and True North Consulting LLC (the True North Purchase Agreement) to purchase 100% of the membership interests in True North Consulting LLC (True North) for $9.75 million. The purchase price was subject to customary pre- and post-closing working capital adjustments, resulting in total consideration of $9.9 million. The True North Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions subject to certain limitations. An escrow of $1.5 million was funded from the cash paid to the sellers Debt True North is a provider of technical engineering solutions to nuclear and fossil fuel power plants with an emphasis on regulatory-driven ASME code programs. Located in Montrose, Colorado, True North is a well-regarded service provider to leading companies in the power industry. The acquisition of True North is expected to broaden our engineering services offering, expand our relationships with several of the largest nuclear energy providers in the United States, and add a highly specialized, complimentary talent pool to our employee base. The following table summarizes the consideration paid to acquire True North and the preliminary fair value of the assets acquired and liabilities assumed at the date of the transaction. Due to the recent completion of the acquisition, the Company recorded the assets acquired and liabilities assumed at their preliminary estimated fair value. As of December 31, 2018, the Company had not finalized the determination of the fair value allocated to various assets and liabilities, including, but not limited to, contract receivables, prepaid expenses and other current assets, intangible assets, accounts payable, accrued expenses, accrued compensation and the residual amount allocated to goodwill. The following amounts except for cash are all reflected in the consolidated statement of cash flows within the "Acquisition of True North Consulting, net of cash acquired" line caption. ( in thousands Total purchase price $ 9,915 Purchase price allocation: Cash 306 Contract receivables 1,870 Prepaid expenses and other current assets 8 Property, and equipment, net 1 Intangible assets 5,088 Accounts payable, accrued expenses (1,744 ) Accrued compensation (353 ) Total identifiable net assets 5,176 Goodwill 4,739 Net assets acquired $ 9,915 The fair value of the assets acquired includes gross trade receivables of $1.9 million, of which the Company expects to collect in full. GSE did not acquire any other class of receivable as a result of the acquisition of True North. True North contributed revenue of $8.0 million to GSE for the period from May 11, 2018 to December 31, 2018. The goodwill is primarily attributable to broader engineering service offering to new and existing customers, the workforce of the acquired business and the significant synergies expected to arise after the acquisition of True North. The total amount of goodwill is expected to be tax deductible. All of the $4.7 million of goodwill was assigned to our Performance Improvement Solutions segment. As discussed above, the goodwill amount is provisional pending receipt of the final valuations of various assets and liabilities. The Company identified other intangible assets of $5.1 million, including customer contracts and relationships, tradename, non-compete agreements, and alliance agreements, with amortization periods of four to fifteen years. The fair value of the intangible assets is provisional pending receipt of the final valuations for these assets. The following table summarizes the fair value of intangible assets acquired at the date of acquisition and the related weighted average amortization period: Intangible Assets Weighted Average Amortization Period Fair Value (in years) (in thousands) Customer relationships 15 $ 3,758 Tradename 10 582 Alliance agreements 5 527 Non-compete agreements 4 221 Total $ 5,088 Absolute On September 20, 2017, GSE, through its wholly-owned subsidiary Performance Solutions, acquired 100% of the capital stock of Absolute Consulting (Absolute) for $8.8 million pursuant to the Stock Purchase Agreement by and among Performance Solutions and the sellers of Absolute. The purchase price was subject to a customary working capital adjustment resulting in total consideration of $9.5 million. An indemnification escrow of $1.0 million was funded from the cash paid to the sellers and is available to GSE and Performance Solutions to satisfy indemnification claims until September 20, 2019. Absolute is a provider of technical consulting and staffing solutions to the global nuclear power industry. Located in Navarre, Florida, Absolute has established long-term relationships with blue-chip customers primarily in the nuclear power industry. The acquisition of Absolute is expected to strengthen the Company's global leadership in nuclear training and consulting solutions, add new capacities to our technical consulting and staffing solutions offerings and bring highly complementary customers, while deepening relationships with existing clients. The following table summarizes the consideration paid to acquire Absolute and the fair value of the assets acquired and liabilities assumed at the date of the transaction. The following amounts except for Cash are all reflected in the consolidated statement of cash flow within the "Acquisition of Absolute Consulting, net of cash acquired" line caption. ( in thousands Total purchase price $ 9,521 Purchase price allocation: Cash $ 455 Contract receivables 5,121 Prepaid expenses and other current assets 68 Property, and equipment, net 184 Intangible assets 2,569 Accounts payable, accrued expenses, and other liabilities (78 ) Accrued compensation (1,617 ) Total identifiable net assets 6,702 Goodwill 2,819 Net assets acquired $ 9,521 The goodwill is primarily attributable to the additional capacities to offer broader solutions to new and existing customers and the expected enhanced cost and growth synergies as a result of the acquisition. The total amount of goodwill that is expected to be tax deductible is $2.8 million. All of the $2.8 million of goodwill was assigned to our Nuclear Industry Training and Consulting segment. The fair value of the assets acquired includes gross trade receivables of $5.1 million, of which the Company has collected in full subsequent to the acquisition. GSE did not acquire any other class of receivable as a result of the acquisition of Absolute. The Company identified $2.6 million of other intangible assets, including customer relationships and trademarks/names with amortization periods of three to ten years. The following table summarizes the fair value of intangibles assets acquired at the date of acquisition and the related weighted average amortization period: Intangible Assets Weighted Average Amortization Period Fair Value (in years) (in thousands) Customer relationships 10 $ 1,856 Trademarks/Names 3 713 Total $ 2,569 Unaudited Pro Forma Financial Information The following unaudited pro forma summary presents consolidated information for GSE, True North and Absolute as if the business combination had occurred on January 1, 2017. The unaudited pro forma financial information was prepared based on historical financial information. These pro forma amounts have been calculated after applying GSE's accounting policies and adjusting the results of True North and Absolute to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to fixed assets and intangible assets had been applied from January 1, 2017, with the consequential tax effects. In 2018, GSE has incurred $0.5 million of acquisition-related costs. These expenses are included in general and administrative expense on GSE's consolidated statements of operations and are reflected in pro forma earnings for the year ended December 31, 2017, in the table below. The pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had been completed on January 1, 2017, nor is it intended to be an indication of future operating results. (in thousands) (unaudited) Twelve Months Ended December 31, 2018 2017 Revenue $ 95,419 $ 110,274 Net (Loss) Income (1,717 ) 5,524 Basic (loss) earnings per common share $ (0.09 ) $ 0.29 Diluted (loss) earnings per common share $ (0.09 ) $ 0.28 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue [Abstract] | |
Revenue | 3. Revenue We generate revenue primarily through three broad revenue streams: 1) SDB, 2) Software, and 3) Training and Consulting Services. We recognize revenue from SDB and software contracts mainly through the Performance Improvement Solutions segment and the training and consulting service contracts through both the Performance Improvement Solutions segment and Nuclear Industry Training and Consulting segment. The following table represents a disaggregation of revenue by type of goods or services for the years ended December 31, 2018 and 2017, along with the reportable segment for each category: ( in thousands Twelve Months Ended December 31, 2018 2017 (1) Performance Improvement Solutions segment System Design and Build $ 25,948 $ 29,217 Software 2,883 3,409 Training and Consulting Services 14,123 7,273 Nuclear Industry Training and Consulting segment Training and Consulting Services 49,295 30,981 Total revenue $ 92,249 $ 70,880 (1) SDB contracts are typically fixed-priced, and we receive payments based on a billing schedule as established in our contracts. The transaction price for software contracts is generally fixed. Fees for software are normally due in advance of or shortly after delivery of the software. Fees for PCS are normally paid in advance of the service period. For Training and Consulting Services, the customers are generally billed on a regular basis, such as weekly, biweekly or monthly, for services provided. Contract liability, which we classify as billing in excess of revenue earned, relates to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue as performance obligations are satisfied. The following table reflects the balance of contract liabilities and the revenue recognized in the reporting period that was included in the contract liabilities from contracts with customers: ( in thousands December 31, 2018 December 31, 2017 Billings in excess of revenue earned (BIE) $ 10,609 $ 14,543 Revenue recognized in the period from amounts included in BIE at the beginning of the period $ 11,275 - For an SDB contract, we generally have two main performance obligations: the training simulator build and PCS. The training simulator build generally includes hardware, software, and labor. We recognize the training simulator build revenue over the construction and installation period using the cost-to-cost input method. In applying the cost-to-cost input method, we use the actual costs incurred to date relative to the total estimated costs to measure the work progress toward the completion of the performance obligation and recognize revenue accordingly. Estimated contract costs are reviewed and revised periodically as the work progresses, and the cumulative effect of any change in estimates is recognized in the period in which the change is identified. Estimated losses are recognized in the period such losses are identified. Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change order scope and pricing, software modification and customer acceptance issues. The reliability of these cost estimates is critical to the Company's revenue recognition as a significant change in the estimates can cause the Company's revenue and related margins to change significantly from the amounts estimated in the early stages of the project. For the year ended December 31, 2018, the Company recognized revenue of $2.0 million related to performance obligations satisfied in previous periods. As of December 31, 2018, the aggregate amount of transaction price allocated to the remaining performance obligations of SDB, software and fixed-price training and consulting services contracts is $41.6 million. The Company will recognize the revenue as the performance obligations are satisfied, which is expected to occur over the next twelve months. Part of the training and consulting services contracts are T&M based. Under a typical T&M contract, the Company is compensated based on the number of hours of approved time provided by temporary workers and the bill rates, which are fixed by type of work, as well as approved expenses incurred. As part of our adoption of ASU 2014-09, we have elected to use the optional exemption under ASC 606-10-50-14(b) Revenue from contracts with customers |
Restructuring Expenses
Restructuring Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring Expenses [Abstract] | |
Restructuring Expenses | 4. Restructuring expenses On December 27, 2017, the Board of the Company approved an international restructuring plan to streamline and optimize the Company's global operations. Beginning in December 2017, GSE has been in the process of consolidating its engineering services and R&D activities to Maryland and ceasing an unprofitable non-core business in the United Kingdom (UK). As a result, the Company closed its offices in Nyköping, Sweden; Chennai, India; and Stockton-on-Tees, UK. These actions are designed to improve Company productivity by eliminating duplicate employee functions, increasing GSE's focus on its core business, improving efficiency and maintaining the full range of engineering capabilities while reducing costs and organizational complexity. GSE eliminated approximately 40 positions due to these changes, primarily in Europe and India, and will undertake other cost-savings measures. The restructuring plan is expected to be completed by the first quarter of 2019. As a result of these efforts, as shown in the table below, GSE expects to record a restructuring charge of approximately $2.2 million in total, primarily related to workforce reductions, contracts termination costs and asset write-offs due to the exit activities. We recorded a restructuring charge of $1.3 million for the year ended December 31, 2018, and we expect to record the remaining charges, primarily reflecting the office closure costs, in the first quarter of 2019. In addition to the restructuring costs in the table below, the Company has an estimated $1.6 million of cumulative translation adjustments that will be charged against net income (loss) and an estimated $1.0 million of tax benefits that will be realized upon liquidation of these foreign entities. GSE expects to recognize the remaining restructuring costs, currency translation adjustments and tax benefits by the first quarter of 2019. The following tables summarize the restructuring costs and restructuring liabilities at December 31, 2018. The amounts to be transferred from cumulative translation adjustments and included in determining net loss for the period, in which the liquidation of these foreign entities are completed (2019), are not included in the table below. ( in thousands Total Expected Termination Costs Termination Costs for the Year Accumulated Termination Costs Expected Costs Remaining Employee termination benefits $ 820 $ 355 $ 820 $ - Lease termination costs 700 700 700 - Assets write-offs 222 - 222 - Other restructuring costs 419 214 260 159 Total $ 2,161 $ 1,269 2,002 $ 159 Restructuring Liabilities ( in thousands Employee Termination Benefits Lease Termination Costs Other Restructuring Costs Total Balance as of January 1, 2018 $ 465 $ - $ - $ 465 Accruals 341 668 214 1,223 Payments (737 ) (635 ) (214 ) (1,586 ) Currency translation adjustments (17 ) 1 - (16 ) Balance as of December 31, 2018 $ 52 $ 34 $ - $ 86 The restructuring costs related to our Performance Improvement Solutions segment were included in the consolidated statement of operations within the "Restructuring charges" line caption. The accrued employee termination benefits of $52,000 were reflected in the "Accrued compensation" line in the consolidated balance sheets. $1.6 million of restructuring payments have been made as of December 31, 2018. There was no restructuring payment made for the year ended December 31, 2017. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill The Company reviews goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company tests goodwill at the reporting unit level. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. GAAP. After the acquisition of Hyperspring on November 14, 2014, the Company determined that it had two reporting units, which are the same as our two operating segments: (i) Performance Improvement Solutions; and (ii) Nuclear Industry Training and Consulting (which includes Hyperspring and Absolute). As of December 31, 2018 and 2017, goodwill of $13.2 million and $8.4 million, respectively, related to the acquisitions of Hyperspring, Absolute and True North Consulting. No impairment of goodwill was recorded in 2018 or 2017. The change in the net carrying amount of goodwill from January 1, 2017 through December 31, 2018 was comprised of the following items: (in thousands) Performance Improvement Solutions Nuclear Industry Training and Consulting Total Net book value at January 1, 2017 $ - $ 5,612 $ 5,612 Acquisition - 2,819 2,819 Dispositions - - - Goodwill impairment loss - - - Net book value at December 31, 2017 $ - $ 8,431 $ 8,431 Acquisition 4,739 - 4,739 Dispositions - - - Goodwill impairment loss - - - Net book value at December 31, 2018 $ 4,739 $ 8,431 $ 13,170 Intangible Assets Subject to Amortization As discussed in Note 2, Acquisitions The following table shows the gross carrying amount and accumulated amortization of definite-lived intangible assets: (in thousands) As of December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets Customer relationships $ 6,831 $ (2,375 ) $ 4,456 Trade names 1,295 (318 ) 977 Developed technology 471 (471 ) - Non-contractual customer relationships 433 (433 ) - Noncompete agreement 221 (35 ) 186 Alliance agreement 527 (66 ) 461 Others 167 (167 ) - Total $ 9,945 $ (3,865 ) $ 6,080 (in thousands) As of December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets Customer relationships $ 3,074 $ (1,218 ) $ 1,856 Trade names 713 (33 ) 680 Developed technology 471 (412 ) 59 Non-contractual customer relationships 433 (426 ) 7 Others 167 (165 ) 2 Total $ 4,858 $ (2,254 ) $ 2,604 Amortization expense related to definite-lived intangible assets totaled $1.6 million and $0.3 million for the years ended December 31, 2018 and 2017, respectively. The following table shows the estimated amortization expense of the definite-lived intangible assets for the next five years: (in thousands) Years ended December 31: 2019 $ 1,654 2020 1,332 2021 903 2022 674 2023 455 Thereafter 1,062 $ 6,080 |
Contract Receivables
Contract Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Contract Receivables [Abstract] | |
Contract Receivables | 6. Contract Receivables Contract receivables represent the Company's unconditional rights to considerations due from a broad base of both domestic and international customers. All contract receivables are considered to be collectible within twelve months. Recoverable costs and accrued profit not billed represent costs incurred and associated profit accrued on contracts that will become billable upon future milestones or completion of contracts. The components of contract receivables are as follows: (in thousands) December 31, 2018 2017 Billed receivables $ 15,998 $ 8,154 Unbilled receivables 5,506 5,980 Allowance for doubtful accounts (427 ) (137 ) Total contract receivables, net $ 21,077 $ 13,997 Management reviews collectability of receivables periodically and records an allowance for doubtful accounts to reduce our receivables to their net realizable value when it is probable that the Company will not be able to collect all amounts due according to the contractual terms of the receivable. The allowance for doubtful accounts is based on historical trends of past due accounts, write-offs, and specific identification and review of customer accounts. During the years ended December 31, 2018 and 2017, the Company recorded allowances for doubtful accounts of $294,000 and $118,000, respectively. During January 2019, the Company invoiced $4.1 million of the unbilled amounts related to the balance at December 31, 2018. As of December 31, 2018, the Company had one customer that accounted for 16.8% of its consolidated contract receivables. As of December 31, 2017, the Company had one customer that accounted for 26.7% of its consolidated contract receivables. The activity in the allowance for doubtful accounts is as follows: (in thousands) As of and for the Years ended December 31, 2018 2017 Beginning balance $ 137 $ 17 Current year provision 294 118 Current year write-offs - - Currency adjustment (4 ) 2 Ending balance $ 427 $ 137 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (in thousands) December 31, 2018 2017 Inventory $ 139 $ 755 Income tax receivable 310 418 Prepaid expenses 556 549 Other current assets 795 1,073 Total $ 1,800 $ 2,795 Inventory composed of raw material, is being purchased to support the construction of three major nuclear simulation projects related to a significant contract that was executed during the first quarter of 2016. Inventory is recorded at the lower of cost or net realizable value in accordance with ASC 330, Inventory. Other current assets primarily include value-added tax receivables and cash deposited in a Swedish tax account. Prepaid expenses primarily include prepayment for insurance. |
Equipment, Software, and Leaseh
Equipment, Software, and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2018 | |
Equipment, Software and Leasehold Improvements [Abstract] | |
Equipment, Software and Leasehold Improvements | 8. Equipment, Software and Leasehold Improvements Equipment, software and leasehold improvements, net consist of the following: (in thousands) December 31, 2018 2017 Computer equipment $ 2,178 $ 2,101 Software 1,682 1,598 Leasehold improvements 619 454 Furniture and fixtures 814 629 5,293 4,782 Accumulated depreciation (4,228 ) (3,719 ) Equipment, software and leasehold improvements, net $ 1,065 $ 1,063 Depreciation expense was $0.5 million and $0.3 million for the years ended December 31, 2018 and 2017, respectively. As discussed in Note 4, Restructuring Expenses The fixed assets under the respective offices primarily included computers, office equipment and furniture, software and leasehold improvements. As a result of this test, the Company concluded that these assets were no longer recoverable. Accordingly, we recorded a $0.1 million write-off of the fixed assets which represented the net book value of the respective assets for the year ended December 31, 2017. There was no fixed-asset write-off for the year ended December 31, 2018. |
Software Development Costs
Software Development Costs | 12 Months Ended |
Dec. 31, 2018 | |
Software Development Costs [Abstract] | |
Software Development Costs | 9. Software Development Costs Software development costs, net consist of the following: (in thousands) December 31, 2018 2017 Beginning balance $ 690 $ 982 Additions 432 177 Amortization (507 ) (469 ) Ending balance $ 615 $ 690 Software development costs capitalized were $0.4 million and $0.2 million for the years ended December 31, 2018 and 2017, respectively. Amortization of capitalized software development costs were $507,000 and $469,000 for the years ended December 31, 2018 and 2017, respectively, and were included in cost of revenue in the consolidated statements of operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 10. Fair Value of Financial Instruments ASC 820, Fair Value Measurement The levels of the fair value hierarchy established by ASC 820 are: Level 1: inputs are quoted prices, unadjusted, in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2: inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. A Level 2 input must be observable for substantially the full term of the asset or liability. The Monte Carlo model was used to calculate the fair value of level 2 instruments. The inputs used are current stock price, expected term, risk-free rate, number of trials, volatility and interest rates. Level 3: inputs are unobservable and reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The contingent consideration was based on EBITDA. The Company considers the recorded value of certain of its financial assets and liabilities, which consist primarily of cash equivalents, accounts receivable and accounts payable, to approximate the fair value of the respective assets and liabilities at December 31, 2018 and 2017 based upon the short-term nature of the assets and liabilities. The Company had $1.0 million and $2.3 million deposited in unrestricted money market accounts on December 31, 2018 and 2017, respectively. As of December 31, 2018, the Company had five standby letters of credit totaling $2.3 million which represent performance bonds on three contracts. The following table presents assets and liabilities measured at fair value at December 31, 2018: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Money market funds $ 824 $ - $ - $ 824 Foreign exchange contracts - 43 - 43 Total assets $ 824 $ 43 $ - $ 867 Liability awards - (118 ) - (118 ) Interest rate swap contract - (103 ) - (103 ) Total liabilities $ - $ (221 ) $ - $ (221 ) The following table presents assets and liabilities measured at fair value at December 31, 2017: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Money market funds $ 3,240 $ - $ - $ 3,240 Foreign exchange contracts - 201 - 201 Total assets $ 3,240 $ 201 $ - $ 3,441 Liability awards $ - $ (242 ) $ - $ (242 ) Contingent consideration liability - - (1,701 ) (1,701 ) Total liabilities $ - $ (242 ) $ (1,701 ) $ (1,943 ) During the years ended December 31, 2018 and 2017, the Company did not have any transfers into or out of Level 3. The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the year ended December 31, 2018: (in thousands) Balance, January 1, 2018 $ 1,701 Payments made on contingent liabilities (1,701 ) Change in fair value - Balance, December 31, 2018 $ - The Company made the last payment of the contingent consideration in January 2018. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 11. Debt Citizen's Bank The Company entered into a three-year, $5.0 million revolving line of credit facility (RLOC) with Citizen's Bank on December 29, 2016, to fund general working capital needs, including acquisitions. Working capital advances bear interest of one-month LIBOR plus 2.25% per annum and letter of credit fees are 1.25% per annum. The RLOC will mature on December 29, 2019. The Company is not required to maintain a restricted cash collateral account at Citizen's Bank for outstanding letters of credit and working capital advances. The credit facility agreement is subject to standard financial covenants and reporting requirements. The maximum availability under the RLOC is subject to a borrowing base equal to 80% of eligible accounts receivable, and is reduced for any issued and outstanding letters of credit and working capital advances. At December 31, 2018, there were no outstanding borrowings on the RLOC and five letters of credit totaling $2.3 million. The amount available at December 31, 2018, after consideration of the borrowing base, letters of credit and working capital advances was approximately $2.7 million. At December 31, 2017, there were no outstanding borrowings on the RLOC and three letters of credit totaling $0.8 million. On May 11, 2018, GSE and Performance Solutions (collectively, the Borrower) entered into an Amended and Restated Credit and Security Agreement (the Credit Agreement) with the Bank, amending and restating the Company's existing Credit and Security Agreement with the Bank, which included a $5 million asset-based revolving credit facility between the Borrower and the Bank, to now include (a) a $5 million revolving credit facility not subject to a borrowing base, including a letter of credit sub-facility, and (b) a $25 million delayed draw term loan facility available to be drawn upon for up to 18 months and to finance certain permitted acquisitions by the Borrower. The credit facilities mature in five years and bear interest at LIBOR plus a margin that varies depending on the overall leverage ratio of the Borrower and its subsidiaries. Revolving loans are interest-only with principal due at maturity, while term loans require monthly payments of principal and interest based on an amortization schedule. The Borrower's obligations under the Credit Agreement are guaranteed by GSE's wholly-owned subsidiaries Hyperspring, Absolute, and True North and by any future material domestic subsidiaries (collectively, the Guarantors). The credit facilities are secured by liens on all assets of the Borrower and the Guarantors. The credit facility agreement is subject to standard financial covenants and reporting requirements. At December 31, 2018, the Company was in compliance with its financial covenants. Term Loan As discussed in Note 2, Acquisitions At December 31, 2018, the outstanding long-term debt under the delayed draw term loan facility was as follows: Long-term debt, net of discount $ 8,512 Less: current portion of long-term debt 1,902 Long-term debt, less current portion $ 6,610 The Credit Agreement contains customary covenants and restrictions typical for a financing of this type that, among other things, require the Borrower to satisfy certain financial covenants and restrict the Borrower's and Guarantors' ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants and restrictions after any applicable grace period could result in the obligations under the Credit Agreement becoming immediately due and payable and termination of the credit facilities. In addition to non-compliance with covenants and restrictions, the Credit Agreement also contains other customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the Bank may declare the obligations under the Credit Agreement to be immediately due and payable and may terminate the credit facilities. At December 31, 2018, the Company was in compliance with its financial covenants. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments [Abstract] | |
Derivative Instruments | 12. Derivative Instruments In the normal course of business, our operations are exposed to fluctuations in foreign currency values and interest rate changes. We may seek to control a portion of these risks through a risk management program that includes the use of derivative instruments. Foreign Currency Risk Management The Company utilizes forward foreign currency exchange contracts to manage market risks associated with the fluctuations in foreign currency exchange rates and minimize credit exposure by limiting counterparties to nationally recognized financial institutions. As of December 31, 2018, the Company had foreign exchange contracts outstanding of approximately 3.2 million Euro, which will be valid through 2020. At December 31, 2017, the Company had contracts outstanding of approximately 162.5 million Japanese Yen, 24,000 Euro, and 0.2 million Australian Dollars at fixed rates. The contracts outstanding at December 31, 2017 have expired on various dates from January through December 2018. Interest Rate Risk Management As discussed in Note 11, Debt reduce the impact associated with interest rate fluctuations The Company reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. The estimated net fair values of the derivative contracts on the consolidated balance sheets are as follows: December 31, (in thousands) 2018 2017 Asset derivatives Prepaid expenses and other current assets $ 43 $ 201 43 201 Liability derivatives Other liabilities (103 ) - (103 ) - Net fair value $ (60 ) $ 201 The Company has not designated the derivative contracts as hedges. The changes in the fair value of the derivative contracts are included in (loss) gain on derivative instruments, net, in the consolidated statements of operations. The foreign currency denominated contract receivables, billings in excess of revenue earned, and subcontractor accruals that are related to the outstanding foreign exchange contracts are remeasured at the end of each period into the functional currency using the current exchange rate at the end of the period. The gain or loss resulting from such remeasurement is also included in (loss) gain on derivative instruments, net, in the consolidated statements of operations. For the years ended December 31, 2018 and 2017, the Company recognized a net (loss) gain on its derivative instruments as outlined below: Years ended December 31, (in thousands) 2018 2017 Foreign exchange contracts- change in fair value $ (150 ) $ 73 Interest rate swap - change in fair value (103 ) - Remeasurement of related contract receivables and billings in excess of revenue earned (97 ) 26 $ (350 ) $ 99 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 13. Income Taxes The consolidated income before income taxes, by domestic and foreign sources, is as follows: (in thousands) Years ended December 31, 2018 2017 Domestic $ 2,512 $ 1,580 Foreign (1,735 ) (1,176 ) Total $ 777 $ 404 The provision (benefit) for income taxes is as follows: (in thousands) Years ended December 31, 2018 2017 Current: Federal $ (6 ) $ 459 State 259 47 Foreign 234 19 Subtotal 487 525 Deferred: Federal 600 (5,867 ) State 67 (942 ) Foreign (23 ) 131 Subtotal 644 (6,678 ) Total $ 1,131 $ (6,153 ) The effective income tax rate for the years ended December 31, 2018 and 2017 differed from the statutory federal income tax rate as presented below: Effective Tax Rate Percentage (%) Years ended December 31, 2018 2017 Statutory federal income tax rate 21.0% 34.0% State income taxes, net of federal tax benefit 30.1% (184.7)% Effect of foreign operations (2.1)% 55.4% Change in valuation allowance (43.6)% (2,332.0)% Meals and Entertainment 10.0% 37.9% Stock based compensation (6.9)% (81.7)% 162(m) Limit on compensation 0.0% 52.2% Subpart F Income 0.0% 3.0% Other permanent differences 0.4% 0.2% Uncertain Tax Positions 46.3% 338.1% Change in tax rate (2.8)% 618.1% Worthless stock deduction 0.0% (257.0)% Expired stock options 50.7% 30.2% Change in APB 23 (4.4)% 46.0% Prior year reconciling items (2.4)% 117.3% Expiration of capital Loss 49.3% 0.0% Effective tax rate 145.6% (1,523.0)% The difference between the effective rate and statutory rate in 2018 primarily resulted from permanent differences, the write-off of the stock option deferred tax asset due to expirations, accruals related to uncertain tax positions for certain foreign tax contingencies and revenue recognition, expiration of capital loss, and return to provision true-ups. The Tax Cuts and Jobs Act (the Act) was enacted in the US on December 22, 2017. The Act reduced the US federal corporate income tax rate from 34% to 21%. In 2017, we recorded provisional amounts for certain enactment-date effects of the Act by applying the guidance in SAB 118 because we had not yet completed our enactment-date accounting for these effects. In 2018, the Company concluded its’ analysis under SAB 118 and determined that the changes to 2017 enactment-date provisional amounts increased the effective tax rate in 2018 by 1.77%. Deferred income taxes arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. A summary of the tax effect of the significant components of the deferred income tax assets and liabilities is as follows: (in thousands) As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 4,074 $ 5,009 Capital loss carryforwards - 383 Accruals 760 487 Reserves 479 514 Alternative minimum tax credit carryforwards 213 299 Stock-based compensation expense 563 1,002 Intangibles 674 433 Undistributed earnings of foreign subsidiary - - Other 324 135 Total deferred tax asset 7,087 8,262 Valuation allowance (756 ) (1,095 ) Total deferred tax asset less valuation allowance 6,331 7,167 Deferred tax liabilities: Undistributed earnings of foreign subsidiary (103 ) (149 ) Software development costs (163 ) (188 ) Fixed Assets (44 ) (91 ) Indefinite-lived intangibles (525 ) (337 ) Other (138 ) (45 ) Total deferred tax liability (973 ) (810 ) Net deferred tax asset $ 5,358 $ 6,357 Deferred tax liabilities are included in "Other liabilities" on the consolidated balance sheet. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The Company's ability to realize its deferred tax assets depends primarily upon the preponderance of positive evidence that could be demonstrated by three year cumulative positive earnings, reversal of existing deferred temporary differences, and generation of sufficient future taxable income to allow for the utilization of deductible temporary differences. As of each reporting date, the Company's management considers new evidence, both positive and negative, that could impact management's view with regard to future realization of deferred tax assets to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. This analysis is performed on a jurisdiction by jurisdiction basis. The Company provides forward forecasting which is incorporated into the scheduling analysis to support realization of the deferred tax assets. Based on the assessment the Company's management performed as of December 31, 2018, we conclude that critical pieces of positive evidence supporting the realization of deferred tax assets exist including the strength of three year cumulative positive earnings, reversal of existing deferred temporary differences and future taxable income for the U.S. entities. As a result, the Company has determined that a valuation allowance in the U.S. is not appropriate at this time. A portion of the deferred tax assets is attributable to a capital loss that expired unutilized as of December 31, 2018 because the Company could not support the realization of this DTA, therefore, a valuation allowance has historically existed. The Company was not able to generate sources of capital income and, therefore the expiration and write-off of the capital loss deferred tax asset also generated the release of the valuation allowance existing at December 31, 2017 in the amount of $0.4 million. The Company currently does not have sufficient positive objectively verifiable evidence to substantiate the recovery of the deferred tax assets for India, U.K, Swedish and Chinese deferred tax assets at December 31, 2018, accordingly, a full valuation allowance of $0.75 million has been established on these deferred tax assets, predominantly comprised of net operating losses. At December 31, 2018, the Company's largest consolidated deferred tax asset was $5.1 million, excluding the impact of uncertain tax provisions. It primarily relates to a U.S. net operating loss carryforward of $4.4 million, which expires in various amounts between 2020 and 2037. The amount of U.S. loss carryforward which can be used by the Company each year is limited due to changes in the Company's ownership which occurred in 2003. However, the Company does not anticipate that any of the loss carryforward will expire unutilized. On December 22, 2017, the United States enacted tax reform legislation known as the H.R.1, commonly referred to as the “Tax Cuts and Jobs Act” (the Act), resulting in significant modifications to existing law. The Company follows the guidance in SEC Staff Accounting Bulletin 118 (SAB 118), which provides additional clarification regarding the application of ASC 740 in situations where the Company does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Act for the reporting period in which the Act was enacted. SAB 118 provides for a measurement period beginning in the reporting period that includes the Act’s enactment date and ending when the Company has obtained, prepared, and analyzed the information needed in order to complete the accounting requirements, but in no circumstances should the measurement period extend beyond one year from the enactment date. The Company has completed the accounting for the income tax effects of the Act. There were no material changes from what was reported as of December 31, 2017. The Company recognizes the tax on GILTI as a period cost in the period the tax is incurred. Under this policy, we have not provided deferred taxes related to temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period. For the twelve months ended December 31, 2018, there is no GILTI inclusion. As of December 31, 2018 and 2017, the Company's consolidated cash and cash equivalents totaled $12.1 million and $19.1 million, respectively, including cash and cash equivalents held at non-U.S. entities totaling $4.7 million and $5.4 million, respectively. The non-U.S. entities include operating subsidiaries located in China, United Kingdom, Sweden and India. Of these, the Company does not assert permanent reinvestment in the UK, Sweden or India. Accordingly, the Company analyzed the cumulative earnings and profits and determined no US deferred liability exists given aggregated accumulated deficits. A deferred tax liability in the amount of $0.1 million has been recorded for India with respect to the undistributed earnings related to India’s application of a Dividend Distributions Tax. Undistributed earnings in China are considered indefinitely reinvested as of December 31, 2018, to fund the Company's ongoing international operations. If China were to repatriate the funds it would not incur any tax due to an accumulated earnings and profits deficit. The Company has made an entity classification (CTB) election to treat GSE UK as a disregarded entity effective January 1, 2018. Therefore, as of January 1, 2018, GSE UK is treated as a branch of the US for tax purposes. Accordingly, GSE UK’s 2018 activity has been included in the US Company’s income tax provision. Uncertain Tax Positions Foreign Uncertain Tax Positions During 2018 and 2017, the Company recorded tax liabilities for certain foreign tax contingencies. The Company recorded these uncertain tax positions in other current liabilities on the consolidated balance sheets. During 2017, the Company recorded a tax liability for an uncertain tax position related to the worthless stock deduction on the liquidation of GSE UK. The uncertain tax position is recorded as a component of current and deferred liability. During 2018, the Company recorded a tax liability for an uncertain tax position related to revenue recognition in the US. The uncertain tax position is recorded as a component of current and deferred liability. We believe that is it reasonably possible that a decrease of up to $133,907 in unrecognized tax benefits related to federal and state tax exposures may be necessary within the next 12 months due to the intention of the Company to file an accounting method change related to revenue recognition for tax purposes. The following table outlines the Company's uncertain tax liabilities, including accrued interest and penalties for each jurisdiction: China Ukraine South Korea U.S. (in thousands) Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Total Balance, January 1, 2017 $ 202 $ 209 $ 89 $ 28 $ 129 $ 8 $ - - $ 665 Increases 14 53 11 - 212 37 833 - 1,160 Decreases - - - - - - - - - Balance, December 31, 2017 $ 216 $ 262 $ 100 $ 28 $ 341 $ 45 $ 833 $ - $ 1,825 Increases - 23 - 44 120 66 163 4 420 Decreases 12 - 18 - - - - 30 Balance, December 31, 2018 $ 204 $ 285 $ 82 $ 72 $ 461 $ 111 $ 996 $ 4 $ 2,215 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Capital Stock [Abstract] | |
Capital Stock | 14. Capital Stock The Company’s Board of Directors has authorized 62,000,000 total shares of stock (30,000,000 of additional common shares authorized on June 12, 2018) of which 60,000,000 are designated as common stock and 2,000,000 are designated as preferred stock. The Board of Directors has the authority to establish one or more classes of preferred stock and to determine, within any class of preferred stock, the preferences, rights and other terms of such class. As of December 31, 2018, the Company has reserved 3,615,546 shares of common stock for issuance; 55,000 are reserved for shares upon exercise of outstanding stock options and 1,571,525 are reserved for shares upon vesting of restricted stock units. The Company has 2,247,848 shares available for future grants under the Company’s 1995 Long-Term Incentive Plan. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Long-term incentive plan During 1995, the Company established the 1995 Long-Term Incentive Stock Option Plan (the Plan), which permits the granting of stock options (including incentive stock options and nonqualified stock options) stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards or any combination of these to employees, directors or consultants. The Plan expires on April 21, 2026; the total number of shares that could be issued under the Plan is 7,500,000. As of December 31, 2018, 4,174,981 shares have been issued under the Plan, 55,000 stock options and 1,571,525 restricted stock units (RSUs) were outstanding under the Plan, while 2,247,848 shares remain for future grants under the Plan. The Company recognizes compensation expense on a pro rata straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting terms. The Company recognizes the cumulative effect of a change in the number of awards expected to vest in compensation expense in the period of change. The Company has not capitalized any portion of its stock-based compensation. The Company's forfeiture rate is based on actuals. During the years ended December 31, 2018 and 2017, the Company recognized $1.5 million and $2.5 million, respectively, of stock-based compensation expense under the fair value method. Accordingly, the Company recognized associated deferred income tax benefits of $53,000 and $330,000, respectively, during the years ended December 31, 2018 and 2017. During the years ended December 31, 2018 and 2017, there were approximately $(142,000) and $74,000 of stock-based compensation expense related to the change in fair value of cash-settled RSUs, which the Company accounts for as a liability. Stock options Options to purchase shares of the Company’s common stock under the Plan expire in either seven or ten years from the date of grant and become exercisable in three, five, or seven installments with a certain percentage of options vesting on the first anniversary of the grant date and additional options vesting on each of the subsequent anniversaries of the grant date, subject to acceleration under certain circumstances. Information with respect to stock option activity as of and for the year ended December 31, 2018 is as follows: Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Life (Years) Options outstanding at January 1, 2018 1,046,833 $ 3.33 Options granted - - Options exercised (486,500 ) 1.88 Options forfeited (505,333 ) 4.89 Options outstanding at December 31, 2018 55,000 1.87 $ 17 2.08 Options expected to vest - - $ - - Options exercisable at December 31, 2018 55,000 $ - $ - - Information with respect to stock option activity as of and for the year ended December 31, 2017 is as follows: Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Life (Years) Options outstanding at January 1, 2017 1,556,833 $ 3.15 Options granted - - Options exercised (320,000 ) 2.05 Options forfeited (190,000 ) 4.01 Options outstanding at December 31, 2017 1,046,833 3.33 $ 928 1.28 Options expected to vest 24,000 1.90 $ 33 4.72 Options exercisable at December 31, 2017 1,022,833 $ 3.36 $ 895 1.20 A summary of the status of the Company’s nonvested options as of and for the year ended December 31, 2018 is presented below. Number of Shares Weighted Average Fair Value Nonvested options at January 1, 2018 24,000 $ 0.97 Options granted - - Options forfeited - - Options vested during the period (24,000 ) 0.97 Nonvested options at December 31, 2018 - $ - A summary of the status of the Company’s nonvested options as of and for the year ended December 31, 2017 is presented below. Number of Shares Weighted Average Fair Value Nonvested options at January 1, 2017 72,000 $ 0.97 Options granted - - Options forfeited - - Options vested during the period (48,000 ) 0.97 Nonvested options at December 31, 2017 24,000 $ 0.97 The Company did not grant stock options during the years ended December 31, 2018, and 2017. The Company received cash for the exercise price associated with stock options exercised of $136,000 and $209,000 during the years ended December 31, 2018 and 2017, respectively. The total intrinsic value realized by participants on stock options exercised was $701,318 and $364,974 during the years ended December 31, 2018 and 2017, respectively. Restricted Stock Units During the years ended December 31, 2018 and 2017, the Company issued RSUs to employees which vest upon the achievement of specific market-based or time-based measures. The fair value for RSU's is calculated based on the stock price on the grant date and expensed ratably over the requisite service period, which ranges between one and five years. The following table summarizes the information about vested and unvested restricted stock units for the years ended December 31, 2018 and 2017. Number of Shares Weighted Average Fair Value Nonvested RSUs at January 1, 2018 1,634,663 $ 1.96 RSUs granted 428,526 3.23 RSUs forfeited (140,997 ) 2.47 RSUs vested (350,667 ) 3.30 Nonvested RSUs at December 31, 2018 1,571,525 $ 1.96 Nonvested RSUs at January 1, 2017 1,688,480 $ 1.45 RSUs granted 644,677 3.24 RSUs forfeited (5,500 ) 3.40 RSUs vested (692,994 ) 1.89 Nonvested RSUs at December 31, 2017 1,634,663 $ 1.96 As of December 31, 2018, the Company had $0.8 million of unrecognized compensation expense related to the RSUs expected to be recognized on a pro-rata straight line basis over a weighted average remaining service period of approximately 1.16 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies Leases The Company is obligated under certain noncancelable operating leases for office facilities and equipment. Future minimum lease payments under noncancelable operating leases as of December 31, 2018 are as follows: (in thousands) Gross Future Minimum Lease Payments 2019 $ 922 2020 785 2021 796 2022 771 2023 451 Thereafter 106 Total $ 3,831 Total rent expense under operating leases for the years ended December 31, 2018 and 2017, was approximately $0.9 million and $ 0.8 million, respectively. The office facility leases contain renewal options. Standby letters of credit, bank guarantees, surety bonds and performance bonds As discussed in Note 11, Debt, as of December 31, 2018, the Company had no letters of credit with BB&T bank. The Company had five letters of credit with Citizen's Bank totaling $2.3 million. The Company was contingently liable for these letters of credit. Contingencies Various actions and proceedings are presently pending to which the Company is a party. In the opinion of management, the aggregate liabilities, if any, arising from such actions are not expected to have a material adverse effect on the financial position, results of operations or cash flows of the Company. Legal defense costs are expensed as incurred. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefits [Abstract] | |
Employee Benefits | 17. Employee Benefits The Company has a qualified defined contribution plan that covers all U.S. employees under Section 401(k) of the Internal Revenue Code. Under this plan, the Company's stipulated basic contribution matches a portion of the participants' contributions based upon a defined schedule for GSE Performance Improvement Solutions employees. The Company's contributions to the plan were approximately $309,000 and $305,000 for the years ended December 31, 2018 and 2017, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Information [Abstract] | |
Segment Information | 18. Segment Information The Company has two reportable business segments. The Performance Improvement Solutions segment provides simulation, training and engineering products and services delivered across the breadth of industries we serve. Solutions include simulation for both training and engineering applications. Example engineering services include, but are not limited to, plant design verification and validation, thermal performance evaluation and optimization programs, and engineering programs for plants for ASME code and ASME Section XI. The Company provides these services across all market segments. Example training applications include turnkey and custom training services. Contract terms are typically less than two years. The Nuclear Industry Training and Consulting segment provides specialized workforce solutions primarily to the nuclear industry, working at clients’ facilities. This business is managed through our Hyperspring and Absolute subsidiaries. The business model, management focus, margins and other factors clearly separate this business line from the rest of the GSE product and service portfolio. On May 11, 2018, GSE, through Performance Solutions acquired True North. True North is a provider of technical engineering solutions to nuclear and fossil fuel power plants with an emphasis on regulatory-driven ASME code programs. The acquisition of True North is expected to broaden our engineering services offering, expand our relationships with several of the largest nuclear energy providers in the United States, and add a highly specialized, complimentary talent pool to our employee base. For reporting purposes, True North is included in our Performance Improvement Solutions segment due to similarities in services provided including technical engineering solutions to the nuclear and fossil fuel power sector. In September 20, 2017, the Company acquired Absolute. Absolute is a provider of technical consulting and staffing solutions to the global nuclear power industry and employs approximately 160 professionals with expertise in procedures writing, engineering, technical support, project management, training, project controls, and corrective actions. This acquisition brings a natural adjacency to GSE, fits well with our growth strategy, and benefits our customers from expanded capabilities and offerings. For reporting purposes, Absolute was aggregated with Hyperspring into our Nuclear Industry Training and Consulting segment due to similarities in services provided including training and staff augmentation to the nuclear energy sector. In addition, both entities report to the same management team and share support staff such as sales, recruiting and business development. As such, 100% of the goodwill acquired was allocated to the Nuclear Industry Training and Consulting segment. The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated income before income tax expense (benefit). Inter-segment revenue is eliminated in consolidation and is not significant. (in thousands) Years ended December 31, 2018 2017 Revenue: Performance Improvement Solutions $ 42,954 $ 39,899 Nuclear Industry Training and Consulting 49,295 30,981 $ 92,249 $ 70,880 Depreciation: Performance Improvement Solutions $ 385 $ 321 Nuclear Industry Training and Consulting 130 21 $ 515 $ 342 Amortization of definite-lived intangible assets: Performance Improvement Solutions $ 898 $ 246 Nuclear Industry Training and Consulting 714 89 $ 1,612 $ 335 Operating income Performance Improvement Solutions $ 2,640 $ (3,191 ) Nuclear Industry Training and Consulting (1,274 ) 3,420 Operating income $ 1,366 $ 229 Interest (expense) income, net (268 ) 80 (Loss) Gain on derivative instruments, net (350 ) 99 Other income (expense), net 29 (4 ) Income before income taxes $ 777 $ 404 Additional information relating to segments is as follows: (in thousands) December 31, 2018 2017 Performance Improvement Solutions $ 40,353 $ 33,434 Nuclear Industry Training and Consulting 21,087 22,748 Intercompany receivable elimination - - Total assets $ 61,440 $ 56,182 For the years ended December 31, 2018 and 2017, 91% and 83%, respectively, of the Company’s consolidated revenue was from customers in the nuclear power industry. The Company designs, develops and delivers business and technology solutions to the energy industry worldwide. Revenue, operating income (loss) and total assets for the Company’s United States, European, and Asian subsidiaries as of and for the years ended December 31, 2018 and 2017 are as follows: (in thousands) Year ended December 31, 2018 United States Europe Asia Eliminations Consolidated Revenue $ 88,979 $ 2,150 $ 1,120 $ - $ 92,249 Transfers between geographic locations 2,046 - 199 (2,245 ) - Total revenue $ 91,025 $ 2,150 $ 1,319 $ (2,245 ) $ 92,249 Operating income (loss) $ 2,902 $ (1,116 ) $ (420 ) $ - $ 1,366 Total assets, at December 31 $ 171,206 $ 3,893 $ 3,592 $ (117,251 ) $ 61,440 (in thousands) Year ended December 31, 2017 United States Europe Asia Eliminations Consolidated Revenue $ 66,249 $ 3,196 $ 1,435 $ - $ 70,880 Transfers between geographic locations 1,953 - 668 (2,621 ) - Total revenue $ 68,202 $ 3,196 $ 2,103 $ (2,621 ) $ 70,880 Operating income (loss) $ 1,930 $ (1,585 ) $ (116 ) $ - $ 229 Total assets, at December 31 $ 148,717 $ 5,057 $ 4,313 $ (101,905 ) $ 56,182 Revenues by geographic location above are attributed to the contracting entity. Therefore, revenues from a foreign customer that contracted directly with our U.S. entity are included in revenues from the United States. In Europe, total revenues attributable to our U.K. and Sweden subsidiaries was $0.2 million and $1.9 million for the year ended December 31, 2018. All revenues in Asia were attributable to our Chinese subsidiary. Alternatively, revenues from customers domiciled in foreign countries were approximately 15% and 16%, of the Company’s consolidated 2018 and 2017 revenue, respectively. Revenues from foreign countries where our customers reside were all individually less than 10% of the Company's consolidated revenues during 2018 and 2017. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | 19. Supplemental Disclosure of Cash Flow Information December 31, 2018 December 31, 2017 Cash and cash equivalents $ 12,123 $ 19,111 Restricted cash - 960 Cash, cash equivalents, and restricted cash $ 12,123 $ 20,071 (in thousands) Year ended December 31, 2018 2017 Cash paid: Interest $ 278 $ - Income taxes $ 187 $ 155 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events On February 15, 2019, through its wholly-owned subsidiary Performance Solutions, the Company entered into a membership interest purchase agreement with Steven L. Pellerin, Christopher A. Davenport, and DP Engineering (The “DP Engineering Purchase Agreement”), to purchase 100% of the membership interests in DP Engineering for $13.5 million. The purchase price is subject to customary pre- and post-closing working capital adjustments plus an additional earn-out amount not to exceed $5.0 million, potentially payable in 2020 and 2021 depending on DP Engineering’s satisfaction of certain targets for Adjusted EBITDA in calendar years 2019 and 2020, respectively. The acquisition was completed through the drawdown of $14.3 million (including transaction costs) of the term loan. An escrow of approximately $1.7 million was funded at the closing and is available to GSE and Performance Solutions to satisfy indemnification claims for 18 months after the closing. DP Engineering is a provider of value-added technical engineering solutions and consulting services to nuclear power plants with an emphasis on preparation and implementation of design modifications during plant outages. Located in Fort Worth, Texas, DP Engineering is well-regarded as a leading service provider to the nuclear power industry, having been designated an “engineer of choice” by two large power generation companies. The Company's allocation of the purchase price remains incomplete and the net assets are subject to adjustments within the measurement period, which is not to exceed one year from the acquisition date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of GSE Systems, Inc. and its wholly-owned subsidiaries (collectively the Company). All intercompany balances and transactions have been eliminated in consolidation. |
Accounting estimates | Accounting estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates the estimates used, including, but not limited to those related to revenue recognition on long-term contracts, allowance for doubtful accounts, product warranties, valuation of goodwill and intangible assets acquired, impairment of long-lived assets to be disposed of, valuation of contingent consideration issued in business acquisitions, valuation of stock based compensation awards and the recoverability of deferred tax assets. Actual results could differ from these estimates. |
Business combinations | Business combinations Business combinations are accounted for in accordance with ASC 805, Business Combinations, Revenues and the results of operations of the acquired business are included in the accompanying consolidated statements of operations commencing on the date of acquisition. Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Under ASC 805, contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisition are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to our operating results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue and/or earnings estimates, and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria. |
Revenue recognition | Revenue recognition The Company derives its revenue through three broad revenue streams: 1) System Design and Build (SDB), 2) Software, and 3) Training and Consulting services. We recognize revenue from SDB and software contracts mainly through the Performance Improvement Solutions segment and the training and consulting service contracts through both the Performance Improvement Solutions segment and Nuclear Industry Training and Consulting segment. The SDB contracts are typically fixed-price and consist of initial design, engineering, assembly and installation of training simulators which include hardware, software, labor, and post contract support (PCS) on the software. We generally have two main performance obligations for an SDB contract: the training simulator build and PCS. The training simulator build performance obligation generally includes hardware, software, and labor. The transaction price under the SDB contracts is allocated to each performance obligation based on its standalone selling price. We recognize the training simulator build revenue over the construction and installation period using the cost-to-cost input method as our performance creates or enhances assets with no alternative use to the Company, and we have an enforceable right to payment for performance completed to date. Cost-to-cost input method best measures the progress toward complete satisfaction of the performance obligation. PCS revenue is recognized ratably over the service period, as PCS is deemed a stand-ready obligation. In applying the cost-to-cost input method, we use the actual costs incurred to date relative to the total estimated costs to measure the work progress toward the completion of the performance obligation and recognize revenue accordingly. Estimated contract costs are reviewed and revised periodically as the work progresses, and the cumulative effect of any change in estimates is recognized in the period in which the change is identified. Estimated losses are recognized in the period such losses are identified. Uncertainties inherent in the performance of contracts include labor availability and productivity, material costs, change order scope and pricing, software modification and customer acceptance issues. The reliability of these cost estimates is critical to the Company's revenue recognition as a significant change in the estimates can cause the Company's revenue and related margins to change significantly from the amounts estimated in the early stages of the project. The SDB contracts generally on the systems. The base warranty will not be accounted for as a separate performance obligation under the contract because it does not provide the customer with a service in addition to the assurance evaluated on a case by case basis to determine if it provides more than just assurance that the product operates as intended, which requires carve-out as a separate performance obligation. Revenue from the sale of perpetual standalone and term software licenses, which do not require significant modification or customization, is recognized upon its delivery to the customer. Revenue from the sale of subscription-based standalone software licenses, which do not require significant modification or customization, is recognized ratably over the term of such licenses following delivery to the customer. Delivery is considered to have occurred when the customer receives a copy of the software and is able to use and benefit from the software. A software license sale contract with multiple deliverables typically includes the following elements: license, installation and training services, and PCS. The total transaction price of a software license sale contract is typically fixed, and is allocated to the identified performance obligations based on their relative standalone selling prices. Revenue is recognized as the performance obligations are satisfied. Specifically, license revenue is recognized when the software license is delivered to the customer; installation and training revenue is recognized when the installation and training is completed without regard to a detailed evaluation of the point in time criteria due to the short-term nature of the installation and training services (one to two days on average); and PCS revenue is recognized ratably over the service period, as PCS is deemed as a stand-ready obligation. The contracts within the training and consulting services revenue stream are either time and materials (T&M) based or fixed-price based. Under a typical T&M contract, the Company is compensated based on the number of hours of approved time provided by temporary workers and the bill rates which are fixed by type of work, as well as approved expenses incurred. The customers are billed on a regular basis, such as weekly, biweekly or monthly. In accordance with ASC 606-10-55-18, Revenue from contracts with customers For contracts with multiple performance obligations, we allocate the contract price to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents represent cash and highly liquid investments including money market accounts with maturities of three months or less at the date of purchase. |
Restricted cash | Restricted cash Restricted cash consists of the cash collateralization of outstanding letters of credit used for various advance payment, bid, surety and performance bonds. BB&T Bank has complete and unconditional control over the restricted money market accounts. As of December 31, 2018 and 2017, the cash collateral account totaled $0.0 million and $1.0 million, respectively, and was classified as restricted cash on the consolidated balance sheets. As of December 31, 2018, all BB&T accounts have been closed. |
Contract receivables, net | Contract receivables, net Contract receivables include recoverable costs and accrued profit not billed which represents revenue recognized in excess of amounts billed. Billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets represent advanced billings to clients on contracts in advance of work performed. Generally, such amounts will be earned and recognized over the next twelve months. Billed receivables are recorded at invoiced amounts. The allowance for doubtful accounts is based on historical trends of past due accounts, write-offs, specific identification and review of customer accounts. |
Equipment, software and leasehold improvements, net | Equipment, software and leasehold improvements, net Equipment and purchased software are recorded at cost and depreciated using the straight-line method with estimated useful lives ranging from three to ten years. Leasehold improvements are amortized over the life of the lease or the estimated useful life, whichever is shorter, using the straight-line method. Upon sale or retirement, the cost and related depreciation are eliminated from the respective accounts and any resulting gain or loss is included in operations. Maintenance and repairs are charged to expense as incurred. |
Software development costs | Software development costs Certain computer software development costs, including direct labor cost, are capitalized in the accompanying consolidated balance sheets. Capitalization of computer software development costs begins upon the establishment of technological feasibility. Capitalization ceases and amortization of capitalized costs begins when the software product is commercially available for general release to customers. Amortization of capitalized computer software development costs is included in cost of revenue and is determined using the straight-line method over the remaining estimated economic life of the product, typically three years. On an annual basis, or more frequently as conditions indicate, the Company assesses the recovery of the unamortized software development costs by estimating the net undiscounted cash flows expected to be generated by the sale of the product. If the undiscounted cash flows are not sufficient to recover the unamortized software costs the Company will write-down the carrying amount of such asset to its estimated fair value based on the future discounted cash flows. The excess of any unamortized computer software costs over the related fair value is written down and charged to operations. |
Development expenditures | Development expenditures Development expenditures incurred to meet customer specifications under contracts are charged to contract costs. Company sponsored development expenditures are either charged to operations as incurred and are included in research and development expenses or are capitalized as software development costs. See Note 9, Software development costs |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets, such as equipment, purchased software, capitalized software development costs, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer be depreciated. On December 27, 2017, the Board of the Company approved an international restructuring plan to streamline and optimize the Company’s global operations. As a result, the Company will be closing its offices in Nyköping, Sweden; Chennai, India; and Stockton-on-Tees, UK. The Company's management conducted an impairment review of the assets to be disposed of under the plan. Based upon this review, we recorded an impairment loss of $0.2 million representing the net book value of the equipment and intangible assets subject to amortization under the respective offices as of December 31, 2017. See Note 4, Restructuring Expenses |
Goodwill and intangible assets | Goodwill and intangible assets The Company’s intangible assets include amounts recognized in connection with business acquisitions, including customer relationships, trade names, non-compete agreements and alliance agreements. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets, except for contract backlog and contractual customer relations, which are recognized in proportion to the related project revenue streams. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. The Company does not have any intangible assets with indefinite useful lives. Goodwill represents the excess of costs over fair value of assets of businesses acquired. The Company reviews goodwill for impairment annually as of December 31 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable in accordance with ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Under ASU 2011-08, an entity is not required to perform step one of the goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. For the annual goodwill impairment test as of December 31, 2018, the Company performed a qualitative step zero goodwill impairment test and concluded that it was more likely than not fair values of each of the reporting units exceeded their respective carrying values. No goodwill impairment was recorded during 2018 or 2017. |
Foreign currency translation | Foreign currency translation The United States Dollar (USD) is the functional currency of GSE and our subsidiaries operating in the United States. Our subsidiaries' financial statements are maintained in their functional currencies. The functional currency of each of our foreign subsidiaries is the currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries' financial statements are translated into USD using the exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated into USD using the period-end spot foreign exchange rates. Income and expenses are translated at the average exchange rate for the year. Equity accounts are translated at historical exchange rates. The effects of these translation adjustments are cumulative translation adjustments, which are reported as a component of accumulated other comprehensive income (loss) included in the consolidated statements of changes in stockholders' equity. For any business transaction that is in a currency different from the entity's functional currency, we record a gain or loss based on the difference between the exchange rate at the transaction date and the exchange rate at the transaction settlement date (or rate at period end, if unsettled) to foreign currency realized gain (loss) account, net gain (loss) on derivative instruments in the consolidated statements of operations. |
Accrued warranty | Accrued warranty For contracts that contain a warranty provision, the Company provides an accrual for estimated future warranty costs based on historical experience and projected claims. The Company's contracts may contain warranty provisions ranging from one to five years. The current portion of the accrued warranty is presented separately on the consolidated balance sheets within current liabilities whereas the noncurrent portion is included in other liabilities. The activity in the accrued warranty accounts is as follows: (in thousands) As of and for the years ended December 31, 2018 2017 Beginning balance $ 1,953 $ 1,478 Current year provision (107 ) 707 Current year claims (215 ) (245 ) Currency adjustment (10 ) 13 Ending balance $ 1,621 $ 1,953 |
Income taxes | Income taxes Income taxes are provided under the asset and liability method. Under this method, deferred income taxes are determined based on the differences between the consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. A provision is made for the Company's current liability for federal, state and foreign income taxes and the change in the Company's deferred income tax assets and liabilities. We establish accruals for uncertain tax positions taken or expected to be taken in a tax return when it is not more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Favorable or unfavorable adjustment of the accrual for any particular issue would be recognized as an increase or decrease to income tax expense in the period of a change in facts and circumstances. Interest and penalties related to income taxes are accounted for as income tax expense. |
Stock-based compensation | Stock-based compensation Share-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, Compensation-Stock Compensation |
Earnings per share | Earnings per share Basic earnings per share is based on the weighted average number of outstanding common shares for the period. Diluted earnings per share adjusts the weighted average shares outstanding for the potential dilution that could occur if outstanding vested stock options were exercised. Basic and diluted earnings per share is based on the weighted average number of outstanding shares for the period. The number of common shares and common share equivalents used in the determination of basic and diluted (loss) earnings per share were as follows: (in thousands, except for per share data) Years ended December 31, 2018 2017 Numerator: Net (loss) income attributed to common stockholders $ (354 ) $ 6,557 Denominator: Weighted-average shares outstanding for basic earnings per share 19,704,999 19,259,966 Effect of dilutive securities: Employee stock options and warrants - 345,461 Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 19,704,999 19,605,427 Shares related to dilutive securities excluded because inclusion would be anti-dilutive 217,152 374,833 Conversion of certain outstanding stock options was not assumed for the years ended December 31, 2018 and 2017 because the impact would have been anti-dilutive. |
Significant customers and concentration of credit risk | Significant customers and concentration of credit risk For the year ended December 31, 2018, we have a concentration of revenue from two individual customers, which accounted for 14.3% and 26.9% of our consolidated revenue, respectively. For the year ended December 31, 2017, we have a concentration of revenue from two customers, which accounted for 18.2% and 20.8% of our consolidated revenue, respectively. These customers are part of Performance and both Performance and NITC segments, respectively. No other individual customer accounted for more than 10% of our consolidated revenue in 2018 or 2017. As of December 31, 2018, we have one customer that accounted for 16.8% of the Company’s consolidated contract receivables. As of December 31, 2017, the Company had one customer that accounted for 26.7% of the Company’s consolidated contract receivables. |
Fair values of financial instruments | Fair values of financial instruments The carrying amounts of current assets and current liabilities reported in the consolidated balance sheets approximate fair value due to their short term duration. |
Derivative instruments | Derivative instruments The Company utilizes forward foreign currency exchange contracts to manage market risks associated with the fluctuations in foreign currency exchange rates. It is the Company's policy to use such derivative financial instruments to protect against market risk arising in the normal course of business in order to reduce the impact of these exposures. The Company minimizes credit exposure by limiting counterparties to nationally recognized financial institutions. |
Reclassifications | Reclassifications and Immaterial Correction of an Error in Previously Issued Financial Statements Certain prior year amounts have been reclassified to conform with the current year presentation. The Company reclassified the cash payments made to settle the contingent liability from acquisition in excess of the amount recognized at the acquisition date to operating activities from financing activities due to the adoption of ASU 2016-15. Subsequent to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, the Company determined that in connection with the adoption of ASU 2016-09, Compensation – Stock Compensation: Topic 718 : Improvements to Employee Share Based Payment Accounting, Management evaluated the effect of the adjustment on the Company’s financial statements under the provision of ASC 250: Accounting Changes and Error Corrections Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements |
Accounting pronouncements recently adopted | The following are the impacted line items from the Company’s consolidated financial statements illustrating the effect of these revisions, in thousands (other than earnings per common share Consolidated Statement of Operations Twelve months ended December 31, 2017 As reported Adjustment As revised Benefit for income taxes $ (4,980 ) $ (1,173 ) $ (6,153 ) Net Income 5,384 1,173 6,557 Basic earnings per common share $ 0.28 $ 0.06 $ 0.34 Diluted earnings per common share 0.27 0.06 0.33 Consolidated Statements of Changes in Stockholders' Equity Twelve months ended December 31, 2017 As reported Adjustment As revised Cumulative effect of new accounting principle $ 1,173 $ (1,173 ) $ - Net Income 5,384 1,173 6,557 Additionally, the Company identified a $0.7 million classification error between deferred tax asset and deferred tax liability at December 31, 2017 due to improper netting of deferred taxes by jurisdiction. Accordingly, in our Form 10-Q for Q2 2018, we reclassified $0.7 million of deferred tax liabilities, which was included in other liabilities to deferred tax assets in our December 31, 2017 consolidated balance sheet. Consolidated Balance Sheets Balance at December 31, 2017 As reported Adjustment As revised Deferred tax assets $ 7,167 $ (673 ) $ 6,494 Total assets 56,855 (673 ) 56,182 Other liabilities 1,931 673 1,258 Total liabilities $ 27,183 $ 673 $ 26,510 Accounting pronouncements recently adopted In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers . Subsequently, the FASB issued a series of updates to the revenue recognition guidance in ASC 606, Revenue from Contracts with Customers . Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services. In addition, the new accounting standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for the fiscal year ended December 31, 2018 and interim periods therein. We adopted ASU 2014-09 and all the related updates (collectively, the new revenue standard) on January 1, 2018 to (1) all new contracts This adoption primarily affected our software license sales with multiple deliverables, which typically include the following elements: license, installation and training services and PCS. Under the legacy Select line items which were adjusted upon adoption were as follows in thousands Statement of Operations Twelve months ended December 31, 2018 As Reported Balance without adoption of ASC 606 Effect of Change Revenue $ 92,249 $ 92,723 $ (474 ) Gross profit 23,130 23,604 (474 ) Provision for income taxes 1,131 1,257 126 Net loss (354 ) (6 ) (348 ) Basic loss per common share (0.02 ) - Diluted loss per common share (0.02 ) - Balance Sheet Balance at December 31, 2018 As Reported Balance without adoption of ASC 606 Effect of Change Contract receivables, net $ 21,077 $ 21,077 $ - Deferred tax assets 5,461 5,576 (115 ) Billings in excess of revenue earned 10,609 11,088 (479 ) Accumulated deficit (42,569 ) (42,933 ) 364 In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . The new guidance addresses eight specific cash flow issues and applies to all entities that are required to present a statement of cash flows. ASU 2016-15 was effective for fiscal reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. We adopted ASU 2016-15 on January 1, 2018, on a retrospective basis. Upon the adoption of ASU 2016-15, cash payments made to settle a contingent consideration liability from an acquisition in excess of the amount recognized at the acquisition date are classified as operating activities, which were previously presented as financing activities. The comparative statement of cash flows has been restated to include only the payments made to settle the contingent liability related to the original amount recognized at the acquisition date in the financing activities; previously, the payment of $0.4 million related to fair value adjustment and interest accretion of the contingent liability was included in financing activities. Upon the adoption of ASU 2016-15, it was reclassified as an operating activity. In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the definition of a Business |
Accounting pronouncements not yet adopted | Accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016-02, Leases as of January 1, 2019. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses , which introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for available-for-sale debt securities and requires the entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. The standard also indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. The ASU is effective for public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company's consolidated financial position, results of operations and cash flows. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment . ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the reporting unit's carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Activities in the Accrued Warranty Accounts | The activity in the accrued warranty accounts is as follows: (in thousands) As of and for the years ended December 31, 2018 2017 Beginning balance $ 1,953 $ 1,478 Current year provision (107 ) 707 Current year claims (215 ) (245 ) Currency adjustment (10 ) 13 Ending balance $ 1,621 $ 1,953 |
Earnings (Loss) Per Share, Basic and Diluted | The number of common shares and common share equivalents used in the determination of basic and diluted (loss) earnings per share were as follows: (in thousands, except for per share data) Years ended December 31, 2018 2017 Numerator: Net (loss) income attributed to common stockholders $ (354 ) $ 6,557 Denominator: Weighted-average shares outstanding for basic earnings per share 19,704,999 19,259,966 Effect of dilutive securities: Employee stock options and warrants - 345,461 Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 19,704,999 19,605,427 Shares related to dilutive securities excluded because inclusion would be anti-dilutive 217,152 374,833 |
Select Line Items Adjusted Upon Adoption | Select line items which were adjusted upon adoption were as follows in thousands Statement of Operations Twelve months ended December 31, 2018 As Reported Balance without adoption of ASC 606 Effect of Change Revenue $ 92,249 $ 92,723 $ (474 ) Gross profit 23,130 23,604 (474 ) Provision for income taxes 1,131 1,257 126 Net loss (354 ) (6 ) (348 ) Basic loss per common share (0.02 ) - Diluted loss per common share (0.02 ) - Balance Sheet Balance at December 31, 2018 As Reported Balance without adoption of ASC 606 Effect of Change Contract receivables, net $ 21,077 $ 21,077 $ - Deferred tax assets 5,461 5,576 (115 ) Billings in excess of revenue earned 10,609 11,088 (479 ) Accumulated deficit (42,569 ) (42,933 ) 364 |
Schedule of Error Corrections and Prior Period Adjustments | The following are the impacted line items from the Company’s consolidated financial statements illustrating the effect of these revisions, in thousands (other than earnings per common share Consolidated Statement of Operations Twelve months ended December 31, 2017 As reported Adjustment As revised Benefit for income taxes $ (4,980 ) $ (1,173 ) $ (6,153 ) Net Income 5,384 1,173 6,557 Basic earnings per common share $ 0.28 $ 0.06 $ 0.34 Diluted earnings per common share 0.27 0.06 0.33 Consolidated Statements of Changes in Stockholders' Equity Twelve months ended December 31, 2017 As reported Adjustment As revised Cumulative effect of new accounting principle $ 1,173 $ (1,173 ) $ - Net Income 5,384 1,173 6,557 Additionally, the Company identified a $0.7 million classification error between deferred tax asset and deferred tax liability at December 31, 2017 due to improper netting of deferred taxes by jurisdiction. Accordingly, in our Form 10-Q for Q2 2018, we reclassified $0.7 million of deferred tax liabilities, which was included in other liabilities to deferred tax assets in our December 31, 2017 consolidated balance sheet. Consolidated Balance Sheets Balance at December 31, 2017 As reported Adjustment As revised Deferred tax assets $ 7,167 $ (673 ) $ 6,494 Total assets 56,855 (673 ) 56,182 Other liabilities 1,931 673 1,258 Total liabilities $ 27,183 $ 673 $ 26,510 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition [Abstract] | |
Business Acquisition, Pro Forma Information | (in thousands) (unaudited) Twelve Months Ended December 31, 2018 2017 Revenue $ 95,419 $ 110,274 Net (Loss) Income (1,717 ) 5,524 Basic (loss) earnings per common share $ (0.09 ) $ 0.29 Diluted (loss) earnings per common share $ (0.09 ) $ 0.28 |
True North Consulting, LLC [Member] | |
Business Acquisition [Abstract] | |
Consideration Paid For Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid to acquire True North and the preliminary fair value of the assets acquired and liabilities assumed at the date of the transaction. Due to the recent completion of the acquisition, the Company recorded the assets acquired and liabilities assumed at their preliminary estimated fair value. As of December 31, 2018, the Company had not finalized the determination of the fair value allocated to various assets and liabilities, including, but not limited to, contract receivables, prepaid expenses and other current assets, intangible assets, accounts payable, accrued expenses, accrued compensation and the residual amount allocated to goodwill. The following amounts except for cash are all reflected in the consolidated statement of cash flows within the "Acquisition of True North Consulting, net of cash acquired" line caption. ( in thousands Total purchase price $ 9,915 Purchase price allocation: Cash 306 Contract receivables 1,870 Prepaid expenses and other current assets 8 Property, and equipment, net 1 Intangible assets 5,088 Accounts payable, accrued expenses (1,744 ) Accrued compensation (353 ) Total identifiable net assets 5,176 Goodwill 4,739 Net assets acquired $ 9,915 |
Fair Value of Intangible Assets Acquired and Related Weighted Average Amortization Period | The following table summarizes the fair value of intangible assets acquired at the date of acquisition and the related weighted average amortization period: Intangible Assets Weighted Average Amortization Period Fair Value (in years) (in thousands) Customer relationships 15 $ 3,758 Tradename 10 582 Alliance agreements 5 527 Non-compete agreements 4 221 Total $ 5,088 |
Absolute Consulting, Inc. [Member] | |
Business Acquisition [Abstract] | |
Consideration Paid For Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid to acquire Absolute and the fair value of the assets acquired and liabilities assumed at the date of the transaction. The following amounts except for Cash are all reflected in the consolidated statement of cash flow within the "Acquisition of Absolute Consulting, net of cash acquired" line caption. ( in thousands Total purchase price $ 9,521 Purchase price allocation: Cash $ 455 Contract receivables 5,121 Prepaid expenses and other current assets 68 Property, and equipment, net 184 Intangible assets 2,569 Accounts payable, accrued expenses, and other liabilities (78 ) Accrued compensation (1,617 ) Total identifiable net assets 6,702 Goodwill 2,819 Net assets acquired $ 9,521 |
Fair Value of Intangible Assets Acquired and Related Weighted Average Amortization Period | The Company identified $2.6 million of other intangible assets, including customer relationships and trademarks/names with amortization periods of three to ten years. The following table summarizes the fair value of intangibles assets acquired at the date of acquisition and the related weighted average amortization period: Intangible Assets Weighted Average Amortization Period Fair Value (in years) (in thousands) Customer relationships 10 $ 1,856 Trademarks/Names 3 713 Total $ 2,569 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The following table represents a disaggregation of revenue by type of goods or services for the years ended December 31, 2018 and 2017, along with the reportable segment for each category: ( in thousands Twelve Months Ended December 31, 2018 2017 (1) Performance Improvement Solutions segment System Design and Build $ 25,948 $ 29,217 Software 2,883 3,409 Training and Consulting Services 14,123 7,273 Nuclear Industry Training and Consulting segment Training and Consulting Services 49,295 30,981 Total revenue $ 92,249 $ 70,880 (1) |
Balance of Contract Liabilities and Revenue Recognized in Reporting Period | The following table reflects the balance of contract liabilities and the revenue recognized in the reporting period that was included in the contract liabilities from contracts with customers: ( in thousands December 31, 2018 December 31, 2017 Billings in excess of revenue earned (BIE) $ 10,609 $ 14,543 Revenue recognized in the period from amounts included in BIE at the beginning of the period $ 11,275 - |
Restructuring Expenses (Tables)
Restructuring Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring Expenses [Abstract] | |
Restructuring Costs | The following tables summarize the restructuring costs and restructuring liabilities at December 31, 2018. The amounts to be transferred from cumulative translation adjustments and included in determining net loss for the period, in which the liquidation of these foreign entities are completed (2019), are not included in the table below. ( in thousands Total Expected Termination Costs Termination Costs for the Year Accumulated Termination Costs Expected Costs Remaining Employee termination benefits $ 820 $ 355 $ 820 $ - Lease termination costs 700 700 700 - Assets write-offs 222 - 222 - Other restructuring costs 419 214 260 159 Total $ 2,161 $ 1,269 2,002 $ 159 |
Restructuring Reserve | Restructuring Liabilities ( in thousands Employee Termination Benefits Lease Termination Costs Other Restructuring Costs Total Balance as of January 1, 2018 $ 465 $ - $ - $ 465 Accruals 341 668 214 1,223 Payments (737 ) (635 ) (214 ) (1,586 ) Currency translation adjustments (17 ) 1 - (16 ) Balance as of December 31, 2018 $ 52 $ 34 $ - $ 86 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets [Abstract] | |
Change in Net Carrying Amount of Goodwill | The change in the net carrying amount of goodwill from January 1, 2017 through December 31, 2018 was comprised of the following items: (in thousands) Performance Improvement Solutions Nuclear Industry Training and Consulting Total Net book value at January 1, 2017 $ - $ 5,612 $ 5,612 Acquisition - 2,819 2,819 Dispositions - - - Goodwill impairment loss - - - Net book value at December 31, 2017 $ - $ 8,431 $ 8,431 Acquisition 4,739 - 4,739 Dispositions - - - Goodwill impairment loss - - - Net book value at December 31, 2018 $ 4,739 $ 8,431 $ 13,170 |
Definite-Lived Intangible Assets | The following table shows the gross carrying amount and accumulated amortization of definite-lived intangible assets: (in thousands) As of December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets Customer relationships $ 6,831 $ (2,375 ) $ 4,456 Trade names 1,295 (318 ) 977 Developed technology 471 (471 ) - Non-contractual customer relationships 433 (433 ) - Noncompete agreement 221 (35 ) 186 Alliance agreement 527 (66 ) 461 Others 167 (167 ) - Total $ 9,945 $ (3,865 ) $ 6,080 (in thousands) As of December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets Customer relationships $ 3,074 $ (1,218 ) $ 1,856 Trade names 713 (33 ) 680 Developed technology 471 (412 ) 59 Non-contractual customer relationships 433 (426 ) 7 Others 167 (165 ) 2 Total $ 4,858 $ (2,254 ) $ 2,604 |
Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense related to definite-lived intangible assets totaled $1.6 million and $0.3 million for the years ended December 31, 2018 and 2017, respectively. The following table shows the estimated amortization expense of the definite-lived intangible assets for the next five years: (in thousands) Years ended December 31: 2019 $ 1,654 2020 1,332 2021 903 2022 674 2023 455 Thereafter 1,062 $ 6,080 |
Contract Receivables (Tables)
Contract Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Contract Receivables [Abstract] | |
Contract Receivables | Recoverable costs and accrued profit not billed represent costs incurred and associated profit accrued on contracts that will become billable upon future milestones or completion of contracts. The components of contract receivables are as follows: (in thousands) December 31, 2018 2017 Billed receivables $ 15,998 $ 8,154 Unbilled receivables 5,506 5,980 Allowance for doubtful accounts (427 ) (137 ) Total contract receivables, net $ 21,077 $ 13,997 |
Allowance For Doubtful Account Rollforward | The activity in the allowance for doubtful accounts is as follows: (in thousands) As of and for the Years ended December 31, 2018 2017 Beginning balance $ 137 $ 17 Current year provision 294 118 Current year write-offs - - Currency adjustment (4 ) 2 Ending balance $ 427 $ 137 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: (in thousands) December 31, 2018 2017 Inventory $ 139 $ 755 Income tax receivable 310 418 Prepaid expenses 556 549 Other current assets 795 1,073 Total $ 1,800 $ 2,795 |
Equipment, Software, and Leas_2
Equipment, Software, and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equipment, Software and Leasehold Improvements [Abstract] | |
Equipment, Software and Leasehold Improvements | Equipment, software and leasehold improvements, net consist of the following: (in thousands) December 31, 2018 2017 Computer equipment $ 2,178 $ 2,101 Software 1,682 1,598 Leasehold improvements 619 454 Furniture and fixtures 814 629 5,293 4,782 Accumulated depreciation (4,228 ) (3,719 ) Equipment, software and leasehold improvements, net $ 1,065 $ 1,063 |
Software Development Costs (Tab
Software Development Costs (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Software Development Costs [Abstract] | |
Software Development Costs | Software development costs, net consist of the following: (in thousands) December 31, 2018 2017 Beginning balance $ 690 $ 982 Additions 432 177 Amortization (507 ) (469 ) Ending balance $ 615 $ 690 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value of Financial Instruments [Abstract] | |
Assets and Liabilities Measured at Fair Value | The following table presents assets and liabilities measured at fair value at December 31, 2018: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Money market funds $ 824 $ - $ - $ 824 Foreign exchange contracts - 43 - 43 Total assets $ 824 $ 43 $ - $ 867 Liability awards - (118 ) - (118 ) Interest rate swap contract - (103 ) - (103 ) Total liabilities $ - $ (221 ) $ - $ (221 ) The following table presents assets and liabilities measured at fair value at December 31, 2017: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Money market funds $ 3,240 $ - $ - $ 3,240 Foreign exchange contracts - 201 - 201 Total assets $ 3,240 $ 201 $ - $ 3,441 Liability awards $ - $ (242 ) $ - $ (242 ) Contingent consideration liability - - (1,701 ) (1,701 ) Total liabilities $ - $ (242 ) $ (1,701 ) $ (1,943 ) |
Roll-Forward of the Fair Value of the Contingent Consideration | The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the year ended December 31, 2018: (in thousands) Balance, January 1, 2018 $ 1,701 Payments made on contingent liabilities (1,701 ) Change in fair value - Balance, December 31, 2018 $ - The Company made the last payment of the contingent consideration in January 2018. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long-Term Debt [Abstract] | |
Outstanding Long-term Debt | At December 31, 2018, the outstanding long-term debt under the delayed draw term loan facility was as follows: Long-term debt, net of discount $ 8,512 Less: current portion of long-term debt 1,902 Long-term debt, less current portion $ 6,610 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments [Abstract] | |
Estimated Fair Value of the Contracts in the Consolidated Balance Sheets | The Company reports all derivatives at fair value. These contracts are recognized as either assets or liabilities, depending upon the derivative’s fair value. The estimated net fair values of the derivative contracts on the consolidated balance sheets are as follows: December 31, (in thousands) 2018 2017 Asset derivatives Prepaid expenses and other current assets $ 43 $ 201 43 201 Liability derivatives Other liabilities (103 ) - (103 ) - Net fair value $ (60 ) $ 201 |
Net (Loss) Gain on Derivative Instruments | For the years ended December 31, 2018 and 2017, the Company recognized a net (loss) gain on its derivative instruments as outlined below: Years ended December 31, (in thousands) 2018 2017 Foreign exchange contracts- change in fair value $ (150 ) $ 73 Interest rate swap - change in fair value (103 ) - Remeasurement of related contract receivables and billings in excess of revenue earned (97 ) 26 $ (350 ) $ 99 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Income Before Income Taxes by Domestic and Foreign Sources | The consolidated income before income taxes, by domestic and foreign sources, is as follows: (in thousands) Years ended December 31, 2018 2017 Domestic $ 2,512 $ 1,580 Foreign (1,735 ) (1,176 ) Total $ 777 $ 404 |
Provision (Benefit) For Income Taxes | The provision (benefit) for income taxes is as follows: (in thousands) Years ended December 31, 2018 2017 Current: Federal $ (6 ) $ 459 State 259 47 Foreign 234 19 Subtotal 487 525 Deferred: Federal 600 (5,867 ) State 67 (942 ) Foreign (23 ) 131 Subtotal 644 (6,678 ) Total $ 1,131 $ (6,153 ) |
Effective Income Tax Rate Reconciliation | The effective income tax rate for the years ended December 31, 2018 and 2017 differed from the statutory federal income tax rate as presented below: Effective Tax Rate Percentage (%) Years ended December 31, 2018 2017 Statutory federal income tax rate 21.0% 34.0% State income taxes, net of federal tax benefit 30.1% (184.7)% Effect of foreign operations (2.1)% 55.4% Change in valuation allowance (43.6)% (2,332.0)% Meals and Entertainment 10.0% 37.9% Stock based compensation (6.9)% (81.7)% 162(m) Limit on compensation 0.0% 52.2% Subpart F Income 0.0% 3.0% Other permanent differences 0.4% 0.2% Uncertain Tax Positions 46.3% 338.1% Change in tax rate (2.8)% 618.1% Worthless stock deduction 0.0% (257.0)% Expired stock options 50.7% 30.2% Change in APB 23 (4.4)% 46.0% Prior year reconciling items (2.4)% 117.3% Expiration of capital Loss 49.3% 0.0% Effective tax rate 145.6% (1,523.0)% |
Deferred Tax Assets and Liabilities | Deferred income taxes arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. A summary of the tax effect of the significant components of the deferred income tax assets and liabilities is as follows: (in thousands) As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 4,074 $ 5,009 Capital loss carryforwards - 383 Accruals 760 487 Reserves 479 514 Alternative minimum tax credit carryforwards 213 299 Stock-based compensation expense 563 1,002 Intangibles 674 433 Undistributed earnings of foreign subsidiary - - Other 324 135 Total deferred tax asset 7,087 8,262 Valuation allowance (756 ) (1,095 ) Total deferred tax asset less valuation allowance 6,331 7,167 Deferred tax liabilities: Undistributed earnings of foreign subsidiary (103 ) (149 ) Software development costs (163 ) (188 ) Fixed Assets (44 ) (91 ) Indefinite-lived intangibles (525 ) (337 ) Other (138 ) (45 ) Total deferred tax liability (973 ) (810 ) Net deferred tax asset $ 5,358 $ 6,357 |
Uncertain Tax Liabilities | The following table outlines the Company's uncertain tax liabilities, including accrued interest and penalties for each jurisdiction: China Ukraine South Korea U.S. (in thousands) Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Total Balance, January 1, 2017 $ 202 $ 209 $ 89 $ 28 $ 129 $ 8 $ - - $ 665 Increases 14 53 11 - 212 37 833 - 1,160 Decreases - - - - - - - - - Balance, December 31, 2017 $ 216 $ 262 $ 100 $ 28 $ 341 $ 45 $ 833 $ - $ 1,825 Increases - 23 - 44 120 66 163 4 420 Decreases 12 - 18 - - - - 30 Balance, December 31, 2018 $ 204 $ 285 $ 82 $ 72 $ 461 $ 111 $ 996 $ 4 $ 2,215 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock-Based Compensation [Abstract] | |
Stock Option Activity | Information with respect to stock option activity as of and for the year ended December 31, 2018 is as follows: Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Life (Years) Options outstanding at January 1, 2018 1,046,833 $ 3.33 Options granted - - Options exercised (486,500 ) 1.88 Options forfeited (505,333 ) 4.89 Options outstanding at December 31, 2018 55,000 1.87 $ 17 2.08 Options expected to vest - - $ - - Options exercisable at December 31, 2018 55,000 $ - $ - - Information with respect to stock option activity as of and for the year ended December 31, 2017 is as follows: Number of Shares Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Life (Years) Options outstanding at January 1, 2017 1,556,833 $ 3.15 Options granted - - Options exercised (320,000 ) 2.05 Options forfeited (190,000 ) 4.01 Options outstanding at December 31, 2017 1,046,833 3.33 $ 928 1.28 Options expected to vest 24,000 1.90 $ 33 4.72 Options exercisable at December 31, 2017 1,022,833 $ 3.36 $ 895 1.20 |
Nonvested Share Activity | A summary of the status of the Company’s nonvested options as of and for the year ended December 31, 2018 is presented below. Number of Shares Weighted Average Fair Value Nonvested options at January 1, 2018 24,000 $ 0.97 Options granted - - Options forfeited - - Options vested during the period (24,000 ) 0.97 Nonvested options at December 31, 2018 - $ - A summary of the status of the Company’s nonvested options as of and for the year ended December 31, 2017 is presented below. Number of Shares Weighted Average Fair Value Nonvested options at January 1, 2017 72,000 $ 0.97 Options granted - - Options forfeited - - Options vested during the period (48,000 ) 0.97 Nonvested options at December 31, 2017 24,000 $ 0.97 |
Restricted Stock Units | During the years ended December 31, 2018 and 2017, the Company issued RSUs to employees which vest upon the achievement of specific market-based or time-based measures. The fair value for RSU's is calculated based on the stock price on the grant date and expensed ratably over the requisite service period, which ranges between one and five years. The following table summarizes the information about vested and unvested restricted stock units for the years ended December 31, 2018 and 2017. Number of Shares Weighted Average Fair Value Nonvested RSUs at January 1, 2018 1,634,663 $ 1.96 RSUs granted 428,526 3.23 RSUs forfeited (140,997 ) 2.47 RSUs vested (350,667 ) 3.30 Nonvested RSUs at December 31, 2018 1,571,525 $ 1.96 Nonvested RSUs at January 1, 2017 1,688,480 $ 1.45 RSUs granted 644,677 3.24 RSUs forfeited (5,500 ) 3.40 RSUs vested (692,994 ) 1.89 Nonvested RSUs at December 31, 2017 1,634,663 $ 1.96 As of December 31, 2018, the Company had $0.8 million of unrecognized compensation expense related to the RSUs expected to be recognized on a pro-rata straight line basis over a weighted average remaining service period of approximately 1.16 years. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Future Minimum Rental Payments for Operating Leases | The Company is obligated under certain noncancelable operating leases for office facilities and equipment. Future minimum lease payments under noncancelable operating leases as of December 31, 2018 are as follows: (in thousands) Gross Future Minimum Lease Payments 2019 $ 922 2020 785 2021 796 2022 771 2023 451 Thereafter 106 Total $ 3,831 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Information [Abstract] | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated income before income tax expense (benefit). Inter-segment revenue is eliminated in consolidation and is not significant. (in thousands) Years ended December 31, 2018 2017 Revenue: Performance Improvement Solutions $ 42,954 $ 39,899 Nuclear Industry Training and Consulting 49,295 30,981 $ 92,249 $ 70,880 Depreciation: Performance Improvement Solutions $ 385 $ 321 Nuclear Industry Training and Consulting 130 21 $ 515 $ 342 Amortization of definite-lived intangible assets: Performance Improvement Solutions $ 898 $ 246 Nuclear Industry Training and Consulting 714 89 $ 1,612 $ 335 Operating income Performance Improvement Solutions $ 2,640 $ (3,191 ) Nuclear Industry Training and Consulting (1,274 ) 3,420 Operating income $ 1,366 $ 229 Interest (expense) income, net (268 ) 80 (Loss) Gain on derivative instruments, net (350 ) 99 Other income (expense), net 29 (4 ) Income before income taxes $ 777 $ 404 |
Reconciliation of Assets from Segment to Consolidated | Additional information relating to segments is as follows: (in thousands) December 31, 2018 2017 Performance Improvement Solutions $ 40,353 $ 33,434 Nuclear Industry Training and Consulting 21,087 22,748 Intercompany receivable elimination - - Total assets $ 61,440 $ 56,182 |
Segment Reporting Information, by Segment | For the years ended December 31, 2018 and 2017, 91% and 83%, respectively, of the Company’s consolidated revenue was from customers in the nuclear power industry. The Company designs, develops and delivers business and technology solutions to the energy industry worldwide. Revenue, operating income (loss) and total assets for the Company’s United States, European, and Asian subsidiaries as of and for the years ended December 31, 2018 and 2017 are as follows: (in thousands) Year ended December 31, 2018 United States Europe Asia Eliminations Consolidated Revenue $ 88,979 $ 2,150 $ 1,120 $ - $ 92,249 Transfers between geographic locations 2,046 - 199 (2,245 ) - Total revenue $ 91,025 $ 2,150 $ 1,319 $ (2,245 ) $ 92,249 Operating income (loss) $ 2,902 $ (1,116 ) $ (420 ) $ - $ 1,366 Total assets, at December 31 $ 171,206 $ 3,893 $ 3,592 $ (117,251 ) $ 61,440 (in thousands) Year ended December 31, 2017 United States Europe Asia Eliminations Consolidated Revenue $ 66,249 $ 3,196 $ 1,435 $ - $ 70,880 Transfers between geographic locations 1,953 - 668 (2,621 ) - Total revenue $ 68,202 $ 3,196 $ 2,103 $ (2,621 ) $ 70,880 Operating income (loss) $ 1,930 $ (1,585 ) $ (116 ) $ - $ 229 Total assets, at December 31 $ 148,717 $ 5,057 $ 4,313 $ (101,905 ) $ 56,182 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | December 31, 2018 December 31, 2017 Cash and cash equivalents $ 12,123 $ 19,111 Restricted cash - 960 Cash, cash equivalents, and restricted cash $ 12,123 $ 20,071 (in thousands) Year ended December 31, 2018 2017 Cash paid: Interest $ 278 $ - Income taxes $ 187 $ 155 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Cash [Abstract] | ||
Restricted cash | $ 0 | $ 960 |
Software Development Costs [Abstract] | ||
Software development costs useful life | 3 years | |
Development Expenditures [Abstract] | ||
Development Expenditures | 1,300 | $ 1,600 |
Capitalized software development costs | 432 | 177 |
Impairment of long-lived assets [Abstract] | ||
Intangible asset impairment loss | 200 | |
Goodwill, Impaired [Abstract] | ||
Goodwill impairment loss | $ 0 | 0 |
Accrued Warranty [Abstract] | ||
Term of warranty - Min | 1 year | |
Term of Warranty - max | 5 years | |
Product Warranty [Roll Forward] | ||
Beginning balance | $ 1,953 | 1,478 |
Current year provision | (107) | 707 |
Current year claims | (215) | (245) |
Currency adjustment | (10) | 13 |
Ending balance | 1,621 | 1,953 |
Numerator: [Abstract] | ||
Net (loss) income attributed to common stockholders | $ (354) | $ 6,557 |
Denominator: [Abstract] | ||
Weighted-average shares outstanding for basic earnings per share (in shares) | 19,704,999 | 19,259,966 |
Effect of dilutive securities [Abstract] | ||
Stock options and restricted stock units (in shares) | 0 | 345,461 |
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share (in shares) | 19,704,999 | 19,605,427 |
Shares related to dilutive securities excluded because inclusion would be anti-dilutive (in shares) | 217,152 | 374,833 |
Cumulative Effect of New Accounting Principle [Abstract] | ||
Cumulative effect of adopting ASC 606 | $ 655 | $ 0 |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle [Abstract] | ||
Cumulative effect of adopting ASC 606 | $ 700 | |
Equipment, Software and Leasehold Improvements, net [Member] | Maximum [Member] | ||
Equipment, Software and Leasehold Improvements [Abstract] | ||
Estimated useful life | 10 years | |
Equipment, Software and Leasehold Improvements, net [Member] | Minimum [Member] | ||
Equipment, Software and Leasehold Improvements [Abstract] | ||
Estimated useful life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Concentration of Credit Risk (Details) - Customer | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue [Member] | Customer Concentration Risk [Member] | ||
Revenue by major customers [Abstract] | ||
Number of major customers | 2 | 2 |
Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage contributed by major customers | 14.30% | 20.80% |
Revenue [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage contributed by major customers | 26.90% | 18.20% |
Contract Receivables [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage contributed by major customers | 16.80% | 26.70% |
Contract Receivables [Member] | Customer Concentration Risk [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage contributed by major customers | 16.80% | 26.70% |
Number of major customers | 1 | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies, Reclassification and Immaterial Correction of an Error in Previously Issued Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Provision (benefit) for income taxes | $ 1,131 | $ 1,131 | $ (6,153) |
Net income (loss) | $ (354) | $ (354) | $ 6,557 |
Basic earnings (loss) per common share (in dollars per share) | $ (0.02) | $ (0.02) | $ 0.34 |
Diluted earnings (loss) per common share (in dollars per share) | $ (0.02) | $ 0.33 | |
Statement of Stockholders' Equity [Abstract] | |||
Accumulated deficit | $ (42,569) | $ (42,569) | $ (42,870) |
Cumulative effect of new accounting principle | 655 | 655 | 0 |
Net (loss) Income | (354) | (354) | 6,557 |
Balance Sheet [Abstract] | |||
Deferred tax assets | 5,461 | 5,461 | 6,494 |
Total assets | 61,440 | 61,440 | 56,182 |
Other liabilities | 1,371 | 1,371 | 1,258 |
Total liabilities | $ 30,311 | $ 30,311 | 26,510 |
Previously Reported [Member] | |||
Income Statement [Abstract] | |||
Provision (benefit) for income taxes | (4,980) | ||
Net income (loss) | $ 5,384 | ||
Basic earnings (loss) per common share (in dollars per share) | $ 0.28 | ||
Diluted earnings (loss) per common share (in dollars per share) | $ 0.27 | ||
Statement of Stockholders' Equity [Abstract] | |||
Net (loss) Income | $ 5,384 | ||
Adjustment [Member] | |||
Income Statement [Abstract] | |||
Provision (benefit) for income taxes | (1,173) | ||
Net income (loss) | $ 1,173 | ||
Basic earnings (loss) per common share (in dollars per share) | $ 0.06 | ||
Diluted earnings (loss) per common share (in dollars per share) | $ 0.06 | ||
Statement of Stockholders' Equity [Abstract] | |||
Accumulated deficit | $ 1,200 | ||
Net (loss) Income | 1,173 | ||
ASU 2016-09 [Member] | |||
Income Statement [Abstract] | |||
Net income (loss) | 6,557 | ||
Statement of Stockholders' Equity [Abstract] | |||
Cumulative effect of new accounting principle | 0 | ||
Net (loss) Income | 6,557 | ||
Balance Sheet [Abstract] | |||
Deferred tax assets | 6,494 | ||
Total assets | 56,182 | ||
Other liabilities | 1,258 | ||
Total liabilities | 26,510 | ||
ASU 2016-09 [Member] | Previously Reported [Member] | |||
Income Statement [Abstract] | |||
Net income (loss) | 5,384 | ||
Statement of Stockholders' Equity [Abstract] | |||
Cumulative effect of new accounting principle | 1,173 | ||
Net (loss) Income | 5,384 | ||
Balance Sheet [Abstract] | |||
Deferred tax assets | 7,167 | ||
Total assets | 56,855 | ||
Other liabilities | 1,931 | ||
Total liabilities | 27,183 | ||
ASU 2016-09 [Member] | Adjustment [Member] | |||
Income Statement [Abstract] | |||
Net income (loss) | 1,173 | ||
Statement of Stockholders' Equity [Abstract] | |||
Cumulative effect of new accounting principle | (1,173) | ||
Net (loss) Income | 1,173 | ||
Balance Sheet [Abstract] | |||
Deferred tax assets | (673) | ||
Total assets | (673) | ||
Other liabilities | 673 | ||
Total liabilities | $ 673 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies, Line Items Adjusted Upon Adoption (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Income Statement [Abstract] | ||||
Revenue | $ 92,249 | $ 92,249 | $ 70,880 | [1] |
Gross profit | 23,130 | 23,130 | 18,544 | |
Provision for income taxes | 1,131 | 1,131 | (6,153) | |
Net loss | $ (354) | $ (354) | $ 6,557 | |
Basic loss per common share (in dollars per share) | $ (0.02) | $ (0.02) | $ 0.34 | |
Diluted loss per common share (in dollars per share) | $ (0.02) | $ 0.33 | ||
Balance Sheet [Abstract] | ||||
Contract receivables, net | $ 21,077 | $ 21,077 | ||
Deferred tax assets | 5,461 | 5,461 | $ 6,494 | |
Billings in excess of revenue earned | 10,609 | 10,609 | 14,543 | |
Accumulated deficit | (42,569) | (42,569) | $ (42,870) | |
Effect of Change [Member] | ||||
Income Statement [Abstract] | ||||
Revenue | (474) | |||
Gross profit | (474) | |||
Provision for income taxes | 126 | |||
Net loss | (348) | |||
Balance Sheet [Abstract] | ||||
Contract receivables, net | 0 | 0 | ||
Deferred tax assets | (115) | (115) | ||
Billings in excess of revenue earned | (479) | (479) | ||
Accumulated deficit | 364 | 364 | ||
Balance Without Adoption of ASC 606 [Member] | ||||
Income Statement [Abstract] | ||||
Revenue | 92,723 | |||
Gross profit | 23,604 | |||
Provision for income taxes | 1,257 | |||
Net loss | $ (6) | |||
Basic loss per common share (in dollars per share) | $ 0 | |||
Diluted loss per common share (in dollars per share) | $ 0 | |||
Balance Sheet [Abstract] | ||||
Contract receivables, net | $ 21,077 | 21,077 | ||
Deferred tax assets | 5,576 | 5,576 | ||
Billings in excess of revenue earned | 11,088 | 11,088 | ||
Accumulated deficit | $ (42,933) | $ (42,933) | ||
[1] | Prior period amounts have not been adjusted under the modified retrospective transition method for the adoption of ASC 606. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies, Accounting Pronouncements Adopted and Not Yet Adopted (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Pronouncements Recently Adopted [Abstract] | ||
Cash (used in) provided by operating activities | $ (3,483) | $ 7,262 |
Cash provided by (used in) financing activities | 6,463 | (1,114) |
Accounting Pronouncements Not Yet Adopted [Abstract] | ||
Accumulated deficit | (42,569) | $ (42,870) |
ASU 2016-15 [Member] | ||
Accounting Pronouncements Recently Adopted [Abstract] | ||
Cash (used in) provided by operating activities | (400) | |
Cash provided by (used in) financing activities | 400 | |
ASU 2016-02 [Member] | Minimum [Member] | Plan [Member] | ||
Accounting Pronouncements Not Yet Adopted [Abstract] | ||
Operating lease liability | 2,500 | |
Right of use assets | 2,500 | |
Accumulated deficit | 200 | |
ASU 2016-02 [Member] | Maximum [Member] | Plan [Member] | ||
Accounting Pronouncements Not Yet Adopted [Abstract] | ||
Operating lease liability | 3,500 | |
Right of use assets | 3,500 | |
Accumulated deficit | $ 400 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | May 11, 2018 | Sep. 20, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Goodwill | $ 13,170,000 | $ 13,170,000 | $ 8,431,000 | $ 5,612,000 | |||
Transaction costs | $ 540,000 | ||||||
Revenues | $ 92,249,000 | 92,249,000 | 70,880,000 | [1] | |||
Acquired Finite-Lived Intangible Assets [Abstract] | |||||||
Finite-lived intangible assets acquired | 5,088,000 | $ 2,569,000 | |||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||
Revenue | 95,419,000 | 110,274,000 | |||||
Net income | $ (1,717,000) | $ 5,524,000 | |||||
Basic (loss) earnings per common share (in dollars per share) | $ (0.09) | $ 0.29 | |||||
Diluted (loss) earnings per common share (in dollars per share) | $ (0.09) | $ 0.28 | |||||
Customer Relationships [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Abstract] | |||||||
Finite-lived intangible assets acquired | 3,758,000 | $ 1,856,000 | |||||
Finite-lived intangible assets, weighted average useful life | 10 years | 15 years | |||||
Trademarks/Names [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Abstract] | |||||||
Finite-lived intangible assets acquired | 582,000 | $ 713,000 | |||||
Finite-lived intangible assets, weighted average useful life | 3 years | 10 years | |||||
Alliance Agreements [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Abstract] | |||||||
Finite-lived intangible assets acquired | 527,000 | ||||||
Finite-lived intangible assets, weighted average useful life | 5 years | ||||||
Non-compete Agreements [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Abstract] | |||||||
Finite-lived intangible assets acquired | $ 221,000 | ||||||
Finite-lived intangible assets, weighted average useful life | 4 years | ||||||
Absolute Consulting [Member] | |||||||
Business Acquisition [Abstract] | |||||||
Business acquisition, effective date of acquisition | Sep. 20, 2017 | ||||||
Business acquisition, name of acquired entity | Absolute | ||||||
Percentage of ownership interest acquired | 100.00% | ||||||
Payments to Acquire Businesses, Gross | $ 9,521,000 | ||||||
Cash Consideration before working capital adjustment | 8,800,000 | ||||||
Cash consideration in escrow | 1,000,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Cash | 455,000 | ||||||
Contract receivables | 5,121,000 | ||||||
Prepaid expenses and other current assets | 68,000 | ||||||
Property, and equipment, net | 184,000 | ||||||
Intangible assets | 2,569,000 | ||||||
Accounts payable, accrued expenses, and other liabilities | (78,000) | ||||||
Accrued compensation | (1,617,000) | ||||||
Total identifiable net assets | 6,702,000 | ||||||
Goodwill | 2,819,000 | ||||||
Net assets acquired | 9,521,000 | ||||||
Acquired receivable, fair value | $ 5,100,000 | ||||||
True North Consulting, LLC [Member] | |||||||
Business Acquisition [Abstract] | |||||||
Business acquisition, effective date of acquisition | May 11, 2018 | ||||||
Business acquisition, name of acquired entity | True North Consulting LLC | ||||||
Percentage of ownership interest acquired | 100.00% | ||||||
Payments to Acquire Businesses, Gross | $ 9,915,000 | ||||||
Cash Consideration before working capital adjustment | 9,750,000 | ||||||
Cash consideration in escrow | 1,500,000 | ||||||
Proceeds from issuance of debt | 10,300,000 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||||||
Cash | 306,000 | ||||||
Contract receivables | 1,870,000 | ||||||
Prepaid expenses and other current assets | 8,000 | ||||||
Property, and equipment, net | 1,000 | ||||||
Intangible assets | 5,088,000 | ||||||
Accounts payable, accrued expenses, and other liabilities | (1,744,000) | ||||||
Accrued compensation | (353,000) | ||||||
Total identifiable net assets | 5,176,000 | ||||||
Goodwill | 4,739,000 | ||||||
Net assets acquired | 9,915,000 | ||||||
Acquired receivable, fair value | $ 1,870,000 | ||||||
Revenues | $ 7,986,000 | ||||||
[1] | Prior period amounts have not been adjusted under the modified retrospective transition method for the adoption of ASC 606. |
Revenue (Details)
Revenue (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018USD ($)Obligation | Dec. 31, 2018USD ($)StreamObligation | Dec. 31, 2017USD ($) | ||
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 92,249 | $ 92,249 | $ 70,880 | [1] |
Number of broad revenue streams | Stream | 3 | |||
Contract with Customer, Asset and Liability [Abstract] | ||||
Billings in excess of revenue earned (BIE) | $ 10,609 | $ 10,609 | 14,543 | |
Revenue recognized in the period from amounts included in BIE at the beginning of the period | 11,275 | 0 | ||
Amount of revenue recognized related to performance obligations satisfied in previous periods | $ 1,988 | |||
Revenue, Performance Obligation [Abstract] | ||||
Number of performance obligations | Obligation | 2 | 2 | ||
Remaining performance obligation | $ 41,640 | $ 41,640 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-12-31 | ||||
Revenue, Performance Obligation [Abstract] | ||||
Expected period to recognize revenue as performance obligations are satisfied | 12 months | 12 months | ||
Performance Improvement Solutions [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 42,954 | 39,899 | ||
Performance Improvement Solutions [Member] | System Design and Build [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 25,948 | 29,217 | [1] | |
Performance Improvement Solutions [Member] | Software [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 2,883 | 3,409 | [1] | |
Performance Improvement Solutions [Member] | Training and Consulting Services [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 14,123 | 7,273 | [1] | |
Nuclear Industry Training and Consulting [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 49,295 | 30,981 | ||
Nuclear Industry Training and Consulting [Member] | Training and Consulting Services [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 49,295 | $ 30,981 | [1] | |
[1] | Prior period amounts have not been adjusted under the modified retrospective transition method for the adoption of ASC 606. |
Restructuring Expenses (Details
Restructuring Expenses (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Position | Dec. 31, 2017USD ($) | |
Restructuring Expenses [Abstract] | ||
Number of positions eliminated | Position | 40 | |
Cumulative translation adjustment | $ 1,600 | |
Tax benefit | 1,000 | |
Restructuring and Related Cost, Expected Cost [Abstract] | ||
Termination Costs for the Year | 1,269 | |
Accumulated Termination Costs | 2,002 | |
Expected Costs Remaining | 159 | |
Total Expected Termination Costs | 2,161 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 465 | |
Accruals | 1,223 | |
Payments | (1,586) | $ 0 |
Currency translation and other adjustments | (16) | |
Restructuring Reserve, Ending Balance | 86 | 465 |
Employee Termination Benefits [Member] | ||
Restructuring and Related Cost, Expected Cost [Abstract] | ||
Termination Costs for the Year | 355 | |
Accumulated Termination Costs | 820 | |
Expected Costs Remaining | 0 | |
Total Expected Termination Costs | 820 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 465 | |
Accruals | 341 | |
Payments | (737) | |
Currency translation and other adjustments | (17) | |
Restructuring Reserve, Ending Balance | 52 | 465 |
Lease Termination Costs [Member] | ||
Restructuring and Related Cost, Expected Cost [Abstract] | ||
Termination Costs for the Year | 700 | |
Accumulated Termination Costs | 700 | |
Expected Costs Remaining | 0 | |
Total Expected Termination Costs | 700 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 0 | |
Accruals | 668 | |
Payments | (635) | |
Currency translation and other adjustments | 1 | |
Restructuring Reserve, Ending Balance | 34 | 0 |
Assets Write-off [Member] | ||
Restructuring and Related Cost, Expected Cost [Abstract] | ||
Termination Costs for the Year | 0 | |
Accumulated Termination Costs | 222 | |
Expected Costs Remaining | 0 | |
Total Expected Termination Costs | 222 | |
Other Restructuring Costs [Member] | ||
Restructuring and Related Cost, Expected Cost [Abstract] | ||
Termination Costs for the Year | 214 | |
Accumulated Termination Costs | 260 | |
Expected Costs Remaining | 159 | |
Total Expected Termination Costs | 419 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 0 | |
Accruals | 214 | |
Payments | (214) | |
Currency translation and other adjustments | 0 | |
Restructuring Reserve, Ending Balance | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | May 11, 2018 | Sep. 17, 2017 | |
Goodwill [Roll Forward] | ||||
Net book value, beginning balance | $ 8,431 | $ 5,612 | ||
Acquisition | 4,739 | 2,819 | ||
Dispositions | 0 | 0 | ||
Goodwill impairment loss | 0 | 0 | ||
Net book value, ending balance | 13,170 | 8,431 | ||
Amortized Intangible Assets [Abstract] | ||||
Gross carrying amount | 9,945 | 4,858 | ||
Accumulated amortization | (3,865) | (2,254) | ||
Total | 6,080 | 2,604 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
2019 | 1,654 | |||
2020 | 1,332 | |||
2021 | 903 | |||
2022 | 674 | |||
2023 | 455 | |||
Thereafter | 1,062 | |||
Total | 6,080 | 2,604 | ||
Amortization of definite-lived intangible assets | 1,612 | 335 | ||
Customer Relationships [Member] | ||||
Amortized Intangible Assets [Abstract] | ||||
Gross carrying amount | 6,831 | 3,074 | ||
Accumulated amortization | (2,375) | (1,218) | ||
Total | 4,456 | 1,856 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Total | 4,456 | 1,856 | ||
Trade Names [Member] | ||||
Amortized Intangible Assets [Abstract] | ||||
Gross carrying amount | 1,295 | 713 | ||
Accumulated amortization | (318) | (33) | ||
Total | 977 | 680 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Total | 977 | 680 | ||
Developed Technology [Member] | ||||
Amortized Intangible Assets [Abstract] | ||||
Gross carrying amount | 471 | 471 | ||
Accumulated amortization | (471) | (412) | ||
Total | 0 | 59 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Total | 0 | 59 | ||
Non Contractual Customer Relationships [Member] | ||||
Amortized Intangible Assets [Abstract] | ||||
Gross carrying amount | 433 | 433 | ||
Accumulated amortization | (433) | (426) | ||
Total | 0 | 7 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Total | 0 | 7 | ||
Noncompete Agreements [Member] | ||||
Amortized Intangible Assets [Abstract] | ||||
Gross carrying amount | 221 | |||
Accumulated amortization | (35) | |||
Total | 186 | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Total | 186 | |||
Alliance Agreement [Member] | ||||
Amortized Intangible Assets [Abstract] | ||||
Gross carrying amount | 527 | |||
Accumulated amortization | (66) | |||
Total | 461 | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Total | 461 | |||
Others [Member] | ||||
Amortized Intangible Assets [Abstract] | ||||
Gross carrying amount | 167 | 167 | ||
Accumulated amortization | (167) | (165) | ||
Total | 0 | 2 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Total | 0 | 2 | ||
Performance Improvement Solutions [Member] | ||||
Goodwill [Roll Forward] | ||||
Net book value, beginning balance | 0 | 0 | ||
Acquisition | 4,739 | 0 | ||
Dispositions | 0 | 0 | ||
Goodwill impairment loss | 0 | 0 | ||
Net book value, ending balance | 4,739 | 0 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Amortization of definite-lived intangible assets | 898 | 246 | ||
Nuclear Industry Training and Consulting [Member] | ||||
Goodwill [Roll Forward] | ||||
Net book value, beginning balance | 8,431 | 5,612 | ||
Acquisition | 0 | 2,819 | ||
Dispositions | 0 | 0 | ||
Goodwill impairment loss | 0 | 0 | ||
Net book value, ending balance | 8,431 | 8,431 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Amortization of definite-lived intangible assets | $ 714 | $ 89 | ||
True North Consulting, LLC [Member] | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Addition of Intangible Assets due to Acquisition of True North | $ 5,088 | |||
True North Consulting, LLC [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Amortization term of intangible assets acquired (TNC) | 4 years | |||
True North Consulting, LLC [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Amortization term of intangible assets acquired (TNC) | 15 years | |||
Absolute Consulting, Inc. [Member] | ||||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||||
Addition of Intangible Assets due to Acquisition of True North | $ 2,569 |
Contract Receivables (Details)
Contract Receivables (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)Customer | Dec. 31, 2017USD ($)Customer | |
Contract Receivables [Abstract] | ||||
Maximum term of contract receivables | 12 months | |||
Components of contract receivables [Abstract] | ||||
Billed receivables | $ 15,998 | $ 8,154 | ||
Unbilled receivables | 5,506 | 5,980 | ||
Allowance for doubtful accounts | $ (137) | $ (137) | (427) | (137) |
Total contract receivables, net | $ 21,077 | $ 13,997 | ||
Subsequent Billing | 4,100 | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | 137 | 17 | ||
Current year provision | 294 | 118 | ||
Current year write-offs | 0 | 0 | ||
Currency adjustment | (4) | 2 | ||
Ending balance | $ 427 | $ 137 | ||
Contract Receivables [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of customers accounted for receivables | Customer | 1 | 1 | ||
Concentration risk, percentage | 16.80% | 26.70% |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Inventory | $ 139 | $ 755 |
Income tax receivable | 310 | 418 |
Prepaid expenses | 556 | 549 |
Other current assets | 795 | 1,073 |
Total prepaid expenses and other current assets | $ 1,800 | $ 2,795 |
Equipment, Software, and Leas_3
Equipment, Software, and Leasehold Improvements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software, and leasehold improvements | $ 5,293 | $ 4,782 |
Accumulated depreciation | (4,228) | (3,719) |
Equipment, software, and leasehold improvements, net | 1,065 | 1,063 |
Depreciation | 515 | 342 |
Impairment of Long-Lived Assets to be Disposed of | 0 | 222 |
Computer Equipment [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software, and leasehold improvements | 2,178 | 2,101 |
Impairment of Long-Lived Assets to be Disposed of | 0 | (100) |
Software [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software, and leasehold improvements | 1,682 | 1,598 |
Leasehold Improvements [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software, and leasehold improvements | 619 | 454 |
Furniture and Fixtures [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software, and leasehold improvements | $ 814 | $ 629 |
Software Development Costs (Det
Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Software Development Costs [Abstract] | ||
Beginning balance | $ 690 | $ 982 |
Software development costs capitalized | 432 | 177 |
Amortization | (507) | (469) |
Ending balance | $ 615 | $ 690 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)Letter | Dec. 31, 2017USD ($) | |
Performance Bond [Abstract] | ||
Unrestricted cash | $ 1,000 | $ 2,300 |
Number of standby letters of credit | Letter | 5 | |
Letter of credit and surety bonds | $ 2,300 | |
Assets and liabilities measured at fair value [Abstract] | ||
Money market funds | 824 | 3,240 |
Foreign exchange contracts - Assets | 43 | 201 |
Total assets | 867 | 3,441 |
Liability awards | (118) | (242) |
Interest rate swap contract | (103) | |
Contingent consideration liability | (1,701) | |
Total liabilities | (221) | (1,943) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Begging balance | 1,701 | |
Payments made on contingent liabilities | (1,701) | |
Change in fair value | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets and liabilities measured at fair value [Abstract] | ||
Money market funds | 824 | 3,240 |
Foreign exchange contracts - Assets | 0 | 0 |
Total assets | 824 | 3,240 |
Liability awards | 0 | 0 |
Interest rate swap contract | 0 | |
Contingent consideration liability | 0 | |
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets and liabilities measured at fair value [Abstract] | ||
Money market funds | 0 | 0 |
Foreign exchange contracts - Assets | 43 | 201 |
Total assets | 43 | 201 |
Liability awards | (118) | (242) |
Interest rate swap contract | (103) | |
Contingent consideration liability | 0 | |
Total liabilities | (221) | (242) |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets and liabilities measured at fair value [Abstract] | ||
Money market funds | 0 | 0 |
Foreign exchange contracts - Assets | 0 | 0 |
Total assets | 0 | 0 |
Liability awards | 0 | 0 |
Interest rate swap contract | 0 | |
Contingent consideration liability | (1,701) | |
Total liabilities | 0 | $ (1,701) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Ending balance | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) $ in Thousands | May 11, 2018USD ($) | Dec. 31, 2018USD ($)LetterContract | Dec. 31, 2017USD ($)Letter |
Line of Credit Facility [Abstract] | |||
Number of letters of credit | Letter | 5 | ||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Long-term debt, less current portion | $ 6,610 | $ 0 | |
LIBOR [Member] | |||
Line of Credit Facility [Abstract] | |||
Term of variable rate | 1 month | ||
Line of Credit [Member] | |||
Line of Credit Facility [Abstract] | |||
Outstanding letter of credit balance | $ 800 | ||
BB&T Bank [Member] | |||
Line of Credit Facility [Abstract] | |||
Number of letters of credit | Letter | 0 | ||
BB&T Bank [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Abstract] | |||
Number of letters of credit | Letter | 3 | ||
Outstanding letter of credit balance | $ 900 | ||
Citizen's Bank [Member] | |||
Line of Credit Facility [Abstract] | |||
Number of letters of credit | Contract | 5 | ||
Citizen's Bank [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Abstract] | |||
Long-term debt | $ 0 | 0 | |
Principal amount of the line of credit | $ 5,000 | $ 5,000 | |
Number of letters of credit | Letter | 5 | ||
Amount available at the reporting date | $ 2,700 | ||
Outstanding letter of credit balance | $ 2,300 | ||
Line of credit facility expiration period | 3 years | ||
Percentage of letter of credit fees per annum | 1.25% | ||
Maturity date | Dec. 29, 2019 | ||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Long-term debt, net of discount | $ 0 | $ 0 | |
Citizen's Bank [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, basis spread on variable rate | 2.25% | ||
Term of variable rate | 1 month | ||
Delayed Draw Term Loan [Member] | |||
Line of Credit Facility [Abstract] | |||
Long-term debt | $ 8,512 | ||
Long-term Debt, Current and Noncurrent [Abstract] | |||
Long-term debt, net of discount | 8,512 | ||
Long-term debt, net of discount | 1,902 | ||
Long-term debt, less current portion | $ 6,610 | ||
Delayed Draw Term Loan [Member] | Minimum [Member] | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, basis spread on variable rate | 2.00% | ||
Delayed Draw Term Loan [Member] | Maximum [Member] | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, basis spread on variable rate | 2.75% | ||
Delayed Draw Term Loan [Member] | Citizen's Bank [Member] | |||
Line of Credit Facility [Abstract] | |||
Line of credit facility term | 5 years | ||
Delayed Draw Term Loan [Member] | Citizen's Bank [Member] | Maximum [Member] | |||
Line of Credit Facility [Abstract] | |||
Line of credit facility expiration period | 18 months | ||
Delayed Draw Term Loan [Member] | Citizen's Bank [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Abstract] | |||
Principal amount of the line of credit | 25,000 | ||
True North Consulting, LLC [Member] | |||
Term Loan [Abstract] | |||
Cash purchase price | 9,915 | ||
Proceeds from issuance of debt | 10,300 | ||
True North Consulting, LLC [Member] | Delayed Draw Term Loan [Member] | |||
Line of Credit Facility [Abstract] | |||
Line of credit facility term | 5 years | ||
Maturity date | May 11, 2023 | ||
Term Loan [Abstract] | |||
Proceeds from issuance of debt | 10,300 | ||
Repayments of debt | $ 500 | ||
Debt issuance costs | $ 70 | ||
Loan origination fees | $ 75 | ||
True North Consulting, LLC [Member] | Delayed Draw Term Loan [Member] | LIBOR [Member] | |||
Line of Credit Facility [Abstract] | |||
Term of variable rate | 1 month | ||
True North Consulting, LLC [Member] | Delayed Draw Term Loan [Member] | Minimum [Member] | LIBOR [Member] | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, basis spread on variable rate | 2.00% | ||
True North Consulting, LLC [Member] | Delayed Draw Term Loan [Member] | Maximum [Member] | LIBOR [Member] | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, basis spread on variable rate | 2.75% |
Derivative Instruments, Foreign
Derivative Instruments, Foreign Exchange Contracts (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018EUR (€) | Dec. 31, 2017EUR (€) | Dec. 31, 2017JPY (¥) | Dec. 31, 2017AUD ($) | |
Derivative [Abstract] | ||||
Expiration date of contract | Dec. 31, 2020 | |||
Foreign Exchange Contracts [Member] | ||||
Derivative [Abstract] | ||||
Foreign exchange contract outstanding | € 3,200,000 | € 24,000 | ¥ 162.5 | $ 0.2 |
Derivative Instruments, Interes
Derivative Instruments, Interest Rate Risk Management (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Interest Rate Swap [Member] | |
Derivative [Abstract] | |
Notional amount | $ 9 |
Principal repayment term | 5 years |
Fixed interest rate | 3.02% |
Term Loan [Member] | Minimum [Member] | |
Derivative [Abstract] | |
Debt instrument, basis spread on variable rate | 2.00% |
Term Loan [Member] | Maximum [Member] | |
Derivative [Abstract] | |
Debt instrument, basis spread on variable rate | 2.75% |
LIBOR [Member] | |
Derivative [Abstract] | |
Term of variable rate | 1 month |
LIBOR - BBA Bloomberg [Member] | |
Derivative [Abstract] | |
Term of variable rate | 1 month |
Derivative Instruments, Fair Va
Derivative Instruments, Fair Values Derivatives, Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ||
Asset derivatives | $ 43 | $ 201 |
Liability derivatives | (103) | 0 |
Net fair value | (60) | 201 |
Prepaid Expenses and Other Current Assets [Member] | ||
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ||
Asset derivatives | 43 | 201 |
Other Liabilities [Member] | ||
Estimated fair value of the contracts in the consolidated balance sheets [Abstract] | ||
Liability derivatives | $ (103) | $ 0 |
Derivative Instruments, (Loss)
Derivative Instruments, (Loss) Gain on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net (Loss) Gain on Derivative Instruments [Abstract] | ||
Foreign exchange contracts- change in fair value | $ (150) | $ 73 |
Interest rate swap - change in fair value | (103) | 0 |
Remeasurement of related contract receivables and billings in excess of revenue earned | (97) | 26 |
Gain (loss) on derivative instruments, net | $ (350) | $ 99 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income (Loss) from Continuing Operations [Abstract] | |||
Domestic | $ 2,512 | $ 1,580 | |
Foreign | (1,735) | (1,176) | |
Income before income taxes | 777 | 404 | |
Current: [Abstract] | |||
Federal | (6) | 459 | |
State | 259 | 47 | |
Foreign | 234 | 19 | |
Subtotal | 487 | 525 | |
Deferred [Abstract] | |||
Federal | 600 | (5,867) | |
State | 67 | (942) | |
Foreign | (23) | 131 | |
Subtotal | 644 | (6,678) | |
Total | $ 1,131 | $ 1,131 | $ (6,153) |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Statutory federal income tax rate | 21.00% | 34.00% | |
State income taxes, net of federal tax benefit | 30.10% | (184.70%) | |
Effect of foreign operations | (2.10%) | 55.40% | |
Change in valuation allowance | (43.60%) | (2332.00%) | |
Stock based compensation | (6.90%) | (81.70%) | |
Meals and entertainment | 10.00% | 37.90% | |
162(m) limit on compensation | 0.00% | 52.20% | |
Subpart F Income | 0.00% | 3.00% | |
Other permanent differences | 0.40% | 0.20% | |
Uncertain tax positions | 46.30% | 338.10% | |
Change in tax rate | (2.80%) | 618.10% | |
Worthless stock deduction | 0.00% | (257.00%) | |
Expired stock options | 50.70% | 30.20% | |
Change in APB 23 liability | (4.40%) | 46.00% | |
Prior year reconciling items | (2.40%) | 117.30% | |
Expiration of capital Loss | 49.30% | 0.00% | |
Effective tax rate | 145.60% | (1523.00%) | |
Effective tax rate increase | 1.77% | ||
Deferred Tax Assets [Abstract] | |||
Net operating loss carryforwards | 4,074 | $ 4,074 | $ 5,009 |
Capital loss carryforwards | 0 | 0 | 383 |
Accruals | 760 | 760 | 487 |
Reserves | 479 | 479 | 514 |
Alternative minimum tax credit carryforwards | 213 | 213 | 299 |
Stock-based compensation expense | 563 | 563 | 1,002 |
Intangibles | 674 | 674 | 433 |
Undistributed earnings of foreign subsidiary | 0 | 0 | 0 |
Other | 324 | 324 | 135 |
Total deferred tax asset | 7,087 | 7,087 | 8,262 |
Valuation allowance | (756) | (756) | (1,095) |
Total deferred tax assets less valuation allowance | 6,331 | 6,331 | 7,167 |
Deferred Tax Liabilities [Abstract] | |||
Undistributed earnings of foreign subsidiaries | (103) | (103) | (149) |
Software development costs | (163) | (163) | (188) |
Fixed Assets | (44) | (44) | (91) |
Indefinite-lived intangibles | (525) | (525) | (337) |
Other | (138) | (138) | (45) |
Total deferred tax liability | (973) | (973) | (810) |
Net deferred tax asset | 5,358 | 5,358 | 6,357 |
Change in valuation allowance | 400 | ||
Operating Loss Carryforwards, expiration dates [Line Items] | |||
Deferred tax assets, operating loss carryforwards, domestic | 4,400 | 4,400 | |
Largest deferred tax asset | 5,100 | 5,100 | |
Valuation allowance | 756 | 756 | 1,095 |
Income Tax Examination [Line Items] | |||
Cash and cash equivalents | 12,123 | 12,123 | 19,111 |
India, U.K., Sweden, and China [Member] | |||
Deferred Tax Assets [Abstract] | |||
Valuation allowance | (750) | (750) | |
Operating Loss Carryforwards, expiration dates [Line Items] | |||
Valuation allowance | 750 | $ 750 | |
Maximum [Member] | |||
Operating Loss Carryforwards, expiration dates [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2037 | ||
Minimum [Member] | |||
Operating Loss Carryforwards, expiration dates [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Dec. 31, 2020 | ||
Foreign Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Cash and cash equivalents | $ 4,700 | $ 4,700 | $ 5,400 |
Income Taxes, Uncertain Tax Lia
Income Taxes, Uncertain Tax Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | ||
Unrecognized tax benefits decrease due to accounting method change | $ 133,907 | |
Uncertain Tax Liabilities, Total [Roll Forward] | ||
Beginning balance | 1,825,000 | |
Ending balance | 2,215,000 | $ 1,825,000 |
Federal [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 833,000 | 0 |
Increases | 163,000 | 833,000 |
Decreases | 0 | 0 |
Ending balance | 996,000 | 833,000 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 0 | 0 |
Increases | 4,000 | 0 |
Decreases | 0 | 0 |
Ending balance | 4,000 | 0 |
Foreign Tax Authority [Member] | ||
Uncertain Tax Liabilities, Total [Roll Forward] | ||
Beginning balance | 665,000 | |
Increases | 420,000 | 1,160,000 |
Decreases | 30,000 | 0 |
Foreign Tax Authority [Member] | China [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 216,000 | 202,000 |
Increases | 0 | 14,000 |
Decreases | 12,000 | 0 |
Ending balance | 204,000 | 216,000 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 262,000 | 209,000 |
Increases | 23,000 | 53,000 |
Decreases | 0 | 0 |
Ending balance | 285,000 | 262,000 |
Foreign Tax Authority [Member] | Ukraine [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 100,000 | 89,000 |
Increases | 0 | 11,000 |
Decreases | 18,000 | 0 |
Ending balance | 82,000 | 100,000 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 28,000 | 28,000 |
Increases | 44,000 | 0 |
Decreases | 0 | 0 |
Ending balance | 72,000 | 28,000 |
Foreign Tax Authority [Member] | South Korea [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 341,000 | 129,000 |
Increases | 120,000 | 212,000 |
Decreases | 0 | 0 |
Ending balance | 461,000 | 341,000 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 45,000 | 8,000 |
Increases | 66,000 | 37,000 |
Decreases | 0 | 0 |
Ending balance | $ 111,000 | $ 45,000 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | Dec. 31, 2018 | Jun. 12, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Stock [Abstract] | ||||
Capital stock, shares authorized (in shares) | 62,000,000 | 30,000,000 | ||
Common stock, shares authorized (in shares) | 60,000,000 | 30,000,000 | ||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Long Term Incentive Stock Option Plan 1995 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance (in shares) | 3,615,546 | |||
Shares under options and warrants outstanding (in shares) | 55,000 | 1,046,833 | 1,556,833 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 1,571,525 | |||
Shares of common stock remaining to be granted (in shares) | 2,247,848 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)Installment$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Payment Award [Line Items] | ||
Stock based compensation expense related to cash-settled RSU's | $ | $ (142,000) | $ 74,000 |
Income tax benefit on stock based compensation | $ | 53,000 | 330,000 |
Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Unrecognized compensation expense | $ | $ 800,000 | |
Weighted average remaining service period | 1 year 1 month 28 days | |
Cash received from exercise of stock options | $ | $ 136,000 | 209,000 |
Aggregate intrinsic value of stock options exercised | $ | $ 701,318 | $ 364,974 |
Restricted Stock Units [Member] | ||
Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Nonvested RSUs, beginning balance (in shares) | 1,634,663 | 1,688,480 |
RSUs granted (in shares) | 428,526 | 644,677 |
RSUs forfeited | (140,997) | (5,500) |
RSUs vested | (350,667) | (692,994) |
Nonvested RSUs, ending balance (in shares) | 1,571,525 | 1,634,663 |
Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Nonvested RSUs at beginning of period (in dollars per share) | $ / shares | $ 1.96 | $ 1.45 |
RSUs granted (in dollars per share) | $ / shares | 3.23 | 3.24 |
RSUs forfeited (in dollars per share) | $ / shares | 2.47 | 3.40 |
RSUs vested (in dollars per share) | $ / shares | 3.30 | 1.89 |
Nonvested RSUs at end of period (in dollars per share) | $ / shares | $ 1.96 | $ 1.96 |
Restricted Stock Units [Member] | Minimum [Member] | ||
Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Requisite service period | 1 year | |
Restricted Stock Units [Member] | Maximum [Member] | ||
Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Requisite service period | 5 years | |
Long Term Incentive Stock Option Plan 1995 [Member] | ||
Share-based Payment Award [Line Items] | ||
Plan Expiration | Apr. 21, 2026 | |
Number of shares authorized (in shares) | 7,500,000 | |
Share-based compensation arrangement by share-based payment award, number of shares issued upon exercise of options (in shares) | 4,174,981 | |
Stock options remaining to be granted (in shares) | 2,247,848 | |
Share based compensation expense | $ | $ 1,526,000 | $ 2,472,000 |
Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options outstanding, beginning balance (in shares) | 1,046,833 | 1,556,833 |
Options granted (in shares) | 0 | 0 |
Options exercised (in shares) | 486,500 | 320,000 |
Options forfeited (in shares) | 505,333 | 190,000 |
Options outstanding, ending balance (in shares) | 55,000 | 1,046,833 |
Options expected to vest (in shares) | 0 | 24,000 |
Options and warrants exercisable, ending balance (in shares) | 55,000 | 1,022,833 |
Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Options outstanding, beginning balance (in dollars per share) | $ / shares | $ 3.33 | $ 3.15 |
Options granted (in dollars per share) | $ / shares | 0 | 0 |
Options exercised (in dollars per share) | $ / shares | 1.88 | 2.05 |
Options forfeited (in dollars per share) | $ / shares | 4.89 | 4.01 |
Options outstanding, ending balance (in dollars per share) | $ / shares | 1.87 | 3.33 |
Options expected to vest (in dollars per share) | $ / shares | 0 | 1.90 |
Options exercisable (in dollars per share) | $ / shares | $ 0 | $ 3.36 |
Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding | $ | $ 17,000 | $ 928,000 |
Options expected to vest | $ | 0 | 33,000 |
Options exercisable | $ | $ 0 | $ 895,000 |
Options outstanding | 2 years 29 days | 1 year 3 months 11 days |
Options expected to vest | 0 years | 4 years 8 months 19 days |
Options exercisable | 0 years | 1 year 2 months 12 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Options granted (in shares) | 0 | 0 |
Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Nonvested RSUs, ending balance (in shares) | 1,571,525 | |
Long Term Incentive Stock Option Plan 1995 [Member] | Installments One [Member] | ||
Share-based Payment Award [Line Items] | ||
Number of Installments | Installment | 3 | |
Long Term Incentive Stock Option Plan 1995 [Member] | Installments Two [Member] | ||
Share-based Payment Award [Line Items] | ||
Number of Installments | Installment | 5 | |
Long Term Incentive Stock Option Plan 1995 [Member] | Installments Three [Member] | ||
Share-based Payment Award [Line Items] | ||
Number of Installments | Installment | 7 | |
Long Term Incentive Stock Option Plan 1995 [Member] | Non-vested Share Activity [Member] | ||
Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options granted (in shares) | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Nonvested options, beginning balance (in shares) | 24,000 | 72,000 |
Options granted (in shares) | 0 | 0 |
Options forfeited | 0 | 0 |
Options vested during the period | (24,000) | (48,000) |
Nonvested options, ending balance (in shares) | 0 | 24,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Nonvested, Weighted average exercise price, shares under option and warrant, beginning balance (in dollars per share) | $ / shares | $ 0.97 | $ 0.97 |
Nonvested, Weighted average exercise price, options granted (in dollars per share) | $ / shares | 0 | 0 |
Nonvested, Weighted average exercise price, options forfeited (in dollars per share) | $ / shares | 0 | 0 |
Nonvested, Weighted average exercise price, options vested (in dollars per share) | $ / shares | 0.97 | 0.97 |
Nonvested, Weighted average exercise price, shares under option and warrant, ending balance (in dollars per share) | $ / shares | $ 0 | $ 0.97 |
Long Term Incentive Stock Option Plan 1995 [Member] | Minimum [Member] | ||
Share-based Payment Award [Line Items] | ||
Term expiration for option to purchase shares | 7 years | |
Long Term Incentive Stock Option Plan 1995 [Member] | Maximum [Member] | ||
Share-based Payment Award [Line Items] | ||
Term expiration for option to purchase shares | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)LetterContract | Dec. 31, 2017USD ($) | |
Operating Leases, Future Minimum Payments Due [Abstract] | ||
2019 | $ 922 | |
2020 | 785 | |
2021 | 796 | |
2022 | 771 | |
2023 | 451 | |
Thereafter | 106 | |
Total | 3,831 | |
Rent Expense [Abstract] | ||
Rent expense | $ 900 | $ 800 |
Standby Letters of Credit, Bank Guarantees, Surety Bonds and Performance Bonds [Abstract] | ||
Number of letters of credit | Letter | 5 | |
BB&T Bank [Member] | ||
Standby Letters of Credit, Bank Guarantees, Surety Bonds and Performance Bonds [Abstract] | ||
Number of letters of credit | Letter | 0 | |
Citizen's Bank [Member] | ||
Standby Letters of Credit, Bank Guarantees, Surety Bonds and Performance Bonds [Abstract] | ||
Number of letters of credit | Contract | 5 | |
Outstanding letter of credit balance | $ 2,300 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Benefits [Abstract] | ||
Company's contribution to the plan | $ 309,000 | $ 305,000 |
Segment Information, Reconcilia
Segment Information, Reconciliation of Assets from Segment to Consolidated (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018USD ($)SegmentProfessional | Dec. 31, 2017USD ($) | |
Segment Information [Abstract] | ||
Number of reportable business segments | Segment | 2 | |
Number of professionals employed | Professional | 160 | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 61,440 | $ 56,182 |
Maximum [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Contract term | 2 years | |
Intersegment Eliminations [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 0 | 0 |
Performance Improvement Solutions [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 40,353 | 33,434 |
Nuclear Industry Training and Consulting [Member] | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 21,087 | $ 22,748 |
Percentage of goodwill acquired | 100.00% |
Segment Information, Loss befor
Segment Information, Loss before income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Revenues | $ 92,249 | $ 92,249 | $ 70,880 | [1] |
Depreciation | 515 | 342 | ||
Amortization of definite-lived intangible assets | 1,612 | 335 | ||
Operating income | 1,366 | 229 | ||
Interest (expense) income, net | (268) | 80 | ||
(Loss) Gain on derivative instruments, net | (350) | 99 | ||
Other income (expense), net | 29 | (4) | ||
Income before income taxes | 777 | 404 | ||
Performance Improvement Solutions [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Revenues | 42,954 | 39,899 | ||
Depreciation | 385 | 321 | ||
Amortization of definite-lived intangible assets | 898 | 246 | ||
Operating income | 2,640 | (3,191) | ||
Nuclear Industry Training and Consulting [Member] | ||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||
Revenues | 49,295 | 30,981 | ||
Depreciation | 130 | 21 | ||
Amortization of definite-lived intangible assets | 714 | 89 | ||
Operating income | $ (1,274) | $ 3,420 | ||
[1] | Prior period amounts have not been adjusted under the modified retrospective transition method for the adoption of ASC 606. |
Segment Information, Geographic
Segment Information, Geographic Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Segment Information [Abstract] | ||||
Percentage of revenues derived from customers in the nuclear power industry | 91.00% | 83.00% | ||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 92,249 | $ 92,249 | $ 70,880 | [1] |
Operating income (loss) | 1,366 | 229 | ||
Assets | 61,440 | $ 61,440 | $ 56,182 | |
Percentage of revenues derived from international sales | 15.00% | 16.00% | ||
Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 0 | $ 0 | ||
Assets | 0 | 0 | 0 | |
Geography Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | (2,245) | (2,621) | ||
Operating income (loss) | 0 | 0 | ||
Assets | (117,251) | (117,251) | (101,905) | |
Performance Improvement Solutions [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 42,954 | 39,899 | ||
Operating income (loss) | 2,640 | (3,191) | ||
Assets | 40,353 | 40,353 | 33,434 | |
Nuclear Industry Training and Consulting [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 49,295 | 30,981 | ||
Operating income (loss) | (1,274) | 3,420 | ||
Assets | 21,087 | 21,087 | 22,748 | |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 91,025 | 68,202 | ||
Operating income (loss) | 2,902 | 1,930 | ||
Assets | 171,206 | 171,206 | 148,717 | |
United States [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 88,979 | 66,249 | ||
United States [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,046 | 1,953 | ||
Europe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,150 | 3,196 | ||
Operating income (loss) | (1,116) | (1,585) | ||
Assets | 3,893 | 3,893 | 5,057 | |
Europe [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,150 | 3,196 | ||
Europe [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | ||
Asia [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,319 | 2,103 | ||
Operating income (loss) | (420) | (116) | ||
Assets | $ 3,592 | 3,592 | 4,313 | |
Asia [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,120 | 1,435 | ||
Asia [Member] | Intersegment Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 199 | $ 668 | ||
UK [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 200 | |||
Sweden [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 1,900 | |||
[1] | Prior period amounts have not been adjusted under the modified retrospective transition method for the adoption of ASC 606. |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |||
Cash and cash equivalents | $ 12,123 | $ 19,111 | |
Restricted cash | 0 | 960 | |
Cash, cash equivalents, and restricted cash | 12,123 | 20,071 | $ 22,887 |
Cash paid: [Abstract] | |||
Interest | 278 | 0 | |
Income taxes | $ 187 | $ 155 |
Subsequent Events (Details)
Subsequent Events (Details) - DP Engineering [Member] $ in Millions | Feb. 15, 2019USD ($) | Dec. 31, 2018Company |
Business Acquisition [Abstract] | ||
Acquisition date | Feb. 15, 2019 | |
Period to satisfy indemnification claims | 18 months | |
Number of large power generation companies | Company | 2 | |
Subsequent Event [Member] | ||
Business Acquisition [Abstract] | ||
Percentage of ownership interest acquired | 100.00% | |
Cash purchase price | $ 13.5 | |
Proceeds from the issuance of debt | 14.3 | |
Earn-out amount | 5 | |
Cash consideration in escrow | $ 1.7 |