Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | GSE SYSTEMS INC | ||
Entity Central Index Key | 0000944480 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | MD | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 20,709,883 | ||
Entity Common Stock, Shares Outstanding | 20,634,372 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 6,702 | $ 11,691 |
Contract receivables, net | 10,494 | 17,207 |
Prepaid expenses and other current assets | 1,554 | 1,880 |
Total current assets | 18,750 | 30,778 |
Equipment, software and leasehold improvements, net | 616 | 939 |
Software development costs, net | 630 | 641 |
Goodwill | 13,339 | 13,339 |
Intangible assets, net | 4,234 | 10,479 |
Deferred tax assets | 0 | 57 |
Operating lease right-of-use assets, net | 1,562 | 2,215 |
Other assets | 59 | 61 |
Total assets | 39,190 | 58,509 |
Current liabilities | ||
Line of credit | 3,006 | 0 |
Paycheck Protection Program Loan, current portion | 5,034 | 0 |
Debt, net of issuance costs and discount | 0 | 18,481 |
Accounts payable | 570 | 1,097 |
Accrued expenses | 1,297 | 1,871 |
Accrued compensation | 1,505 | 1,876 |
Billings in excess of revenue earned | 5,285 | 7,613 |
Accrued warranty | 665 | 921 |
Income taxes payable | 1,621 | 1,341 |
Other current liabilities | 2,498 | 1,234 |
Total current liabilities | 21,481 | 34,434 |
Paycheck Protection Program Loan, noncurrent portion | 5,034 | 0 |
Operating lease liabilities noncurrent | 1,831 | 3,000 |
Other noncurrent liabilities | 339 | 956 |
Total liabilities | 28,685 | 38,390 |
Commitments and contingencies (Note 16) | ||
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, 22,192,569 and 21,838,963 shares issued, 20,593,658 and 20,240,052 shares outstanding, respectively | 222 | 218 |
Additional paid-in capital | 79,687 | 79,400 |
Accumulated deficit | (65,191) | (54,654) |
Accumulated other comprehensive loss | (1,214) | (1,846) |
Treasury stock at cost, 1,598,911 shares | (2,999) | (2,999) |
Total stockholders' equity | 10,505 | 20,119 |
Total liabilities and stockholders' equity | $ 39,190 | $ 58,509 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 60,000,000 |
Common stock, shares issued (in shares) | 22,192,569 | 21,838,963 |
Common stock, shares outstanding (in shares) | 20,593,658 | 20,240,052 |
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, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $ 57,620 | $ 82,975 |
Cost of revenue | 42,835 | 62,677 |
Gross profit | 14,785 | 20,298 |
Operating expenses | ||
Selling, general and administrative | 15,765 | 16,169 |
Research and development | 686 | 710 |
Restructuring charges | 1,297 | 2,478 |
Loss on impairment | 4,302 | 5,597 |
Depreciation | 330 | 363 |
Amortization of intangible assets | 1,943 | 2,400 |
Total operating expenses | 24,323 | 27,717 |
Operating loss | (9,538) | (7,419) |
Interest expense | (623) | (988) |
Loss on derivative instruments, net | (17) | (13) |
Other (expense) income, net | (4) | 2,068 |
Loss before income taxes | (10,182) | (6,352) |
Provision for income taxes | 355 | 5,733 |
Net loss | $ (10,537) | $ (12,085) |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.52) | $ (0.60) |
Diluted loss per common share (in dollars per share) | $ (0.52) | $ (0.60) |
Weighted average shares outstanding used to compute net loss per share - basic and diluted (in shares) | 20,439,157 | 20,062,021 |
Weighted average shares outstanding - Diluted (in shares) | 20,439,157 | 20,062,021 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||
Net loss | $ (10,537) | $ (12,085) |
Foreign currency translation adjustment | 632 | (211) |
Comprehensive loss | $ (9,905) | $ (12,296) |
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, 2018 | $ 214 | $ 78,118 | $ (42,569) | $ (1,635) | $ (2,999) | $ 31,129 |
Balance (in shares) at Dec. 31, 2018 | 21,485,000 | (1,599) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | $ 0 | 1,513 | 0 | 0 | $ 0 | 1,513 |
Common stock issued for options exercised (in shares) | 9,000 | |||||
Common stock issued for options exercised | $ 1 | 0 | 0 | 0 | 0 | 1 |
Common stock issued for RSUs vested (in shares) | 345,000 | |||||
Common stock issued for RSUs vested | $ 3 | (3) | 0 | 0 | 0 | 0 |
Shares withheld to pay taxes | 0 | (228) | 0 | 0 | 0 | (228) |
Foreign currency translation adjustment | 0 | 0 | 0 | (211) | 0 | (211) |
Net loss | 0 | 0 | (12,085) | 0 | 0 | (12,085) |
Balance at Dec. 31, 2019 | $ 218 | 79,400 | (54,654) | (1,846) | $ (2,999) | 20,119 |
Balance (in shares) at Dec. 31, 2019 | 21,839,000 | (1,599) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | $ 0 | 378 | 0 | 0 | $ 0 | 378 |
Common stock issued for RSUs vested (in shares) | 354,000 | |||||
Common stock issued for RSUs vested | $ 4 | (4) | 0 | 0 | 0 | 0 |
Shares withheld to pay taxes | 0 | (87) | 0 | 0 | 0 | (87) |
Foreign currency translation adjustment | 0 | 0 | 0 | 632 | 0 | 632 |
Net loss | 0 | 0 | (10,537) | 0 | 0 | (10,537) |
Balance at Dec. 31, 2020 | $ 222 | $ 79,687 | $ (65,191) | $ (1,214) | $ (2,999) | $ 10,505 |
Balance (in shares) at Dec. 31, 2020 | 22,193,000 | (1,599) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows provided by operating activities | ||
Net loss | $ (10,537) | $ (12,085) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Loss on impairment | 4,302 | 5,597 |
Depreciation | 330 | 363 |
Amortization of intangible assets | 1,943 | 2,400 |
Amortization of deferred financing costs | 82 | 0 |
Amortization of capitalized software development costs | 339 | 366 |
Change in fair value of contingent consideration | 0 | (1,200) |
Stock-based compensation expense | 378 | 1,513 |
Bad debt expense | 103 | 31 |
(Gain) loss on derivative instruments, net | 17 | 13 |
Deferred income taxes | 0 | 5,349 |
Gain on sale of assets | (5) | (66) |
Changes in assets and liabilities | ||
Contract receivables | 6,901 | 6,754 |
Prepaid expenses and other assets | 81 | 532 |
Accounts payable, accrued compensation and accrued expenses | (1,498) | (3,458) |
Billings-in-excess of revenue earned | (2,374) | (3,051) |
Accrued warranty | (721) | (294) |
Other liabilities | 1,777 | 1,240 |
Net cash provided by operating activities | 1,118 | 4,004 |
Cash flows from investing activities: | ||
Capital expenditures | (13) | (131) |
Proceeds from sale of equipment | 11 | 13 |
Capitalized software development costs | (328) | (392) |
Acquisition of DP Engineering, net of cash acquired | 0 | (13,542) |
Cash used in investing activities | (330) | (14,052) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 4,752 | 0 |
Repayment of line of credit | (1,746) | 0 |
Payment of insurance premium | (204) | 0 |
Proceeds from issuance of long-term debt | 0 | 14,263 |
Repayment of long-term debt | (18,481) | (4,294) |
Proceeds from Paycheck Protection Program Loan | 10,000 | 0 |
Proceeds from issuance of common stock | 0 | 1 |
Termination fee on Interest rate swap agreement | (209) | 0 |
Shares withheld to pay taxes | (87) | (228) |
Deferred financing costs | (91) | 0 |
Net cash (used in) provided by financing activities | (6,066) | 9,742 |
Effect of exchange rate changes on cash | 289 | (126) |
Net decrease in cash and cash equivalents | (4,989) | (432) |
Cash, cash equivalents at beginning of year | 11,691 | 12,123 |
Cash, cash equivalents at end of year | $ 6,702 | $ 11,691 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Principles of consolidation GSE Systems, Inc. is a leading provider of professional and technical engineering, staffing services, and simulation software to clients in the power and process industries. References in this report to “GSE,” the “Company,” “we” and “our” are to GSE Systems and its subsidiaries, collectively. 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 the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), 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. 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 . . 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 . Management judgments and estimates involved in the initial creation and subsequent updates to the Company’s estimates-at-completion and related profit recognized are critical for our revenue recognition associated with SDB contracts . The SDB contracts generally on the systems. The base warranty is not 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 would require 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 cloud-based, subscription-based software licenses 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 are recognized when the installation and training are 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. The transaction price for Software contracts is generally fixed, and we recognize revenue upon delivery of the software, with fees due in advance or shortly after delivery of the software. We recognize Training and Consulting Services revenue as services are performed and bill our customers for services that we have provided on a regular basis (i.e. weekly, biweekly or monthly) and in time with revenue recognition. Contract asset, which we classify as unbilled receivables, relates to performance under the contract for obligations that are satisfied but not yet billed. Contract assets are recognized as revenue as they occur. 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. 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. Contract receivables, net and contract asset and liabilities Contract receivables include recoverable costs and accrued profit not billed which represents revenue recognized in excess of amounts billed. Contract asset (unbilled receivables) include amounts earned in performance of services that have not been invoiced. Contract liabilities include billings in excess of revenue earned 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. 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. Development expenditures Development expenditures incurred to meet customer specifications under contracts are charged to cost of revenue. 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. The amounts incurred for Company sponsored development activities relating to the development of new products and services or the improvement of existing products and services, were approximately $1.0 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively. Of these amounts, the Company capitalized approximately $0.3 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. 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 years to ten years. Leasehold improvements are amortized over the term 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. Significant changes in the sales projections could result in an impairment with respect to the capitalized software that is reported on the Company’s consolidated balance sheets. 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. The Company’s intangible assets impairment analysis includes the use of undiscounted and discounted cash flow models that requires management to make assumptions regarding estimates of revenue growth rates and operating margins used to calculate projected future cash flows. 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 asset, 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. We review 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. We test 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. We have determined that we have two reporting units, which are the same as our two operating segments: (i) Performance Improvement Solutions ("Performance") and (ii) Nuclear Industry Training and Consulting ("NITC"). 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 Accounting Standards Update ("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 impairment testing. 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. Additionally, Simplifying the Test for Goodwill Impairment On February 15, 2019, we acquired DP Engineering and preliminarily recorded goodwill and identified intangible assets as part of the acquisition. On February 23, 2019, an unexpected event occurred at one of DP Engineering's significant customers and all pending work for that customer was terminated as a result of a root cause analysis on February 28, 2019. On May 10, 2019, the Company determined that a material impairment had occurred, requiring an assessment for impairment to be completed related to $5.6 million of goodwill recorded in the acquisition. (See Note 7). During the first quarter of fiscal 2020, We determined that the impact of the COVID-19 pandemic on its operations was an indicator of a triggering event that could result in potential impairment of goodwill. As such we performed a Step 1 goodwill analysis whereby we compared the fair value of each reporting unit to its respective carrying value, Based upon this analysis, we determined the fair value of goodwill at the reporting unit levels exceeded the carrying value and thus there was no impairment as of the period ended March 31, 2020. The Step 1 analysis was updated as of December 31, 2020 for our annual impairment test, and did not identify any impairment of goodwill as of such date. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. As of December 31, 2019 Our goodwill impairment analysis includes the use of a discounted cash flow model that requires management to make assumptions regarding estimates of revenue growth rates and operating margins used to calculate projected future cash flows, and risk-adjusted discount rates. Foreign currency translation The United States Dollar (USD) is the functional currency of GSE and subsidiaries operating in the United States. 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 the foreign currency realized gain (loss) account in the consolidated statements of operations. 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 50% 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 expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, Compensation-Stock Compensation Significant customers and concentration of credit risk For the year ended December 31, 2020, we have a concentration of revenue from one individual customer, which accounted for 14.1% of our consolidated revenue. For the year ended December 31, 2019, we had a concentration of revenue from one customer, which accounted for 27.8% of our consolidated revenue. This customer is part of both Performance and NITC segments. No other individual customer accounted for more than 10% of our consolidated revenue in 2020 or 2019. As of December 31, 2020, we have no customer that accounted over 10% of the Company’s consolidated contract receivables. As of December 31, 2019, the Company had two customers that accounted for 12.6% and 10.3% 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 Occasionally, 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. We do not have such derivative instruments as of December 31, 2020. COVID-19 GSE employees began working remotely during the first quarter of 2020 due to the COVID-19 pandemic and will continue to do so when practical and as mandated by local, state and federal directives and regulations. Employees almost entirely work from home within our Performance Improvement Solutions ("Performance") segment, except when required to be at the client site for essential project work. Our Performance contracts, which are considered an essential service, are permitted to and mostly continue without pause; however, we have experienced certain delays in new business. For our staff augmentation business, we have seen certain contracts for our Nuclear Industry Training and Consulting ("NITC") customers paused or delayed as clients shrink their own on-premise workforces to the minimum operating levels in response to the pandemic; as a result, our NITC segment has experienced a decline in its billable employee base since the start of the pandemic. Although we cannot fully estimate the length or gravity of the impact of the COVID-19 pandemic to our business at this time, we have experienced delays in commencing new projects and thus our ability to recognize revenue has been delayed for some contracts. We have also experienced order reductions or other negative changes to orders due to the pandemic. We routinely monitor our operating expenses as a result of contract delays and have made adjustments to keep our gross profit at a sustainable level. Going Concern In 2019, our operating results were negatively impacted by the loss of a major customer in our DP Engineering subsidiary. In 2020, we had several projects delayed and new orders postponed because of the COVID-19 pandemic. The COVID-19 macroeconomic environment is considered fluid and although recovery is anticipated to steadily occur over the next 12 months, a further decline will stress our ability to meet covenant requirements. Further continuance of delays in commencing work on outstanding orders or a continued loss of orders, further disruption of our business because of worker illness or mandated shutdowns may also exacerbate the situation. Jurisdictions where our businesses operate across the country are pushing toward re-opening places of business and government support, through the American Rescue Plan Act of 2021, will continue support the broad economy on that path. However, the timing of these elements taking place are not predictable and may not serve to mitigate our situation or improve our specific company’s health. We signed the Ninth Amendment and Reaffirmation Agreement (the “Nineth Amendment”) with our bank on March 29, 2021 to waive the fixed charge coverage ratio and leverage ratio for the quarters ending March 31 and June 30, 2021, and to adjust the thresholds for future covenants to ease the risk of non-compliance experienced in previous quarters (See Note 25). However, our new covenant compliance is dependent on meeting future projections, which are subject to the variability and unknown speed and extent of post-COVID-19 recovery. The Company also maintains options to compensate for a further decline in operations to bolster cash positions by raising capital through its access to the public markets or entering alternative finance arrangements afforded to it through established financial relationships. Impact to net income could be mitigated through one or many of the various cost cutting measures at its disposal, directed at compensation, vendor augmentation or delay of investment initiatives in its corporate office. These actions and options, which are further supported by positively trending macroeconomic conditions, and the potential to see recovering business and orders ease the risk to the bank covenants experienced in previous quarters . However, when considering the unpredictability of the above, there continues to be substantial doubt the Company will continue as a going concern over the next twelve months |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Recent Accounting Policies [Abstract] | |
Recent Accounting Policies | 2. Recent Accounting Pronouncements Accounting pronouncements recently adopted In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, Simplifying the Test for Goodwill Impairment Accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities, Investments – Equity Method and Joint Ventures, and Derivatives and Hedging In September 2020, the FASB issued ASU 2020-10, Codification Improvements Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings per Share [Abstract] | |
Earnings per Share | 3 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 are 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, 2020 2019 Numerator: Net (loss) income attributed to common stockholders $ (10,537 ) $ (12,085 ) Denominator: Weighted-average shares outstanding for basic earnings per share 20,439,157 20,062,021 Effect of dilutive securities: Employee stock options and warrants - - Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 20,439,157 20,062,021 Shares related to dilutive securities excluded because inclusion would be anti-dilutive - 314,234 Conversion of certain outstanding stock options was not assumed for the years ended December 31, 2020 and 2019 because the impact would have been anti-dilutive. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 2020 | |
Paycheck Protection Program Loan [Abstract] | |
Paycheck Protection Program Loan | 4 Paycheck Protection Program Loan On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act’s purpose is to extend liquidity to small businesses and assist in retaining employees during the COVID-19 pandemic. On April 23, 2020, GSE was approved for and on the next day received a $10 million PPP Loan (“PPP Loan” or “Loan”) from the Small Business Administration (SBA) as part of the CARES Act from the Bank. On June 5, 2020, the Paycheck Protection Program Flexibility Act (“PPPFA”) was signed into law. This new law acted to ease some of the burden of the first legislation in order to expand the amount of forgiveness available. The aim of the PPP Loan is to provide funding for businesses for certain payroll and nonpayroll costs. Proceeds for the PPP Loan are eligible for complete forgiveness, if used at least 60% for payroll cost with up to 40% for certain other nonpayroll costs. Forgiveness for amounts less than the total amount of the PPP Loan ($10 million) is allowed, retaining 60/40 requirements, but will be limited based upon the amount of funds used for payroll costs and further reduced by a full-time employee and salary/hourly rate wage reduction limitation. GSE has relied primarily on eligible wages and expenses and is well within the ratios. The SBA has stated that PPP loans above $2 million will be subjected to audited for appropriate usage of the funds and confirmation of loan forgiveness. GSE stated, as part of the initial application, that the receipt of such funds was required in order to maintain its employees during the pandemic, and GSE was confident in its ability to report on the proper use the funds and obtain full forgiveness. GSE has also prepared and performed extensive review in its submission of the mandated Form 3590 – PPP Loan Necessity Questionnaire and remains confident to that end. The terms of the loan are as follows: The July 5 legislation provides for an automatic 10 months deferment, after the coverage period, on the first payment, placing it on August 9, 2021. Subsequent payments, in accordance with our loan documentation, will occur monthly in equal monthly proportions, beginning with the first full month following the deferment period and will be comprised of principal and interest, with the loan fully due on April 23, 2022. Although the first payment is not required until September 2021, the loan balance accrues at an interest rate of 1% from April 23, 2020. If the loan is forgiven, the related interest incurred is also forgiven. We realized all possible PPP Loan (“PPP Loan” or “Loan”) forgiveness expenses through the 24 week coverage period during the 2020 fiscal year. We have applied for forgiveness in Q1 of 2021, with expected response in Q2 of 2021. Any balance unforgiven by the SBA and accruing 1% interest since inception will be payable starting on the date instructed by the SBA and in equal monthly payments with the final balance due by April 23, 2022. Loan forgiveness is achieved by applying for forgiveness with the Company’s lender, the Bank, with costs eligible for forgiveness as incurred and receiving final clearance from the SBA. The Bank has successfully completed their review and provided the loan forgiveness application and support to the SBA on February 26, 2021 for their process to begin, legislated to take no more than an additional 90 days. Upon receipt of the funds, a Loan Payable – PPP balance of $10 million was recorded and a related interest was accrued and booked through Q4 2020. As of December 31, 2020, GSE reported half of the loan balance and accrued interest as a short term payable. The PPP Loan contains events of default and other provisions customary for a loan of this type. The Payroll Protection Program provides that (1) the use of PPP Loan amount shall be limited to certain qualifying expenses, of the principal amount of the loan is guaranteed by the Small Business Administration. The SBA provides for certain customary events of default, including if the Company (i) fails to do anything required by the Note and other Loan Documents; (ii) does not disclose, or anyone acting on its behalf does not disclose, any material fact to the Bank or the SBA; (iii) makes, or anyone acting on its behalf makes, a materially false or misleading representation to lender or the SBA; (iv) reorganizes, merges, consolidates or otherwise changes ownership or business structure without the Bank’s prior written consent; (v) takes certain prohibited actions after the Bank makes a determination that the PPP Loan is not entitled to full forgiveness. Upon default the Bank may require immediate payment of all amounts owing under the PPP Loan or file suit and obtain judgment. As of December 31, 2020, we had $10.0 million of outstanding PPP Loan and accrued interest of $69 thousand as debt in our consolidated balance sheets. We classified $5.0 million as current and $5.0 million as noncurrent in our consolidated balance sheets. We recorded $69 thousand of interest expense during the year end December 31, 2020. As of December 31, 2020, management believes the Company was in full compliance with all requirements in order to apply for forgiveness under the PPP Loan. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue [Abstract] | |
Revenue | 5. Revenue We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers The following table represents a disaggregation of revenue by type of goods or services for the years ended December 31, 2020 and 2019, along with the reportable segment for each category: ( in thousands Twelve Months Ended December 31, 2020 2019 Performance Improvement Solutions segment System Design and Build $ 11,197 $ 19,573 Point in time 316 299 Over time 10,881 19,274 Software 3,873 2,883 Point in time 1,411 386 Over time 2,462 2,497 Training and Consulting Services 17,720 23,320 Point in time 110 68 Over time 17,610 23,252 Nuclear Industry Training and Consulting segment Training and Consulting Services 24,830 37,199 Point in time 21 63 Over time 24,809 37,136 Total revenue $ 57,620 $ 82,975 SDB contracts are typically fixed-priced, and we receive payments based on a billing schedule established in our contracts. We generally have two main performance obligations: (1) the training simulator build and (2) the Post Contract Support ("PCS") period. Fees for PCS are normally paid in advance of the related service period. 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. 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 . . 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 . Management judgments and estimates involved in the initial creation and subsequent updates to the Company’s estimates-at-completion and related profit recognized are critical to our revenue recognition associated with SDB contracts. Inputs and assumptions requiring significant management judgment included anticipated direct labor, subcontract labor, and other direct costs required to deliver on unfinished performance obligations. The transaction price for Software contracts is generally fixed, and we recognize revenue upon delivery of the software, with fees due in advance or shortly after delivery of the software. We recognize Training and Consulting Services revenue as services are performed and bill our customers for services that we have provided on a regular basis (i.e. weekly, biweekly or monthly) and in time with revenue recognition. Contract asset, which we classify as unbilled receivables, relates to performance under the contract for obligations that are satisfied but not yet billed. Contract assets are recognized as revenue as they occur. 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, 2020 December 31, 2019 Billings in excess of revenue earned (BIE) $ 5,285 $ 7,613 Revenue recognized in the period from amounts included in BIE at the beginning of the period $ 6,691 9,089 For the year ended December 31, 2020, the Company recognized revenue of $0.3 million related to performance obligations satisfied in previous periods. As of December 31, 2020, the aggregate amount of transaction price allocated to the remaining performance obligations of SDB, software and fixed-price training and consulting services contracts is $22.1 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, 2020 | |
Restructuring Expenses [Abstract] | |
Restructuring Activities | 6. Restructuring expenses I nternational Restructuring On December 27, 2017, the Board of Directors 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 has undertaken other related cost-savings measures. As a result of these efforts, GSE has recorded total restructuring charges of approximately $3.1 million, primarily related to workforce reductions, contracts termination costs and asset write-offs due to the exit activities. We recorded a restructuring charge of $0.1 million and $1.0 million for the years ended December 31, 2019 and December 31, 2020, respectively. In addition to the restructuring costs incurred to date, the Company has an estimated $1.2 million of cumulative translation adjustments that will be charged against net income (loss) and an estimated $0.8 million of tax benefit that will be realized upon liquidation of these foreign entities. GSE expects to recognize the remaining restructuring costs, currency translation adjustments, and tax benefits in 2021. DP Engineering Restructuring During the third quarter of 2019, the Company implemented a restructuring plan as a result of the work suspension of DP Engineering’s largest customer and subsequent notification on August 6, 2019 that the EOC contract was being terminated. Accordingly, the Company took the necessary measures to reduce DP’s workforce by approximately 12 FTE’s and in addition terminated one of its office leases early resulting in one-time costs of $0.3 million being paid in the third quarter 2019. As a result of this plan, we incurred $0.2 million and $0.7 million restructuring cost to align the workforce to the expected level of business for the years ended December 31, 2020 and 2019, respectively. Lease abandonment As of December 31, 2019, management decided to cease-use, abandoned, a portion of several operating lease right of use lease assets in long idled space in our Sykesville office and in DP Engineering’s Fort Worth office. This was decided as part of the on-going international restructuring plans to right size the organization. Management determined the square footage which would remain in use and took steps to ensure the abandoned space was separated from the remaining in use space, end access of all employees to the abandoned sections, and remove any remaining office furniture assets. We applied the abandonment guidance in ASC 360-10-35. We believe “abandonment” means ceasing to use the underlying asset and lacking either the intent or the ability to sublease the underlying asset. Accordingly, lease abandonment restructuring charges incurred relating to the right of use assets for the year ended December 31, 2019 totaled $1.5 million. No additional charges were incurred for the year ended December 31, 2020. The following table shows the abandoned square footage and right out use asset details: Sykesville DP Engineering Total Square Ft in use December 1, 2019 36,549 19,871 56,420 Square Ft in use December 31, 2019 14,636 9,936 24,572 Abandoned Square Ft 21,913 9,936 31,849 (in thousands) Pre-Abandonment ROU Balance $ 1,474 $ 1,291 $ 2,765 Post-Abandonment Balance 590 646 1,236 Abandonment ROU 884 646 1,529 The following table shows the total restructuring costs: Total 2020 Restructuring Costs Total 2019 Restructuring Costs Restructuring Costs Lease termination costs $ - $ 1,625 International restructuring 1,119 106 Employee termination benefits 178 747 Total $ 1,297 $ 2,478 Expected Restructuring Costs GSE expects no additional restructuring costs under the international restructuring plan, except currency translation adjustments and the related tax benefits upon liquidation of foreign entities in 2021. As a part of the DP restructuring, the right sizing effort had led to the lease abandonment and related impairment as mentioned above. In a continuing effort to align the Company’s workforce and by extension the available workspace, we expect future restructuring as we continue to migrate out of the Sykesville office. At this time management is unable to estimate the ultimate restructuring costs or timeline over which these costs will be recognized. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Intangible Assets Subject to Amortization During the first quarter of fiscal 2020, we determined that the impact of the COVID-19 pandemic on the Company's operations was an indicator of a triggering event that could result in potential impairment of goodwill. As such we performed a Step 1 goodwill analysis whereby we compared the fair value of each reporting unit to its respective carrying value, Based upon this analysis, we determined the fair value of goodwill at the reporting unit levels exceeded the carrying value and thus there was no impairment for the period ended March 31, 2020. The Step 1 analysis was updated as of December 31, 2020 for our annual impairment test, and did not identify any impairment of goodwill as of such date. We also had no goodwill impairment for the year ended December 31, 2019. Our goodwill impairment analysis includes the use of a discounted cash flow model that requires management to make assumptions regarding estimates of growth rates used to forecast revenue, operating margin and terminal value as well as determining the appropriate risk-adjusted discount rates and other factors that impact fair value determinations. We recognized definite-lived intangible assets of $6.8 million upon acquisition of DP Engineering on February 15, 2019, including customer contracts and relationships, trademarks and non-compete agreements, with amortization periods of 5 to 15 years. Amortization of our definite-lived intangible assets is recognized on a straight-line basis over the estimate useful life of the associated assets. Following the February 23, 2019 event occurring at a DP Engineering customer location and subsequent receipt of the Notice of Suspension on February 28, 2019, the Company concluded that DP Engineering's relationship with it's largest customer has been adversely impacted. The DP Engineering customer contracts and relationships were the major components of the definite-lived intangible assets recognized in connection with the acquisition. Accordingly, the Company determined that a triggering event had occurred requiring an interim assessment of whether a potential impairment of definite-lived intangible asset impairment test was necessary in accordance with the related impairment guidance. As a result, it was determined that a material impairment had occurred, requiring an impairment of $5.6 million of goodwill recorded in 2019. Due to the impact of the COVID-19 pandemic, definite-lived intangible assets were reviewed for impairment. The undiscounted cash flows evidenced impairment for the DP Engineering asset group as such, we used a discounted cash flow model to determine the fair value of the DP Engineering asset group and recorded an impairment charge of $4.3 million as of the period ended March 31, 2020. The Company’s intangible assets impairment analysis includes the use of undiscounted cash flow and discounted cash flow models that requires management to make assumptions regarding estimates of growth rates used to forecast revenue, operating margin and terminal value as well as determining the appropriate risk-adjusted discount rates and other factors that impact fair value determinations. Management determined no additional triggering impact occurred during the year ended December 31, 2020. The following table shows the gross carrying amount and accumulated amortization of definite-lived intangible assets: (in thousands) As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Impact of Impairment Net Amortized intangible assets Customer relationships $ 11,730 $ (5,504 ) $ (3,102 ) $ 3,124 Trade names 2,467 (1,020 ) (778 ) 669 Developed technology 471 (471 ) - - Non-contractual customer relationships 433 (433 ) - - Noncompete agreement 949 (336 ) (422 ) 191 Alliance agreement 527 (277 ) - 250 Others 167 (167 ) - - Total $ 16,744 $ (8,208 ) $ (4,302 ) $ 4,234 (in thousands) As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets Customer relationships $ 11,730 $ (4,079 ) $ 7,651 Trade names 2,467 (727 ) 1,740 Developed technology 471 (471 ) - Non-contractual customer relationships 433 (433 ) - Noncompete agreement 949 (217 ) 732 Alliance agreement 527 (171 ) 356 Others 167 (167 ) - Total $ 16,744 $ (6,265 ) $ 10,479 Amortization expense related to definite-lived intangible assets totaled 1.9 million and $2.4 million for the years ended December 31, 2020 and 2019, 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: 2021 $ 1,213 2022 911 2023 640 2024 435 Thereafter 1,035 $ 4,234 Goodwill The change in the net carrying amount of goodwill from January 1, 2019 through December 31, 2019 is noted below, there were no changes in goodwill during 2020: (in thousands) Performance Improvement Solutions Nuclear Industry Training and Consulting Total Net book value at January 1, 2019 $ 4,739 $ 8,431 $ 13,170 Acquisition 5,766 - 5,766 Dispositions - - - Goodwill impairment loss (5,597 ) - (5,597 ) Net book value at December 31, 2019 $ 4,908 $ 8,431 $ 13,339 |
Contract Receivables
Contract Receivables | 12 Months Ended |
Dec. 31, 2020 | |
Contract Receivables [Abstract] | |
Contract Receivables | 8. Contract Receivables Contract receivables represent the Company's unconditional rights to consideration due from a broad base of both domestic and international customers. Net 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, 2020 2019 Billed receivables $ 5,694 $ 11,041 Unbilled receivables 5,160 6,624 Allowance for doubtful accounts (360 ) (458 ) Total contract receivables, net $ 10,494 $ 17,207 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, 2020 and 2019, the Company recorded allowances for doubtful accounts of $103 thousand and $31 thousand, respectively. During January 2021, the Company invoiced $3.7 million of the unbilled amounts related to the balance at December 31, 2020. The activity in the allowance for doubtful accounts is as follows: (in thousands) As of and for the Years ended December 31, 2020 2019 Beginning balance $ 458 $ 427 Current year provision 103 31 Current year write-offs (201 ) - Ending balance $ 360 $ 458 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (in thousands) December 31, 2020 2019 Income tax receivable $ 136 $ 237 Prepaid expenses 883 861 Other current assets 535 782 Total $ 1,554 $ 1,880 Other current assets primarily include value-added tax receivables and cash deposited in a Swedish tax account. Prepaid expenses primarily include prepayment for insurance and other subscription-based services. |
Equipment, Software, and Leaseh
Equipment, Software, and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2020 | |
Equipment, Software and Leasehold Improvements [Abstract] | |
Equipment, Software and Leasehold Improvements | 10. Equipment, Software and Leasehold Improvements Equipment, software and leasehold improvements, net consist of the following: (in thousands) December 31, 2020 2019 Computer and equipment $ 2,229 $ 2,266 Software 1,695 1,693 Leasehold improvements 660 664 Furniture and fixtures 848 900 5,432 5,523 Accumulated depreciation (4,816 ) (4,584 ) Equipment, software and leasehold improvements, net $ 616 $ 939 Depreciation expense was $0.3 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. |
Product Warranty
Product Warranty | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Warranty [Abstract] | |
Product Warranty | 11. Product 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 year 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. In the final quarter of 2019, management reassessed the warranty percentage used in determining project budgets for warranty projects which were active at the end of 2019 and used in project budgets for non-warranty projects active at the end of 2019. In 2018 and prior periods, the GSE standard warranty was 4% of non-physical material cost of an individual project. Physical material is excluded from this target as the associated vendor typically provides their own warranty. Based on historical warranty costs, trends in actual expenses incurred and discussions with sales managers, it is management’s determination that a 3% warranty provision is a conservative estimate for all warranty costs both for active warranty projects and active non-warranty projects. The adjustment of this change resulted in a $0.2 million decrease in warranty provision. The activity in the accrued warranty accounts is as follows: (in thousands) As of and for the years ended December 31, 2020 2019 Beginning balance $ 1,323 $ 1,621 Current year provision (205 ) (133 ) Current year claims (203 ) (164 ) Currency adjustment 7 (1 ) Ending balance $ 922 $ 1,323 The current and non-current warranty balance is as follows: December 31, 2020 2019 Current $ 665 $ 921 Non-current 257 402 Total Warranty $ 922 $ 1,323 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 12. 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. For 2019. 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. As of December 31, 2020 and 2019, During the years ended December 31, 2020 and 2019, the Company did not have any transfers into or out of Level 3. The following table presents assets measured at fair value at December 31, 2020: 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 $ 435 $ - $ - $ 435 Total assets $ 435 $ - $ - $ 435 The following table presents assets and liabilities measured at fair value at December 31, 2019: 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 $ 434 $ - $ - $ 434 Foreign exchange contracts - 49 - 49 Total assets $ 434 $ 49 $ - $ 483 Liability awards $ - $ (9 ) $ - $ (9 ) Interest rate swap contract - (160 ) - (160 ) Total liabilities $ - $ (169 ) $ - $ (169 ) As of December 31, 2019, we had classified our foreign exchange contracts within other assets. Our interest rate swap contract and liability awards were classified within other noncurrent assets as of the period ended December 31, 2019. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt [Abstract] | |
Long-Term Debt | 13. Debt On December 29, 2016, we entered a 3-year $5.0 million revolving line of credit facility with the Bank to fund general working capital needs and acquisitions. On May 11, 2018, we entered into the Amended and Restated Credit and Security Agreement (the “Credit Agreement” or the “Credit Facility”) to (a) expand the $5.0 million revolving line of credit (the “RLOC”) to include a letter of credit sub-facility and not be subject to a borrowing base and (b) to add a $25 million term loan facility, available to finance permitted acquisitions over the following 18 months. The credit facility was subject to certain financial covenants and reporting requirements and was scheduled to mature in five years on May 11, 2023 and accrued interest at the one-month USD LIBOR, plus a margin that varies depending on our overall leverage ratio. The RLOC had required monthly payments of only interest, with principal due at maturity, while our term loan draws required monthly payments of principal and interest based on an amortization schedule. Our obligations under the Credit Agreement was guaranteed by our wholly owned subsidiaries Hyperspring, Absolute, True North, DP Engineering and by any future material domestic subsidiaries (collectively, "the Guarantors"). On January 6, 2020, due to an expected violation of our covenants, we entered into the Sixth Amendment and Reaffirmation Agreement with an effective date of December 31, 2019, with our Bank to relax the fixed charge coverage ratio and leverage ratio and delay testing of both financial covenants. We agreed to an additional covenant, requiring us to maintain a consolidated Adjusted EBITDA target of $4.3 million, tested quarterly as of December 31, 2019, March 31, 2020 and June 30, 2020. Further, we agreed to maintain a minimum USA liquidity of at least $5.0 million in the aggregate, tested bi-weekly as of the fifteenth and the last day of each month, beginning on December 31, 2019 and until June 30, 2020. In addition to the revised covenants, we agreed to make accelerated principal payments of $3.0 million on January 6, 2020; $1.0 million on March 31, 2020; and $1.0 million on June 30, 2020. We incurred $20 thousand of debt issuance costs related to this amendment. On April 17, 2020, effective March 31, 2020, we entered into the Seventh Amendment and Reaffirmation Agreement, which required us to maintain a minimum fixed charge coverage ratio of 1.25 to 1.00, tested quarterly as of the last day of each quarter, beginning with the quarter ending June 30, 2021. In addition, we agreed to not exceed a maximum leverage ratio, tested quarterly as of the last day of each quarter and beginning with the quarter ending September 30, 2020 as follows: (i) 3.00 to 1.00 for the period ending on September 30, 2020; (ii) 2.50 to 1.00 for the period ending on December 31, 2020; and (iii) 2.25 to 1.00 for the period ending on March 31, 2021 and for the periods ending December 31, March 31, June 30 and September 30, thereafter. We additionally agreed to make accelerated principal payments of $0.75 million on April 17, 2020 and $0.5 million on June 30, 2020. We incurred $50 thousand of debt issuance costs related to this amendment. On August 28, 2020, we signed the Eighth Amendment and Reaffirmation Agreement, “the Eighth Amendment”, with an effective date of June 29, 2020, due to violating our minimum Adjusted EBITDA covenant during the three months ended June 30, 2020. As part of the amendment, we agreed to pay $10 million to the Bank during the three months ended September 30, 2020, of which $0.7 million was paid to reduce our RLOC. We paid $9.1 million of our long-term debt and paid out $0.2 million for the unwinding of the interest rate swap agreement during the quarter. We incurred $10 thousand in additional debt issuance costs related to the amendment, which we expensed along with a $70 thousand previously deferred debt issuance cost The Eighth Amendment removed our minimum Adjusted EBITDA covenant and changed our other debt covenants on an ongoing basis as follows: our maximum fixed charge coverage ratio will be tested quarterly as of the last day of each quarter, beginning with the quarter ending December 31, 2021 and must be 1.00 to 1.00; our leverage ratio will be tested quarterly, starting on March 31, 2021 as follows: (i) 3.00 to 1.00 for the period ending March 31, 2021; (ii) 2.75 to 1.00 for the period ending on June 30, 2021, (iii) 2.50 to 1.00 for the period ending on September 30, 2021, and (iv) 2.00 to 1.00 for the period ending on December 31, 2021 and for the periods ending on each December 31st, March 31st, June 30th and September 30th thereafter. We are also required to maintain a minimum of $3.5 million in aggregate USA liquidity, which was tested on September 15, 2020 and will be tested bi-weekly on an on-going basis. On March 29, 2021, due to a projected violation of Q1 2021 leverage ratio, we signed the Ninth Amendment and Reaffirmation Agreement with an effective date of March 29, 2021 (See Note 25). Revolving Line of Credit (“RLOC”) During the year ended December 31, 2020, we paid down $0.7 million on our RLOC as part of the Eighth Amendment, discussed above. Subsequently, we were able to draw down $0.7 million on the RLOC to fund our working capital needs. As of December 31, 2020, we had outstanding borrowings of $3.0 million under the RLOC and three letters of credit totaling $933 thousand outstanding to certain of our customers. After consideration of letters of credit, the amount available under the RLOC was approximately $1.1 million as of December 31, 2020. At December 31, 2019, there were no outstanding borrowings under the RLOC and four letters of credit totaling $1.2 million were outstanding. The amount available at December 31, 2019, after consideration of the letters of credit was approximately $3.8 million. We intend to continue using the RLOC for short-term working capital needs and the issuance of letters of credit in connection with business operations provided, we remain in compliance with our covenants. As discussed in Note 25, we entered into a 9th Amendment on our credit facility, as such our covenants have been waived through June 30, 2021. Letter of credit issuance fees range between 1.25% and 2.00% of the value of the letter of credit, depending on our overall leverage ratio. We pay an unused RLOC fee quarterly based on the average daily unused balance. Term Loans We acquired DP Engineering on February 15, 2019 for approximately $13.5 million in cash, mainly from proceeds of $14.3 million from a term loan with our Bank. As of September 30, 2020, the loan is fully repaid including all accrued interest at the adjusted USD LIBOR, plus a margin ranging between 2.00% and 2.75% depending on our overall leverage ratio. There were no debt issuance costs or loan origination fees associated with this payoff. As part of the Eighth Amendment discussed above, we repaid all of $9.1 million outstanding balance on our term loan during the year ended December 31, 2020 December 31, 2020. The Bank also agreed to remove its collateral agreement with the Company’s subsidiaries as part of the Eighth Amendment and repayment of our outstanding term loans during the year ended December 31, 2020 December 31, 2020. Paycheck Protection Program Loan We entered into the PPP Loan agreement with the Bank which was approved by the Bank and funded on April 23, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The PPP Loan matures on April 24, 2022 and bears interest at a rate of 1.0% per annum. Monthly amortized principal and interest payments are deferred for ten months after the last day of the covered period, August 9, 2021. The PPP Loan funds were received on April 24, 2020. The PPP Loan contains events of default and other provisions customary for a loan of this type. The Payroll Protection Program provides that (1) the use of PPP Loan amount shall be limited to certain qualifying expenses, of the principal amount of the loan is guaranteed by the Small Business Administration and (3) an amount up to the full principal amount may qualify for loan forgiveness in accordance with the terms of CARES Act. We are not yet able to determine the amount that might be forgiven. As of December 31, 2020, the Company was in full compliance with respect to the PPP Loan and believes the eligible expenses accumulated during the coverage period satisfy forgiveness criteria |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments [Abstract] | |
Derivative Instruments | 14. 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 Our 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 our 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 on derivative instruments, net in the consolidated statements of operations. We utilize foreign currency exchange contracts to manage market risks associated with fluctuations in foreign currency exchange rates and to minimize credit exposure by limiting counterparties to nationally recognized financial institutions. As of December 31, 2020, we had no foreign exchange contracts outstanding. Interest Rate Risk Management In June 2018, as part of our overall risk management policies, we entered into a pay-fixed, receive-floating interest rate swap contract with a notional amount of $9.0 million to reduce the impact associated with interest rate fluctuations on our outstanding term loans (see Note 13) . The notional value amortizes monthly in equal amounts based on the 5-year principal repayment terms. Per the terms of the swap, we are required to pay interest on the basis of a fixed rate of 3.02%, and we receive interest on the basis of one-month USD LIBOR. As discussed in Note 13, we signed the Eighth Amendment with our Bank and repaid the $9.1 million outstanding balance on our term loan. Accordingly, we exited the swap agreement related to this loan and paid $0.2 million in cash. For the periods presented, we did not elect to designate any of our derivative contracts as hedges. Changes in the fair value of the derivative contracts are included in loss on derivative instruments, net in the consolidated statements of operations. For the years ended December 31, 2020 and 2019, the Company recognized a net (loss) gain on its derivative instruments as outlined below: Years ended December 31, (in thousands) 2020 2019 Foreign exchange contracts- change in fair value $ 17 $ 6 Interest rate swap - change in fair value (49 ) (57 ) Remeasurement of related contract receivables and billings in excess of revenue earned 15 38 $ (17 ) $ (13 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | 15. Income Taxes The consolidated income before income taxes, by domestic and foreign sources, is as follows: (in thousands) Years ended December 31, 2020 2019 Domestic $ (13,834 ) $ (6,671 ) Foreign 3,652 319 Total $ (10,182 ) $ (6,352 ) The provision (benefit) for income taxes is as follows: (in thousands) Years ended December 31, 2020 2019 Current: Federal $ 3 $ (30 ) State 67 60 Foreign 285 354 Subtotal 355 384 Deferred: Federal - 4,686 State - 663 Foreign - - Subtotal - 5,349 Total $ 355 $ 5,733 The effective income tax rate for the years ended December 31, 2020 and 2019 differed from the statutory federal income tax rate as presented below: Effective Tax Rate percentage (%) Years ended December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 3.7 % (12.1 )% Effect of foreign operations (0.9 )% (0.3 )% Effect of foreign restructuring (6.7 )% 0.0 % Change in valuation allowance (15.6 )% (93.1 )% Meals and Entertainment (0.4 )% (1.4 )% Stock based compensation (2.2 )% (1.4 )% GILTI Inclusion (0.2 )% 0.0 % Other permanent differences 0.0 % (0.6 )% Uncertain Tax Positions (2.5 )% 0.9 % Prior year reconciling items 0.3 % (3.3 )% Effective tax rate (3.5 )% (90.3 )% The difference between the effective rate and statutory rate in 2020 primarily resulted from a change in valuation allowance, permanent differences, accruals related to uncertain tax positions for certain foreign tax contingencies, foreign restructuring and the tax impact of stock compensation forfeitures. 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, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 5,406 $ 4,396 Accruals 387 247 Reserves 309 408 Alternative minimum tax credit carryforwards 69 126 Stock-based compensation expense 251 539 Intangible assets 2,362 1,021 Goodwill 995 1,037 Operating lease liability 747 998 Other 271 464 Total deferred tax asset 10,797 9,236 Valuation allowance (9,165 ) (7,576 ) Total deferred tax asset less valuation allowance 1,632 1,660 Deferred tax liabilities: Software development costs (164 ) (161 ) Fixed assets (22 ) (7 ) Intangible assets - (22 ) Indefinite-lived intangibles (967 ) (728 ) Operating lease - right of use asset (379 ) (510 ) Other (100 ) (175 ) Total deferred tax liability (1,632 ) (1,603 ) Net deferred tax asset $ - $ 57 As of December 31, 2019, the Company had a deferred tax asset of $57 thousand for alternative minimum tax credits which became fully refundable in the first quarter of 2020 with the enactment of the CARES Act. Accordingly, the entire balance was reclassed to a Federal Tax Receivable account during the first quarter. The Company files tax returns in the United States federal jurisdiction and in several state and foreign jurisdictions. Because of the net operating loss carryforwards, the Company is subject to U.S. federal and state income tax examinations for tax years 2000, and forward, and is subject to foreign tax examinations by tax authorities for the years 2015 and forward. Open tax years related to state and foreign jurisdictions remain subject to examination but are not considered material to our financial position, results of operations or cash flows. 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 performed an analysis of the valuation allowance position for its worldwide deferred tax assets and determined that a valuation allowance continues to be necessary on its U.S. and foreign deferred tax assets at December 31, 2020. At December 31, 2020, the Company’s largest deferred tax asset was $6.2 million of net operating losses, excluding the impact of uncertain tax positions. It primarily relates to a U.S. net operating loss carryforward of $6.2 million; $4.6 million of the net operating loss carryforward expires in various amounts between 2023 and 2037; $1.6 million of the net operating loss carryforward is an indefinite lived deferred tax asset. The Company does not believe that it is more likely than not that it will be able to realize its deferred tax assets for its U.S. and foreign deferred tax assets at December 31, 2020, therefore we have maintained a $9.2 million valuation allowance for our net deferred tax assets. As of December 31, 2020 and 2019, the Company's consolidated cash and cash equivalents totaled $6.7 million and $11.7 million, respectively, including cash and cash equivalents held at non-U.S. entities totaling $3.1 million and $4.4 million, respectively. The non-U.S. entities include operating subsidiaries located in China. The Company does not assert permanent reinvestment in China. Accordingly, the Company analyzed the cumulative earnings and profits and determined no US deferred liability exists given aggregated accumulated deficits. Uncertain Tax Positions During 2020 and 2019, 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. The following table outlines the Company's uncertain tax liabilities, including accrued interest and penalties for each jurisdiction: China Ukraine South Korea UK U.S. (in thousands) Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Total Balance, January 1, 2019 $ 204 $ 285 $ 82 $ 72 $ 461 $ 111 $ - $ - $ 996 $ 4 $ 2,215 Increases - 33 - - 93 67 - - - 2 195 Decreases 3 - 4 12 - - - - 203 - 222 Balance, December 31, 2019 $ 201 $ 318 $ 78 $ 60 $ 554 $ 178 $ - $ - $ 793 $ 6 $ 2,188 Increases 13 60 - - 128 96 45 21 - 3 366 Decreases - - 64 50 - - - - - - 114 Balance, December 31, 2020 $ 214 $ 378 $ 14 $ 10 $ 682 $ 274 $ 45 $ 21 $ 793 $ 9 $ 2,440 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2020 | |
Capital Stock [Abstract] | |
Capital Stock | 16. Capital Stock The Company’s Board of Directors has authorized 62,000,000 total shares of stock 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, 2020, the Company has reserved 6,017,632 shares of common stock for issuance; zero are reserved for shares upon exercise of outstanding stock options and 1,719,732 are reserved for shares upon vesting of restricted stock units. The Company has 1,482,368 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, 2020 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 17. 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 was amended and restated effective April 22, 2016 and 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, 2020, 4,297,900 shares have been issued under the Plan, zero stock options and 1,719,732 restricted stock units (RSUs) were outstanding under the Plan, while 1,482,368 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, 2020 and 2019, the Company recognized $0.4 million and $1.4 million, respectively, of stock-based compensation expense under the fair value method. Accordingly, the Company recognized associated deferred income tax expense (benefits) of $220 thousand and $86 thousand, respectively, during the years ended December 31, 2020 and 2019. During the years ended December 31, 2020 and 2019, there were approximately zero and $93 thousand 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 years 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, 2020 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, 2020 5,000 $ 1.65 Options expired (5,000 ) - Options outstanding at December 31, 2020 - - $ - - Options exercisable at December 31, 2020 - $ - $ - - Information with respect to stock option activity as of and for the year ended December 31, 2019 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, 2019 55,000 $ 1.87 Options exercised (50,000 ) 1.89 Options outstanding at December 31, 2019 5,000 1.65 $ - 0.87 Options exercisable at December 31, 2019 5,000 $ - $ - - The Company did not grant stock options during the years ended December 31, 2020, and 2019, The Company received cash for the exercise price associated with stock options exercised of $0 and $127 thousand during the years ended December 31, 2020 and 2019, respectively. The total intrinsic value realized by participants on stock options exercised was zero during the years ended December 31, 2020 and 2019, respectively. Restricted Stock Units During the years ended December 31, 2020 and 2019, 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 year and five years. The following table summarizes the information about vested and unvested restricted stock units for the years ended December 31, 2020 and 2019. Number of Shares Weighted Average Fair Value Nonvested RSUs at January 1, 2019 1,571,525 $ 1.96 RSUs granted 918,459 2.56 RSUs forfeited (64,172 ) 3.12 RSUs vested (452,087 ) 3.30 Nonvested RSUs at December 31, 2019 1,973,725 $ 1.49 Nonvested RSUs at January 1, 2020 1,973,725 $ 1.49 RSUs granted 689,000 1.09 RSUs forfeited (534,052 ) 2.49 RSUs vested (408,941 ) 1.67 Nonvested RSUs at December 31, 2020 1,719,732 $ 1.36 As of December 31, 2020, the Company had $0.1 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 0.63 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 18. Leases According to ASC 842 Leases (Topic 842), term. Operating lease Right-of-Use ("ROU") assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The operating lease ROU assets represent the lease liability, plus any lease payments made at or before the commencement date, less any lease incentives received. Our real estate leases, which are comprised primarily of office spaces, represent most of our remaining lease liability. Most of our lease payments are fixed, although an immaterial portion of payments are variable in nature. Variable lease payments vary based on changes in facts and circumstances related to the use of the ROU and are recorded as incurred. We use an incremental borrowing rate based on rates available at commencement in determining the present value of future payments. Lease abandonment As discussed in Note 6, as of December 31, 2019, management decided to cease-use, abandoned, a portion of several operating lease right of use lease assets in long idled space in our Sykesville office and in DP Engineering’s Fort Worth office. This was decided as part of on the on-going international restructuring plans to right size the organization. Management took steps to ensure the abandoned space was separated from the remaining in use space, end access of all employees to the abandoned sections, and remove any remaining office furniture assets. We applied the abandonment guidance in ASC 360-10-35. We believe “abandonment” means ceasing to use the underlying asset and lacking either the intent or the ability to sublease the underlying asset. Accordingly, lease abandonment restructuring charges incurred relating to the right of use assets for the year ended December 31, 2019 totaled $1.5 million. We have lease agreements with lease and non-lease components, which are accounted for as a single lease. We apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Lease contracts are evaluated at inception to determine whether they contain a lease and whether we obtain the right to control an identified asset. The following table summarizes the classification of operating ROU assets and lease liabilities on the consolidated balance sheets ( in thousands Operating Leases Classification December 31, 2020 December 31, 2019 Leased Assets Operating lease - right of use assets Long term assets $ 1,562 $ 2,215 Lease Liabilities Operating lease liabilities - Current Other current liabilities 1,138 1,153 Operating lease liabilities Long term liabilities 1,831 3,000 $ 2,969 $ 4,153 During September 2020, we notified the landlord of our consolidated subsidiary Absolute’s home office of our decision not to renew the lease. The Company executed a sublease agreement with a tenant to rent out 3,650 square feet from the lease at its Sykesville office on May 1, 2019. This agreement is in addition to the 3,822 of square feet previously subleased, which was entered into on April 1, 2017. The sublease does not relieve the Company of its primary lease obligation. The lessor agreements are both considered operating leases, maintaining the historical classification of the underlying lease. The Company does not recognize any underlying assets for the subleases as a lessor of operating leases. The net amount received from the sublease is recorded within selling, general and administrative expenses. The table below summarizes the lease income and expenses recorded in the consolidated statements of operations incurred year to date ended December 31, 2020 , ( in thousands Lease Cost Classification Twelve months ended December 31, 2020 Operating lease cost (1) Selling, general and administrative expenses $ 780 Short-term leases costs (2) Selling, general and administrative expenses 36 Sublease income (3) Selling, general and administrative expenses (129 ) Net lease cost $ 687 (1) (2) (3) 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, 2020 are as follows: (in thousands) Gross Future Minimum Lease Payments 2021 $ 1,260 2022 1,166 2023 631 2024 116 2025 3 Thereafter - Total $ 3,176 Less: Interest 207 Present value of lease payments $ 2,969 The Company has calculated the weighted-average remaining lease term, presented in years below, and the weighted-average discount rate for our operating leases. As noted in our lease accounting policy, the Company uses the incremental borrowing rate as the lease discount rate: Lease Term and Discount Rate Twelve months ended December 31, 2020 Weighted-average remaining lease term (years) Operating leases 2.64 Weighted-average discount rate Operating leases 5.00% The table below sets out the classification of lease payments in the consolidated statements of cash flows. There was no right-of-use assets obtained in exchange for operating lease liabilities represent new operating leases obtained through our business combination during the year to date ended December 31, 2020: (in thousands) Twelve months ended December 31, Cash paid for amounts included in measurement of liabilities 2020 2019 Cash paid for amounts included in measurement of liabilities $ 1,314 $ 1,275 Right-of-use assets obtained in exchange for new operating lease liabilities $ - $ 1,777 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2020 | |
Employee Benefits [Abstract] | |
Employee Benefits | 19. 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 $260 thousand and $290 thousand for the years ended December 31, 2020 and 2019, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Information [Abstract] | |
Segment Information | 20. 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 through our Performance, True North consulting, and DP Engineering subsidiaries. Example training applications include turnkey and custom training services. Contract terms are typically less than two years. On February 15, 2019, through our wholly-owned subsidiary GSE Performance Solutions, Inc., the Company entered into the DP Engineering Purchase Agreement, to purchase 100% of the membership interests in DP Engineering. 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. For reporting purposes, DP Engineering is included in our Performance segment due to similarities in services provided including engineering solutions and implementation of design modifications to the nuclear power sector. 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. 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, 2020 2019 Revenue: Performance Improvement Solutions $ 32,790 $ 45,776 Nuclear Industry Training and Consulting 24,830 37,199 Total revenue $ 57,620 $ 82,975 Operating loss Performance Improvement Solutions $ (2,683 ) $ (205 ) Nuclear Industry Training and Consulting (2,076 ) (1,617 ) Litigation (477 ) - Loss on impairment (4,302 ) (5,597 ) Operating loss $ (9,538 ) $ (7,419 ) Interest expense (623 ) (988 ) Loss on derivative instruments, net (17 ) (13 ) Other (expense) income, net (4 ) 2,068 Loss before income taxes $ (10,182 ) $ (6,352 ) Additional information relating to segments is as follows: (in thousands) December 31, 2020 2019 Performance Improvement Solutions $ 25,845 $ 41,550 Nuclear Industry Training and Consulting 13,345 16,959 Total assets $ 39,190 $ 58,509 For the years ended December 31, 2020 and 2019, 89% and 90%, 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, 2020 and 2019 are as follows: (in thousands) Year ended December 31, 2020 United States Europe Asia Eliminations Consolidated Revenue $ 56,628 $ - $ 992 $ - $ 57,620 Transfers between geographic locations 465 - 31 (496 ) - Total revenue $ 57,093 $ - $ 1,023 $ (496 ) $ 57,620 Operating income (loss) $ (13,041 ) $ 3,231 $ 272 $ - $ (9,538 ) Total assets, at December 31 $ 161,672 $ 2,679 $ 3,191 $ (128,352 ) $ 39,190 (in thousands) Year ended December 31, 2019 United States Europe Asia Eliminations Consolidated Revenue $ 81,597 $ - $ 1,378 $ - $ 82,975 Transfers between geographic locations 623 - 124 (747 ) - Total revenue $ 82,220 $ - $ 1,502 $ (747 ) $ 82,975 Operating income (loss) $ (7,710 ) $ 54 $ 237 $ - $ (7,419 ) Total assets, at December 31 $ 184,115 $ 3,526 $ 2,805 $ (131,937 ) $ 58,509 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. All revenues in Asia were attributable to our Chinese subsidiary. Alternatively, revenue from customers domiciled in foreign countries were approximately 17% and 16%, of the Company’s consolidated 2020 and 2019 revenue, respectively. Revenue from foreign countries where our customers reside were all individually less than 10% of the Company's consolidated revenue during 2020 and 2019. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | 21. Supplemental Disclosure of Cash Flow Information (in thousands) Year ended December 31, 2020 2019 Cash paid for interest and income taxes: Interest $ 532 $ 989 Income taxes $ 194 $ 489 Noncash activity of financing insurance premium $ 813 $ - |
Non-consolidated Variable Inter
Non-consolidated Variable Interest Entity | 12 Months Ended |
Dec. 31, 2020 | |
Non-consolidated Variable Interest Entity [Abstract] | |
Non-consolidated Variable Interest Entity | 22. Non-consolidated Variable Interest Entity T DP-NXA was established to provide industrial services that include civil, structural, architectural, electrical, fire protection, plumbing, mechanical consulting engineering services to customers. DP-NXA sub-contracts their work to its two owners, NXA Consultants LLC ("NXA"), which owns 52% of the entity, and DP Engineering. DP Engineering and NXA contributed $48 and $52, respectively, for 48% and 52% interest in DP-NXA. DP Engineering recorded the contributed cash as an equity investment. The Company evaluated the nature of DP Engineering's investment in DP-NXA and determined that DP-NXA is a variable interest entity (“VIE”). Since the Company does not have the power to direct activities that most significantly impact DP-NXA, it cannot be DP-NXA’s primary beneficiary. Furthermore, the Company concluded that it did not hold a controlling financial interest in DP-NXA since NXA, the VIE's majority owner, makes all operational and business decisions. The Company accounts for its investment in DP-NXA using the equity method of accounting due to the fact the Company exerts significant influence with its 48% of membership interest, but does not control the financial and operating decisions. The Company's maximum exposure to any losses incurred by DP-NXA is limited to its investment. As of December 31, 2020, the Company has not made any additional contributions to DP-NXA and believes its maximum exposure to any losses incurred by DP-NXA was not material. As of December 31, 2020, the Company does not have existing guarantee with or to DP-NXA, or any third-party work contracted with it. For the year ended December 31, 2020, the carrying value of the investment in DP-NXA was zero. We do not have any investment income or loss from DP-NXA for the year ended December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 23. Commitments and Contingencies Joyce v. Absolute Consulting, Inc. On March 29, 2019, a former employee of Absolute Consulting, Inc., filed a putative class action against Absolute and the Company, Joyce v. Absolute Consulting Inc :19 cv 00868 RDB On August 17, 2020, Absolute entered into a Settlement Agreement with the plaintiffs, with a maximum settlement amount of $1.5 million, which required Court approval. On September 8, 2020, the Settlement Agreement between Absolute and the plaintiffs was ratified by the Court, and the case was dismissed, although the parties remain bound by the terms of the settlement agreement. Following Court approval, Absolute made an initial payment toward the settlement amount, including legal fees, of $625 thousand. After the passing of an opt-in notice period expired, the final cost of settling this case, including plaintiff’s attorney fees was approximately $1.4 million. Approximately $713 thousand of the settlement amount was paid out prior to December 31, 2020, with approximately $715 thousand of the remaining balance paid out in 2021. On September 29, 2020, the Company received $952 thousand from a general escrow account, originally set up as part of the Company’s purchase of Absolute during fiscal 2017. The Company presented the loss on Joyce legal settlement and the benefit from the proceeds from the release of escrow from the Absolute transaction in selling, general and administrative expenses, in the amount of $477 thousand for the year ended December 31, 2020. Per ASC 450 Accounting for Contingencies The The Company is involved in litigation in the ordinary course of business. While it is too early to determine the outcome of such matters, management does not expect the resolution of these matters to have a material impact on the Company’s financial position or results of operations. |
Contingent Consideration
Contingent Consideration | 12 Months Ended |
Dec. 31, 2020 | |
Contingent Consideration [Abstract] | |
Contingent Consideration | 24. Contingent Consideration Acquisitions may include contingent consideration payments based on future financial measures of an acquired company. Under ASC 805, Business Combinations In connection with the acquisition of DP Engineering on February 15, 2019, the Company recognized the estimated fair value of contingent consideration for $1.2 million. During the year ended December 31, 2019, as a result of the triggering event described in Note 7, an impairment test was conducted on DP Engineering's goodwill and definite-lived intangible assets and the Company determined the $1.2 million of contingent consideration recognized upon acquisition of DP Engineering has reduced to zero since the related earn-out payment is no longer expected to be paid. We have recorded this reduction as an offset to selling, general and administrative expenses in the 2019 consolidated statements of operations. There was zero contingent liability as of December 31, 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events On March 29, 2021, due to a projected violation of Q1 2021 leverage ratio, we signed the Ninth Amendment and Reaffirmation Agreement with an effective date of March 29, 2021, with our bank to waive the fixed charge coverage ratio and leverage ratio for the quarters ending March 31 and June 30, 2021, and we agreed, for each quarter hereafter, fixed charge coverage ratio shall not be less than 1.10 to 1.00. In addition, we agreed to not exceed a maximum leverage ratio and starting on September 30, 2021 as follows: (i) 3.25 to 1.00 for the period ending September 30, 2021; (ii) 3.00 to 1.00 for the period ending on December 31, 2021, (iii) 2.75 to 1.00 for the period ending March 31, 2022; (iv) 2.50 to 1.00 for the period ending June 30, 2022 and (iv) 2.00 to 1.00 for the periods ending September 30, 2022 and each December 31st, March 31st, June 30th and September 30th thereafter. We are also required to maintain a minimum of $2.5 million in aggregate USA liquidity. As part of the amendment, we agreed, at closing, (i) to make a $0.5 million pay down of RLOC; (ii) RLOC commitment to be reduced to $4.25 million; and (iii) $0.5 million of RLOC will only be available for issuance of Letters of Credit. We also agreed to pay $0.5 million to reduce RLOC to $3.75 million by June 30, 2021 and to $3.5 million by September 30, 2021. Commencing December 31, 2021 and on the last day of each quarter, we will pay $75 thousand to reduce the RLOC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation GSE Systems, Inc. is a leading provider of professional and technical engineering, staffing services, and simulation software to clients in the power and process industries. References in this report to “GSE,” the “Company,” “we” and “our” are to GSE Systems and its subsidiaries, collectively. 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 the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), 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. 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 . . 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 . Management judgments and estimates involved in the initial creation and subsequent updates to the Company’s estimates-at-completion and related profit recognized are critical for our revenue recognition associated with SDB contracts . The SDB contracts generally on the systems. The base warranty is not 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 would require 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 cloud-based, subscription-based software licenses 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 are recognized when the installation and training are 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. The transaction price for Software contracts is generally fixed, and we recognize revenue upon delivery of the software, with fees due in advance or shortly after delivery of the software. We recognize Training and Consulting Services revenue as services are performed and bill our customers for services that we have provided on a regular basis (i.e. weekly, biweekly or monthly) and in time with revenue recognition. Contract asset, which we classify as unbilled receivables, relates to performance under the contract for obligations that are satisfied but not yet billed. Contract assets are recognized as revenue as they occur. 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. |
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. |
Contract receivables, net and contract asset and liabilities | Contract receivables, net and contract asset and liabilities Contract receivables include recoverable costs and accrued profit not billed which represents revenue recognized in excess of amounts billed. Contract asset (unbilled receivables) include amounts earned in performance of services that have not been invoiced. Contract liabilities include billings in excess of revenue earned 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. |
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. |
Development expenditures | Development expenditures Development expenditures incurred to meet customer specifications under contracts are charged to cost of revenue. 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. The amounts incurred for Company sponsored development activities relating to the development of new products and services or the improvement of existing products and services, were approximately $1.0 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively. Of these amounts, the Company capitalized approximately $0.3 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively. |
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 years to ten years. Leasehold improvements are amortized over the term 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. Significant changes in the sales projections could result in an impairment with respect to the capitalized software that is reported on the Company’s consolidated balance sheets. |
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. The Company’s intangible assets impairment analysis includes the use of undiscounted and discounted cash flow models that requires management to make assumptions regarding estimates of revenue growth rates and operating margins used to calculate projected future cash flows. 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 asset, 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. We review 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. We test 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. We have determined that we have two reporting units, which are the same as our two operating segments: (i) Performance Improvement Solutions ("Performance") and (ii) Nuclear Industry Training and Consulting ("NITC"). 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 Accounting Standards Update ("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 impairment testing. 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. Additionally, Simplifying the Test for Goodwill Impairment On February 15, 2019, we acquired DP Engineering and preliminarily recorded goodwill and identified intangible assets as part of the acquisition. On February 23, 2019, an unexpected event occurred at one of DP Engineering's significant customers and all pending work for that customer was terminated as a result of a root cause analysis on February 28, 2019. On May 10, 2019, the Company determined that a material impairment had occurred, requiring an assessment for impairment to be completed related to $5.6 million of goodwill recorded in the acquisition. (See Note 7). During the first quarter of fiscal 2020, We determined that the impact of the COVID-19 pandemic on its operations was an indicator of a triggering event that could result in potential impairment of goodwill. As such we performed a Step 1 goodwill analysis whereby we compared the fair value of each reporting unit to its respective carrying value, Based upon this analysis, we determined the fair value of goodwill at the reporting unit levels exceeded the carrying value and thus there was no impairment as of the period ended March 31, 2020. The Step 1 analysis was updated as of December 31, 2020 for our annual impairment test, and did not identify any impairment of goodwill as of such date. In addition, we make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. As of December 31, 2019 Our goodwill impairment analysis includes the use of a discounted cash flow model that requires management to make assumptions regarding estimates of revenue growth rates and operating margins used to calculate projected future cash flows, and risk-adjusted discount rates. |
Foreign currency translation | Foreign currency translation The United States Dollar (USD) is the functional currency of GSE and subsidiaries operating in the United States. 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 the foreign currency realized gain (loss) account in the consolidated statements of operations. |
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 50% 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 Stock-based compensation expense is based on the grant-date fair value estimated in accordance with the provisions of ASC 718, Compensation-Stock Compensation |
Significant customers and concentration of credit risk | Significant customers and concentration of credit risk For the year ended December 31, 2020, we have a concentration of revenue from one individual customer, which accounted for 14.1% of our consolidated revenue. For the year ended December 31, 2019, we had a concentration of revenue from one customer, which accounted for 27.8% of our consolidated revenue. This customer is part of both Performance and NITC segments. No other individual customer accounted for more than 10% of our consolidated revenue in 2020 or 2019. As of December 31, 2020, we have no customer that accounted over 10% of the Company’s consolidated contract receivables. As of December 31, 2019, the Company had two customers that accounted for 12.6% and 10.3% 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 Occasionally, 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. We do not have such derivative instruments as of December 31, 2020. |
Going Concern | Going Concern In 2019, our operating results were negatively impacted by the loss of a major customer in our DP Engineering subsidiary. In 2020, we had several projects delayed and new orders postponed because of the COVID-19 pandemic. The COVID-19 macroeconomic environment is considered fluid and although recovery is anticipated to steadily occur over the next 12 months, a further decline will stress our ability to meet covenant requirements. Further continuance of delays in commencing work on outstanding orders or a continued loss of orders, further disruption of our business because of worker illness or mandated shutdowns may also exacerbate the situation. Jurisdictions where our businesses operate across the country are pushing toward re-opening places of business and government support, through the American Rescue Plan Act of 2021, will continue support the broad economy on that path. However, the timing of these elements taking place are not predictable and may not serve to mitigate our situation or improve our specific company’s health. We signed the Ninth Amendment and Reaffirmation Agreement (the “Nineth Amendment”) with our bank on March 29, 2021 to waive the fixed charge coverage ratio and leverage ratio for the quarters ending March 31 and June 30, 2021, and to adjust the thresholds for future covenants to ease the risk of non-compliance experienced in previous quarters (See Note 25). However, our new covenant compliance is dependent on meeting future projections, which are subject to the variability and unknown speed and extent of post-COVID-19 recovery. The Company also maintains options to compensate for a further decline in operations to bolster cash positions by raising capital through its access to the public markets or entering alternative finance arrangements afforded to it through established financial relationships. Impact to net income could be mitigated through one or many of the various cost cutting measures at its disposal, directed at compensation, vendor augmentation or delay of investment initiatives in its corporate office. These actions and options, which are further supported by positively trending macroeconomic conditions, and the potential to see recovering business and orders ease the risk to the bank covenants experienced in previous quarters . However, when considering the unpredictability of the above, there continues to be substantial doubt the Company will continue as a going concern over the next twelve months |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Recent Accounting Policies [Abstract] | |
Accounting pronouncements recently adopted | Accounting pronouncements recently adopted In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, Simplifying the Test for Goodwill Impairment |
Accounting pronouncements not yet adopted | Accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities, Investments – Equity Method and Joint Ventures, and Derivatives and Hedging In September 2020, the FASB issued ASU 2020-10, Codification Improvements Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings per Share [Abstract] | |
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, 2020 2019 Numerator: Net (loss) income attributed to common stockholders $ (10,537 ) $ (12,085 ) Denominator: Weighted-average shares outstanding for basic earnings per share 20,439,157 20,062,021 Effect of dilutive securities: Employee stock options and warrants - - Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 20,439,157 20,062,021 Shares related to dilutive securities excluded because inclusion would be anti-dilutive - 314,234 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 and 2019, along with the reportable segment for each category: ( in thousands Twelve Months Ended December 31, 2020 2019 Performance Improvement Solutions segment System Design and Build $ 11,197 $ 19,573 Point in time 316 299 Over time 10,881 19,274 Software 3,873 2,883 Point in time 1,411 386 Over time 2,462 2,497 Training and Consulting Services 17,720 23,320 Point in time 110 68 Over time 17,610 23,252 Nuclear Industry Training and Consulting segment Training and Consulting Services 24,830 37,199 Point in time 21 63 Over time 24,809 37,136 Total revenue $ 57,620 $ 82,975 |
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, 2020 December 31, 2019 Billings in excess of revenue earned (BIE) $ 5,285 $ 7,613 Revenue recognized in the period from amounts included in BIE at the beginning of the period $ 6,691 9,089 |
Restructuring Expenses (Tables)
Restructuring Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring Expenses [Abstract] | |
Abandoned Square Footage and Right Out use Asset | The following table shows the abandoned square footage and right out use asset details: Sykesville DP Engineering Total Square Ft in use December 1, 2019 36,549 19,871 56,420 Square Ft in use December 31, 2019 14,636 9,936 24,572 Abandoned Square Ft 21,913 9,936 31,849 (in thousands) Pre-Abandonment ROU Balance $ 1,474 $ 1,291 $ 2,765 Post-Abandonment Balance 590 646 1,236 Abandonment ROU 884 646 1,529 |
Restructuring Costs | The following table shows the total restructuring costs: Total 2020 Restructuring Costs Total 2019 Restructuring Costs Restructuring Costs Lease termination costs $ - $ 1,625 International restructuring 1,119 106 Employee termination benefits 178 747 Total $ 1,297 $ 2,478 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following table shows the gross carrying amount and accumulated amortization of definite-lived intangible assets: (in thousands) As of December 31, 2020 Gross Carrying Amount Accumulated Amortization Impact of Impairment Net Amortized intangible assets Customer relationships $ 11,730 $ (5,504 ) $ (3,102 ) $ 3,124 Trade names 2,467 (1,020 ) (778 ) 669 Developed technology 471 (471 ) - - Non-contractual customer relationships 433 (433 ) - - Noncompete agreement 949 (336 ) (422 ) 191 Alliance agreement 527 (277 ) - 250 Others 167 (167 ) - - Total $ 16,744 $ (8,208 ) $ (4,302 ) $ 4,234 (in thousands) As of December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets Customer relationships $ 11,730 $ (4,079 ) $ 7,651 Trade names 2,467 (727 ) 1,740 Developed technology 471 (471 ) - Non-contractual customer relationships 433 (433 ) - Noncompete agreement 949 (217 ) 732 Alliance agreement 527 (171 ) 356 Others 167 (167 ) - Total $ 16,744 $ (6,265 ) $ 10,479 |
Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense related to definite-lived intangible assets totaled 1.9 million and $2.4 million for the years ended December 31, 2020 and 2019, 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: 2021 $ 1,213 2022 911 2023 640 2024 435 Thereafter 1,035 $ 4,234 |
Net Carrying Amount of Goodwill | The change in the net carrying amount of goodwill from January 1, 2019 through December 31, 2019 is noted below, there were no changes in goodwill during 2020: (in thousands) Performance Improvement Solutions Nuclear Industry Training and Consulting Total Net book value at January 1, 2019 $ 4,739 $ 8,431 $ 13,170 Acquisition 5,766 - 5,766 Dispositions - - - Goodwill impairment loss (5,597 ) - (5,597 ) Net book value at December 31, 2019 $ 4,908 $ 8,431 $ 13,339 |
Contract Receivables (Tables)
Contract Receivables (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Billed receivables $ 5,694 $ 11,041 Unbilled receivables 5,160 6,624 Allowance for doubtful accounts (360 ) (458 ) Total contract receivables, net $ 10,494 $ 17,207 |
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, 2020 2019 Beginning balance $ 458 $ 427 Current year provision 103 31 Current year write-offs (201 ) - Ending balance $ 360 $ 458 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Income tax receivable $ 136 $ 237 Prepaid expenses 883 861 Other current assets 535 782 Total $ 1,554 $ 1,880 |
Equipment, Software, and Leas_2
Equipment, Software, and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Computer and equipment $ 2,229 $ 2,266 Software 1,695 1,693 Leasehold improvements 660 664 Furniture and fixtures 848 900 5,432 5,523 Accumulated depreciation (4,816 ) (4,584 ) Equipment, software and leasehold improvements, net $ 616 $ 939 |
Product Warranty (Tables)
Product Warranty (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Warranty [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, 2020 2019 Beginning balance $ 1,323 $ 1,621 Current year provision (205 ) (133 ) Current year claims (203 ) (164 ) Currency adjustment 7 (1 ) Ending balance $ 922 $ 1,323 |
Activity in Warranty Accounts | The current and non-current warranty balance is as follows: December 31, 2020 2019 Current $ 665 $ 921 Non-current 257 402 Total Warranty $ 922 $ 1,323 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value of Financial Instruments [Abstract] | |
Assets and Liabilities Measured at Fair Value | The following table presents assets measured at fair value at December 31, 2020: 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 $ 435 $ - $ - $ 435 Total assets $ 435 $ - $ - $ 435 The following table presents assets and liabilities measured at fair value at December 31, 2019: 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 $ 434 $ - $ - $ 434 Foreign exchange contracts - 49 - 49 Total assets $ 434 $ 49 $ - $ 483 Liability awards $ - $ (9 ) $ - $ (9 ) Interest rate swap contract - (160 ) - (160 ) Total liabilities $ - $ (169 ) $ - $ (169 ) |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments [Abstract] | |
Net Gain (Loss) on Derivative Instruments | For the years ended December 31, 2020 and 2019, the Company recognized a net (loss) gain on its derivative instruments as outlined below: Years ended December 31, (in thousands) 2020 2019 Foreign exchange contracts- change in fair value $ 17 $ 6 Interest rate swap - change in fair value (49 ) (57 ) Remeasurement of related contract receivables and billings in excess of revenue earned 15 38 $ (17 ) $ (13 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Domestic $ (13,834 ) $ (6,671 ) Foreign 3,652 319 Total $ (10,182 ) $ (6,352 ) |
Provision (Benefit) For Income Taxes | The provision (benefit) for income taxes is as follows: (in thousands) Years ended December 31, 2020 2019 Current: Federal $ 3 $ (30 ) State 67 60 Foreign 285 354 Subtotal 355 384 Deferred: Federal - 4,686 State - 663 Foreign - - Subtotal - 5,349 Total $ 355 $ 5,733 |
Effective Income Tax Rate Reconciliation | The effective income tax rate for the years ended December 31, 2020 and 2019 differed from the statutory federal income tax rate as presented below: Effective Tax Rate percentage (%) Years ended December 31, 2020 2019 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 3.7 % (12.1 )% Effect of foreign operations (0.9 )% (0.3 )% Effect of foreign restructuring (6.7 )% 0.0 % Change in valuation allowance (15.6 )% (93.1 )% Meals and Entertainment (0.4 )% (1.4 )% Stock based compensation (2.2 )% (1.4 )% GILTI Inclusion (0.2 )% 0.0 % Other permanent differences 0.0 % (0.6 )% Uncertain Tax Positions (2.5 )% 0.9 % Prior year reconciling items 0.3 % (3.3 )% Effective tax rate (3.5 )% (90.3 )% |
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, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 5,406 $ 4,396 Accruals 387 247 Reserves 309 408 Alternative minimum tax credit carryforwards 69 126 Stock-based compensation expense 251 539 Intangible assets 2,362 1,021 Goodwill 995 1,037 Operating lease liability 747 998 Other 271 464 Total deferred tax asset 10,797 9,236 Valuation allowance (9,165 ) (7,576 ) Total deferred tax asset less valuation allowance 1,632 1,660 Deferred tax liabilities: Software development costs (164 ) (161 ) Fixed assets (22 ) (7 ) Intangible assets - (22 ) Indefinite-lived intangibles (967 ) (728 ) Operating lease - right of use asset (379 ) (510 ) Other (100 ) (175 ) Total deferred tax liability (1,632 ) (1,603 ) Net deferred tax asset $ - $ 57 |
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 UK U.S. (in thousands) Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Total Balance, January 1, 2019 $ 204 $ 285 $ 82 $ 72 $ 461 $ 111 $ - $ - $ 996 $ 4 $ 2,215 Increases - 33 - - 93 67 - - - 2 195 Decreases 3 - 4 12 - - - - 203 - 222 Balance, December 31, 2019 $ 201 $ 318 $ 78 $ 60 $ 554 $ 178 $ - $ - $ 793 $ 6 $ 2,188 Increases 13 60 - - 128 96 45 21 - 3 366 Decreases - - 64 50 - - - - - - 114 Balance, December 31, 2020 $ 214 $ 378 $ 14 $ 10 $ 682 $ 274 $ 45 $ 21 $ 793 $ 9 $ 2,440 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock-Based Compensation [Abstract] | |
Stock Option Activity | Information with respect to stock option activity as of and for the year ended December 31, 2020 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, 2020 5,000 $ 1.65 Options expired (5,000 ) - Options outstanding at December 31, 2020 - - $ - - Options exercisable at December 31, 2020 - $ - $ - - Information with respect to stock option activity as of and for the year ended December 31, 2019 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, 2019 55,000 $ 1.87 Options exercised (50,000 ) 1.89 Options outstanding at December 31, 2019 5,000 1.65 $ - 0.87 Options exercisable at December 31, 2019 5,000 $ - $ - - |
Restricted Stock Units | During the years ended December 31, 2020 and 2019, 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 year and five years. The following table summarizes the information about vested and unvested restricted stock units for the years ended December 31, 2020 and 2019. Number of Shares Weighted Average Fair Value Nonvested RSUs at January 1, 2019 1,571,525 $ 1.96 RSUs granted 918,459 2.56 RSUs forfeited (64,172 ) 3.12 RSUs vested (452,087 ) 3.30 Nonvested RSUs at December 31, 2019 1,973,725 $ 1.49 Nonvested RSUs at January 1, 2020 1,973,725 $ 1.49 RSUs granted 689,000 1.09 RSUs forfeited (534,052 ) 2.49 RSUs vested (408,941 ) 1.67 Nonvested RSUs at December 31, 2020 1,719,732 $ 1.36 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Classification of Operating ROU Assets and Lease Liabilities on the Balance Sheet | The following table summarizes the classification of operating ROU assets and lease liabilities on the consolidated balance sheets ( in thousands Operating Leases Classification December 31, 2020 December 31, 2019 Leased Assets Operating lease - right of use assets Long term assets $ 1,562 $ 2,215 Lease Liabilities Operating lease liabilities - Current Other current liabilities 1,138 1,153 Operating lease liabilities Long term liabilities 1,831 3,000 $ 2,969 $ 4,153 During September 2020, we notified the landlord of our consolidated subsidiary Absolute’s home office of our decision not to renew the lease. |
Lease Income and Expenses | The table below summarizes the lease income and expenses recorded in the consolidated statements of operations incurred year to date ended December 31, 2020 , ( in thousands Lease Cost Classification Twelve months ended December 31, 2020 Operating lease cost (1) Selling, general and administrative expenses $ 780 Short-term leases costs (2) Selling, general and administrative expenses 36 Sublease income (3) Selling, general and administrative expenses (129 ) Net lease cost $ 687 (1) (2) (3) |
Future Minimum Lease Payments | 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, 2020 are as follows: (in thousands) Gross Future Minimum Lease Payments 2021 $ 1,260 2022 1,166 2023 631 2024 116 2025 3 Thereafter - Total $ 3,176 Less: Interest 207 Present value of lease payments $ 2,969 |
Operating Lease Weighted Average Remaining Lease Term And Discount Rate | The Company has calculated the weighted-average remaining lease term, presented in years below, and the weighted-average discount rate for our operating leases. As noted in our lease accounting policy, the Company uses the incremental borrowing rate as the lease discount rate: Lease Term and Discount Rate Twelve months ended December 31, 2020 Weighted-average remaining lease term (years) Operating leases 2.64 Weighted-average discount rate Operating leases 5.00% The table below sets out the classification of lease payments in the consolidated statements of cash flows. There was no right-of-use assets obtained in exchange for operating lease liabilities represent new operating leases obtained through our business combination during the year to date ended December 31, 2020: (in thousands) Twelve months ended December 31, Cash paid for amounts included in measurement of liabilities 2020 2019 Cash paid for amounts included in measurement of liabilities $ 1,314 $ 1,275 Right-of-use assets obtained in exchange for new operating lease liabilities $ - $ 1,777 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Revenue: Performance Improvement Solutions $ 32,790 $ 45,776 Nuclear Industry Training and Consulting 24,830 37,199 Total revenue $ 57,620 $ 82,975 Operating loss Performance Improvement Solutions $ (2,683 ) $ (205 ) Nuclear Industry Training and Consulting (2,076 ) (1,617 ) Litigation (477 ) - Loss on impairment (4,302 ) (5,597 ) Operating loss $ (9,538 ) $ (7,419 ) Interest expense (623 ) (988 ) Loss on derivative instruments, net (17 ) (13 ) Other (expense) income, net (4 ) 2,068 Loss before income taxes $ (10,182 ) $ (6,352 ) |
Reconciliation of Assets from Segment to Consolidated | Additional information relating to segments is as follows: (in thousands) December 31, 2020 2019 Performance Improvement Solutions $ 25,845 $ 41,550 Nuclear Industry Training and Consulting 13,345 16,959 Total assets $ 39,190 $ 58,509 |
Segment Reporting Information, by Segment | For the years ended December 31, 2020 and 2019, 89% and 90%, 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, 2020 and 2019 are as follows: (in thousands) Year ended December 31, 2020 United States Europe Asia Eliminations Consolidated Revenue $ 56,628 $ - $ 992 $ - $ 57,620 Transfers between geographic locations 465 - 31 (496 ) - Total revenue $ 57,093 $ - $ 1,023 $ (496 ) $ 57,620 Operating income (loss) $ (13,041 ) $ 3,231 $ 272 $ - $ (9,538 ) Total assets, at December 31 $ 161,672 $ 2,679 $ 3,191 $ (128,352 ) $ 39,190 (in thousands) Year ended December 31, 2019 United States Europe Asia Eliminations Consolidated Revenue $ 81,597 $ - $ 1,378 $ - $ 82,975 Transfers between geographic locations 623 - 124 (747 ) - Total revenue $ 82,220 $ - $ 1,502 $ (747 ) $ 82,975 Operating income (loss) $ (7,710 ) $ 54 $ 237 $ - $ (7,419 ) Total assets, at December 31 $ 184,115 $ 3,526 $ 2,805 $ (131,937 ) $ 58,509 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | (in thousands) Year ended December 31, 2020 2019 Cash paid for interest and income taxes: Interest $ 532 $ 989 Income taxes $ 194 $ 489 Noncash activity of financing insurance premium $ 813 $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Development Expenditures [Abstract] | |||
Development expenditures | $ 1,000 | $ 1,100 | |
Capitalized software development costs | $ 300 | 400 | |
Software Development Costs [Abstract] | |||
Software development costs useful life | 3 years | ||
Business Combination, Goodwill [Abstract] | |||
Loss on impairment | $ 4,300 | $ 4,302 | 5,597 |
Number of operating segments | Segment | 2 | ||
Goodwill acquired | 5,766 | ||
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 | ||
DP Engineering Ltd, CO. [Member] | |||
Business Combination, Goodwill [Abstract] | |||
Goodwill acquired | $ 5,600 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Concentration of Credit Risk (Details) - Customer Concentration Risk [Member] - Customer | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage contributed by major customers | 14.10% | 27.80% |
Number of major customers | 1 | 1 |
Contract Receivables [Member] | ||
Revenue by major customers [Abstract] | ||
Number of major customers | 2 | |
Contract Receivables [Member] | Customer One [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage contributed by major customers | 12.60% | |
Contract Receivables [Member] | Customer Two [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage contributed by major customers | 10.30% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies, Going Concern (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Going Concerns [Abstract] | |
Loan repayment | $ 18.5 |
Working capital deficit | (2.7) |
Paycheck Protection Program [Member] | |
Going Concerns [Abstract] | |
Working capital deficit | $ (5) |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator [Abstract] | ||
Net (loss) income attributed to common stockholders | $ (10,537) | $ (12,085) |
Denominator [Abstract] | ||
Weighted-average shares outstanding for basic earnings per share (in shares) | 20,439,157 | 20,062,021 |
Effect of dilutive securities [Abstract] | ||
Employee stock options and warrants | 0 | 0 |
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share (in shares) | 20,439,157 | 20,062,021 |
Shares related to dilutive securities excluded from calculation because inclusion would be anti-dilutive (in shares) | 0 | 314,234 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 23, 2020 | Dec. 31, 2019 | |
Debt Instruments [Abstract] | |||
Long-term debt, current | $ 0 | $ 18,481 | |
Paycheck Protection Program [Member] | |||
Debt Instruments [Abstract] | |||
Maturity date | Apr. 24, 2022 | ||
Amount received from Paycheck Protection Program | $ 10,000 | ||
Interest rate | 1.00% | 1.00% | |
Percentage of principal amount of loan guaranteed | 100.00% | 100.00% | |
Accrued interest | $ 69 | ||
Long-term debt, current | 5,000 | ||
Long-term debt | 5,000 | ||
Interest expense | $ 69 |
Revenue (Details)
Revenue (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)Stream | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 57,620,000 | $ 82,975,000 |
Number of broad revenue streams | Stream | 3 | |
Contract with Customer, Asset and Liability [Abstract] | ||
Billings in excess of revenue earned (BIE) | $ 5,285,000 | 7,613,000 |
Revenue recognized in the period from amounts included in Billings-in-Excess of Revenue Earned at the beginning of the period | 6,691,000 | 9,089,000 |
Amount of revenue recognized related to performance obligations satisfied in previous periods | 300,000 | |
Revenue, Performance Obligation [Abstract] | ||
Remaining performance obligation | $ 22,123,641 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-12-31 | ||
Revenue, Performance Obligation [Abstract] | ||
Expected period to recognize revenue as performance obligations are satisfied | 12 months | |
Performance Improvement Solutions [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 32,790,000 | 45,776,000 |
Performance Improvement Solutions [Member] | System Design and Build [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 11,197,000 | 19,573,000 |
Performance Improvement Solutions [Member] | System Design and Build [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 316,000 | 299,000 |
Performance Improvement Solutions [Member] | System Design and Build [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 10,881,000 | 19,274,000 |
Performance Improvement Solutions [Member] | Software [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 3,873,000 | 2,883,000 |
Performance Improvement Solutions [Member] | Software [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 1,411,000 | 386,000 |
Performance Improvement Solutions [Member] | Software [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 2,462,000 | 2,497,000 |
Performance Improvement Solutions [Member] | Training and Consulting Services [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 17,720,000 | 23,320,000 |
Performance Improvement Solutions [Member] | Training and Consulting Services [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 110,000 | 68,000 |
Performance Improvement Solutions [Member] | Training and Consulting Services [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 17,610,000 | 23,252,000 |
Nuclear Industry Training and Consulting [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 24,830,000 | 37,199,000 |
Nuclear Industry Training and Consulting [Member] | Training and Consulting Services [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 24,830,000 | 37,199,000 |
Nuclear Industry Training and Consulting [Member] | Training and Consulting Services [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 21,000 | 63,000 |
Nuclear Industry Training and Consulting [Member] | Training and Consulting Services [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 24,809,000 | $ 37,136,000 |
Restructuring Expenses (Details
Restructuring Expenses (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)ft²Position | Dec. 31, 2019USD ($)EngineerOffice | Dec. 01, 2019ft² | |
Restructuring Cost and Reserve [Line Items] | ||||
Lease abandonment restructuring charges | $ 1,500 | |||
Abandoned Square Footage and Right Out Use Asset [Abstract] | ||||
Square Ft in use | ft² | 24,572 | 56,420 | ||
Abandoned Square Ft | ft² | 31,849 | |||
Pre-Abandonment ROU Balance | $ 2,765 | |||
Post-Abandonment Balance | 1,236 | |||
Abandonment ROU Balance | 1,529 | |||
Restructuring charges | 1,297 | 2,478 | ||
Restructuring Costs [Abstract] | ||||
Restructuring costs | $ 1,297 | 2,478 | ||
Sykesville [Member] | ||||
Abandoned Square Footage and Right Out Use Asset [Abstract] | ||||
Square Ft in use | ft² | 14,636 | 36,549 | ||
Abandoned Square Ft | ft² | 21,913 | |||
Pre-Abandonment ROU Balance | $ 1,474 | |||
Post-Abandonment Balance | 590 | |||
Abandonment ROU Balance | $ 884 | |||
DP Engineering Ltd, Co. [Member] | ||||
Abandoned Square Footage and Right Out Use Asset [Abstract] | ||||
Square Ft in use | ft² | 9,936 | 19,871 | ||
Abandoned Square Ft | ft² | 9,936 | |||
Pre-Abandonment ROU Balance | $ 1,291 | |||
Post-Abandonment Balance | 646 | |||
Abandonment ROU Balance | 646 | |||
Lease Abandonment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Lease abandonment restructuring charges | 0 | 1,500 | ||
Lease Termination Costs [Member] | ||||
Restructuring Costs [Abstract] | ||||
Restructuring costs | $ 0 | $ 1,625 | ||
International Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected number of positions eliminated | Position | 40 | |||
Total Restructuring charges | $ 3,100 | |||
Cumulative translation adjustment | 1,200 | |||
Tax benefit | 800 | |||
Reduction in workforce | Engineer | 12 | |||
Number of offices leases terminated | Office | 1 | |||
Abandoned Square Footage and Right Out Use Asset [Abstract] | ||||
Restructuring charges | 1,000 | $ 100 | ||
Restructuring Costs [Abstract] | ||||
Restructuring costs | 1,119 | 106 | ||
International Restructuring [Member] | DP Engineering Ltd, Co. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Early termination fees related to lease | $ 300 | |||
Restructuring Costs [Abstract] | ||||
Restructuring costs | 200 | 700 | ||
Employee Termination Benefits [Member] | ||||
Restructuring Costs [Abstract] | ||||
Restructuring costs | $ 178 | $ 747 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets [Abstract] | |||
Number of operating segments | Segment | 2 | ||
Goodwill [Roll Forward] | |||
Net book value at January 1, 2019 | $ 13,339 | $ 13,339 | $ 13,170 |
Acquisition | 5,766 | ||
Dispositions | 0 | ||
Goodwill impairment loss | (5,597) | ||
Net book value, ending balance | 13,339 | 13,339 | |
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 16,744 | 16,744 | |
Accumulated amortization | (8,208) | (6,265) | |
Impact of Impairment | (4,300) | (4,302) | (5,597) |
Total | 4,234 | 10,479 | |
Impairment of Intangible Assets, Finite-lived | 4,300 | 4,302 | 5,597 |
Amortization of intangible assets | 1,943 | 2,400 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2020 | 1,213 | ||
2021 | 911 | ||
2022 | 640 | ||
2023 | 435 | ||
Thereafter | 1,035 | ||
Total | 4,234 | 10,479 | |
Customer Relationships [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 11,730 | 11,730 | |
Accumulated amortization | (5,504) | (4,079) | |
Impact of Impairment | (3,102) | ||
Total | 3,124 | 7,651 | |
Impairment of Intangible Assets, Finite-lived | 3,102 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 3,124 | 7,651 | |
Trade Names [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 2,467 | 2,467 | |
Accumulated amortization | (1,020) | (727) | |
Impact of Impairment | (778) | ||
Total | 669 | 1,740 | |
Impairment of Intangible Assets, Finite-lived | 778 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 669 | 1,740 | |
Developed Technology [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 471 | 471 | |
Accumulated amortization | (471) | (471) | |
Impact of Impairment | 0 | ||
Total | 0 | 0 | |
Impairment of Intangible Assets, Finite-lived | 0 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 0 | 0 | |
Non Contractual Customer Relationships [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 433 | 433 | |
Accumulated amortization | (433) | (433) | |
Impact of Impairment | 0 | ||
Total | 0 | 0 | |
Impairment of Intangible Assets, Finite-lived | 0 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 0 | 0 | |
Noncompete Agreement [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 949 | 949 | |
Accumulated amortization | (336) | (217) | |
Impact of Impairment | (422) | ||
Total | 191 | 732 | |
Impairment of Intangible Assets, Finite-lived | 422 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 191 | 732 | |
Alliance Agreement [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 527 | 527 | |
Accumulated amortization | (277) | (171) | |
Impact of Impairment | 0 | ||
Total | 250 | 356 | |
Impairment of Intangible Assets, Finite-lived | 0 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 250 | 356 | |
Others [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 167 | 167 | |
Accumulated amortization | (167) | (167) | |
Impact of Impairment | 0 | ||
Total | 0 | 0 | |
Impairment of Intangible Assets, Finite-lived | 0 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 0 | 0 | |
Performance Improvement Solutions [Member] | |||
Goodwill [Roll Forward] | |||
Net book value at January 1, 2019 | 4,908 | 4,908 | 4,739 |
Acquisition | 5,766 | ||
Dispositions | 0 | ||
Goodwill impairment loss | (5,597) | ||
Net book value, ending balance | 4,908 | ||
Nuclear Industry Training and Consulting [Member] | |||
Goodwill [Roll Forward] | |||
Net book value at January 1, 2019 | $ 8,431 | 8,431 | 8,431 |
Acquisition | 0 | ||
Dispositions | 0 | ||
Goodwill impairment loss | 0 | ||
Net book value, ending balance | 8,431 | ||
DP Engineering Ltd, CO. [Member] | |||
Goodwill [Roll Forward] | |||
Acquisition | $ 5,600 | ||
Amortized Intangible Assets [Abstract] | |||
Definite-lived Intangible assets acquired | $ 6,798 | ||
DP Engineering Ltd, CO. [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Amortization term of intangible assets acquired | 5 years | ||
DP Engineering Ltd, CO. [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Amortization term of intangible assets acquired | 15 years |
Contract Receivables (Details)
Contract Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract Receivables [Abstract] | ||||
Maximum term of contract receivables | 12 months | |||
Components of contract receivables [Abstract] | ||||
Billed receivables | $ 5,694 | $ 11,041 | ||
Unbilled receivables | 5,160 | 6,624 | ||
Allowance for doubtful accounts | $ (360) | $ (427) | (360) | (458) |
Total contract receivables, net | $ 10,494 | $ 17,207 | ||
Subsequent Billing | 3,700 | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | 458 | 427 | ||
Bad debt expense | 103 | 31 | ||
Current year write-offs | (201) | 0 | ||
Ending balance | $ 360 | $ 458 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Income tax receivable | $ 136 | $ 237 |
Prepaid expenses | 883 | 861 |
Other current assets | 535 | 782 |
Total prepaid expenses and other current assets | $ 1,554 | $ 1,880 |
Equipment, Software, and Leas_3
Equipment, Software, and Leasehold Improvements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | $ 5,432 | $ 5,523 |
Accumulated depreciation | (4,816) | (4,584) |
Equipment, software and leasehold improvements, net of accumulated depreciation of $4,737 and $4,584 | 616 | 939 |
Depreciation | 330 | 363 |
Computer and Equipment [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | 2,229 | 2,266 |
Software [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | 1,695 | 1,693 |
Leasehold Improvements [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | 660 | 664 |
Furniture and Fixtures [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | $ 848 | $ 900 |
Product Warranty (Details)
Product Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product warranty provision [Abstract] | ||||
Percentage of Non-Physical Material Cost of Individual Project | 4.00% | |||
Percentage of Conservative Estimate for Active Warranty Projects And Active Non-Warranty Projects | 3.00% | |||
Decrease in warranty provision | $ (200) | |||
Activities in product warranty account [Abstract] | ||||
Balance at beginning of period | $ 1,323 | 1,621 | ||
Current period provision | (205) | (133) | ||
Current year claims | (203) | (164) | ||
Currency adjustment | 7 | (1) | ||
Balance at end of period | 922 | 1,323 | ||
Standard Product Warranty Accrual, Balance Sheet Classification [Abstract] | ||||
Current | $ 665 | $ 921 | ||
Non-current | 257 | 402 | ||
Total Warranty | $ 922 | $ 1,323 | $ 922 | $ 1,323 |
Minimum [Member] | ||||
Product warranty provision [Abstract] | ||||
Warranty Provision Contract Period | 1 year | |||
Maximum [Member] | ||||
Product warranty provision [Abstract] | ||||
Warranty Provision Contract Period | 5 years |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Financial Instruments [Abstract] | ||
Transfers into level 3 | $ 0 | $ 0 |
Transfers out of level 3 | 0 | 0 |
Assets and Liabilities Measured at Fair Value [Abstract] | ||
Money market funds | 435 | 434 |
Foreign exchange contracts - Assets | 49 | |
Total assets | 435 | 483 |
Liability awards | (9) | |
Interest rate swap contract | (160) | |
Total liabilities | (169) | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets and Liabilities Measured at Fair Value [Abstract] | ||
Money market funds | 435 | 434 |
Foreign exchange contracts - Assets | 0 | |
Total assets | 435 | 434 |
Liability awards | 0 | |
Interest rate swap contract | 0 | |
Total liabilities | 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 | 49 | |
Total assets | 0 | 49 |
Liability awards | (9) | |
Interest rate swap contract | (160) | |
Total liabilities | (169) | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets and Liabilities Measured at Fair Value [Abstract] | ||
Money market funds | 0 | 0 |
Foreign exchange contracts - Assets | 0 | |
Total assets | $ 0 | 0 |
Liability awards | 0 | |
Interest rate swap contract | 0 | |
Total liabilities | $ 0 |
Debt (Details)
Debt (Details) $ in Thousands | Feb. 15, 2019USD ($) | May 11, 2018USD ($) | Dec. 29, 2016USD ($) | Dec. 31, 2020USD ($)Letter | Dec. 31, 2020USD ($)Letter | Dec. 31, 2019USD ($)Letter | Dec. 31, 2018 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020USD ($) | Sep. 15, 2020USD ($) | Aug. 28, 2020USD ($) | Jun. 30, 2020USD ($) | Apr. 23, 2020 | Apr. 17, 2020USD ($) | Mar. 31, 2020USD ($) | Jan. 06, 2020USD ($) |
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Leverage ratio | 2 | ||||||||||||||||||||||
Repayment on line of credit | $ 1,746 | $ 0 | |||||||||||||||||||||
Amount drawn on revolving line of credit | 4,752 | 0 | |||||||||||||||||||||
Term Loan [Abstract] | |||||||||||||||||||||||
Repayments of debt | 18,500 | ||||||||||||||||||||||
Interest Rate Swap [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Line of credit facility term | 5 years | ||||||||||||||||||||||
Term Loan [Abstract] | |||||||||||||||||||||||
Repayments of debt | 200 | ||||||||||||||||||||||
LIBOR [Member] | |||||||||||||||||||||||
Term Loan [Abstract] | |||||||||||||||||||||||
Term of variable rate | 1 month | 1 month | |||||||||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Line of credit facility expiration period | 3 years | ||||||||||||||||||||||
Line of credit | $ 5,000 | ||||||||||||||||||||||
Repayment on line of credit | 700 | ||||||||||||||||||||||
Amount drawn on revolving line of credit | 700 | ||||||||||||||||||||||
Long-term debt | $ 3,000 | $ 3,000 | $ 0 | ||||||||||||||||||||
Number of letters of credit | Letter | 3 | 3 | 4 | ||||||||||||||||||||
Outstanding letter of credit balance | $ 933 | $ 933 | $ 1,200 | ||||||||||||||||||||
Amount available at the reporting date | $ 1,100 | $ 1,100 | $ 3,800 | ||||||||||||||||||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Percentage of letter of credit fees per annum | 1.25% | ||||||||||||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Percentage of letter of credit fees per annum | 2.00% | ||||||||||||||||||||||
Sixth Amendment and Reaffirmation Agreement [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
EBITDA target | $ 4,300 | ||||||||||||||||||||||
Accelerated principal payments | $ 1,000 | $ 1,000 | 3,000 | ||||||||||||||||||||
Debt issuance costs | 20 | ||||||||||||||||||||||
Sixth Amendment and Reaffirmation Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Liquidity | $ 5,000 | ||||||||||||||||||||||
Seventh Amendment And Reaffirmation Agreement [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Accelerated principal payments | $ 500 | $ 750 | |||||||||||||||||||||
Debt issuance costs | $ 50 | ||||||||||||||||||||||
Fixed charge coverage ratio | 1.25 | ||||||||||||||||||||||
Leverage ratio | 2.50 | 2.50 | 3 | ||||||||||||||||||||
Seventh Amendment And Reaffirmation Agreement [Member] | Plan [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Leverage ratio | 2.25 | 2.25 | 2.25 | 2.25 | 2.25 | ||||||||||||||||||
Eighth Amendment and Reaffirmation Agreement [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Debt issuance costs | $ 70 | $ 70 | $ 10 | ||||||||||||||||||||
Bank fee payable | $ 10,000 | ||||||||||||||||||||||
Eighth Amendment and Reaffirmation Agreement [Member] | Interest Rate Swap [Member] | |||||||||||||||||||||||
Term Loan [Abstract] | |||||||||||||||||||||||
Repayments of debt | $ 200 | ||||||||||||||||||||||
Eighth Amendment and Reaffirmation Agreement [Member] | Plan [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Leverage ratio | 1 | 1 | 2 | 2 | 2 | 2 | 2.50 | 2.75 | 3 | ||||||||||||||
Eighth Amendment and Reaffirmation Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Liquidity | $ 3,500 | ||||||||||||||||||||||
Eighth Amendment and Reaffirmation Agreement [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Outstanding letter of credit balance | $ 9,100 | $ 9,100 | $ 700 | ||||||||||||||||||||
PPP Loan [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Long-term debt | $ 5,000 | $ 5,000 | |||||||||||||||||||||
Paycheck Protection Program Loan [Abstract] | |||||||||||||||||||||||
Maturity date | Apr. 24, 2022 | ||||||||||||||||||||||
Interest rate | 1.00% | 1.00% | 1.00% | ||||||||||||||||||||
Term for deferred principal and interest payments | 10 months | ||||||||||||||||||||||
Percentage of principal amount of loan guaranteed | 100.00% | 100.00% | 100.00% | ||||||||||||||||||||
Term Loan [Member] | |||||||||||||||||||||||
Line of Credit Facility [Abstract] | |||||||||||||||||||||||
Line of credit facility expiration period | 18 months | ||||||||||||||||||||||
Line of credit | $ 25,000 | ||||||||||||||||||||||
Line of credit facility term | 5 years | ||||||||||||||||||||||
Term Loan [Abstract] | |||||||||||||||||||||||
Repayments of debt | $ 9,100 | ||||||||||||||||||||||
Term Loan [Member] | DP Engineering Ltd, CO. [Member] | |||||||||||||||||||||||
Term Loan [Abstract] | |||||||||||||||||||||||
Cash purchase price | $ 13,500 | ||||||||||||||||||||||
Proceeds from issuance of debt | 14,300 | ||||||||||||||||||||||
Loan origination fees | $ 0 | ||||||||||||||||||||||
Term Loan [Member] | Minimum [Member] | DP Engineering Ltd, CO. [Member] | |||||||||||||||||||||||
Term Loan [Abstract] | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||||||||||||||||
Term Loan [Member] | Maximum [Member] | DP Engineering Ltd, CO. [Member] | |||||||||||||||||||||||
Term Loan [Abstract] | |||||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.75% |
Derivative Instruments, Foreign
Derivative Instruments, Foreign Exchange Contracts (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Derivative [Abstract] | |
Foreign exchange contract outstanding | $ 0 |
Derivative Instruments, Interes
Derivative Instruments, Interest Rate Risk Management (Details) - USD ($) $ in Millions | May 11, 2018 | Dec. 31, 2020 | Dec. 31, 2018 |
Derivative [Abstract] | |||
Repayments of debt | $ 18.5 | ||
LIBOR [Member] | |||
Derivative [Abstract] | |||
Term of variable rate | 1 month | 1 month | |
Interest Rate Swap [Member] | |||
Derivative [Abstract] | |||
Notional amount | $ 9 | ||
Principal repayment term | 5 years | ||
Fixed interest rate | 3.02% | ||
Repayments of debt | 0.2 | ||
Term Loan [Member] | |||
Derivative [Abstract] | |||
Principal repayment term | 5 years | ||
Repayments of debt | $ 9.1 |
Derivative Instruments, (Loss)
Derivative Instruments, (Loss) Gain on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net Gain (Loss) on Derivative Instruments [Abstract] | ||
Foreign exchange contracts - change in fair value | $ 17 | $ 6 |
Interest rate swap - change in fair value | (49) | (57) |
Remeasurement of related contract receivables and billings in excess of revenue earned | 15 | 38 |
Gain (loss) on derivative instruments, net | $ (17) | $ (13) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Income (Loss) from Continuing Operations [Abstract] | |||
Domestic | $ (13,834,000) | $ (6,671,000) | |
Foreign | 3,652,000 | 319,000 | |
Loss before income taxes | (10,182,000) | (6,352,000) | |
Current: [Abstract] | |||
Federal | 3,000 | (30,000) | |
State | 67,000 | 60,000 | |
Foreign | 285,000 | 354,000 | |
Subtotal | 355,000 | 384,000 | |
Deferred [Abstract] | |||
Federal | 0 | 4,686,000 | |
State | 0 | 663,000 | |
Foreign | 0 | 0 | |
Subtotal | 0 | 5,349,000 | |
Total | $ 355,000 | $ 5,733,000 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Statutory federal income tax rate | 21.00% | 21.00% | |
State income taxes, net of federal tax benefit | 3.70% | (12.10%) | |
Effect of foreign operations | (0.90%) | (0.30%) | |
Effect of foreign restructuring | (6.70%) | 0.00% | |
Change in valuation allowance | (15.60%) | (93.10%) | |
Meals and entertainment | (0.40%) | (1.40%) | |
Stock based compensation | (2.20%) | (1.40%) | |
GILTI Inclusion | (0.20%) | 0.00% | |
Other permanent differences | 0.00% | (0.60%) | |
Uncertain tax positions | (2.50%) | 0.90% | |
Prior year reconciling items | 0.30% | (3.30%) | |
Effective tax rate | (3.50%) | (90.30%) | |
Deferred Tax Assets [Abstract] | |||
Net operating loss carryforwards | $ 5,406,000 | $ 4,396,000 | |
Accruals | 387,000 | 247,000 | |
Reserves | 309,000 | 408,000 | |
Alternative minimum tax credit carryforwards | 69,000 | 126,000 | $ 57,000 |
Stock-based compensation expense | 251,000 | 539,000 | |
Intangible assets | 2,362,000 | 1,021,000 | |
Goodwill | 995,000 | 1,037,000 | |
Operating lease liability | 747,000 | 998,000 | |
Other | 271,000 | 464,000 | |
Total deferred tax asset | 10,797,000 | 9,236,000 | |
Valuation allowance | (9,165,000) | (7,576,000) | |
Total deferred tax assets less valuation allowance | 1,632,000 | 1,660,000 | |
Deferred Tax Liabilities [Abstract] | |||
Software development costs | (164,000) | (161,000) | |
Fixed assets | (22,000) | (7,000) | |
Intangible assets | 0 | (22,000) | |
Indefinite-lived intangibles | (967,000) | (728,000) | |
Operating Lease - Right of Use Asset | (379,000) | (510,000) | |
Other | (100,000) | (175,000) | |
Total deferred tax liability | (1,632,000) | (1,603,000) | |
Net deferred tax asset | 0 | 57,000 | |
Operating Loss Carryforwards, expiration dates [Line Items] | |||
Deferred tax assets, operating loss carryforwards, domestic | 6,200,000 | ||
Deferred tax assets, operating loss carryforwards, domestic, expiring | 4,600,000 | ||
Deferred tax assets, operating loss carryforwards, domestic, indefinite lived | 1,600,000 | ||
Largest deferred tax asset | 6,200,000 | ||
Valuation allowance | 9,165,000 | 7,576,000 | |
Income Tax Examination [Line Items] | |||
Cash and cash equivalents | 6,702,000 | 11,691,000 | |
U.K. and Sweden [Member] | |||
Deferred Tax Assets [Abstract] | |||
Valuation allowance | (9,200) | ||
Operating Loss Carryforwards, expiration dates [Line Items] | |||
Valuation allowance | $ 9,200 | ||
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, 2023 | ||
U.S. Federal and State Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Income tax examination, year under examination | 2000 | ||
Foreign Tax Authority [Member] | |||
Income Tax Examination [Line Items] | |||
Income tax examination, year under examination | 2015 | ||
Cash and cash equivalents | $ 3,100,000 | $ 4,400,000 |
Income Taxes, Uncertain Tax Lia
Income Taxes, Uncertain Tax Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | $ 793 | $ 996 |
Increases | 0 | 0 |
Decreases | 0 | 203 |
Ending balance | 793 | 793 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 6 | 4 |
Increases | 3 | 2 |
Decreases | 0 | 0 |
Ending balance | 9 | 6 |
Foreign Tax Authority [Member] | ||
Uncertain Tax Liabilities, Total [Roll Forward] | ||
Beginning balance | 2,188 | 2,215 |
Increases | 366 | 195 |
Decreases | 114 | 222 |
Ending balance | 2,440 | 2,188 |
Foreign Tax Authority [Member] | China [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 201 | 204 |
Increases | 13 | 0 |
Decreases | 0 | 3 |
Ending balance | 214 | 201 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 318 | 285 |
Increases | 60 | 33 |
Decreases | 0 | 0 |
Ending balance | 378 | 318 |
Foreign Tax Authority [Member] | Ukraine [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 78 | 82 |
Increases | 0 | 0 |
Decreases | 64 | 4 |
Ending balance | 14 | 78 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 60 | 72 |
Increases | 0 | 0 |
Decreases | 50 | 12 |
Ending balance | 10 | 60 |
Foreign Tax Authority [Member] | South Korea [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 554 | 461 |
Increases | 128 | 93 |
Decreases | 0 | 0 |
Ending balance | 682 | 554 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 178 | 111 |
Increases | 96 | 67 |
Decreases | 0 | 0 |
Ending balance | 274 | 178 |
Foreign Tax Authority [Member] | U.K. [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 0 | 0 |
Increases | 45 | 0 |
Decreases | 0 | 0 |
Ending balance | 45 | 0 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 0 | 0 |
Increases | 21 | 0 |
Decreases | 0 | 0 |
Ending balance | $ 21 | $ 0 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Capital Stock [Abstract] | |||
Capital stock, shares authorized (in shares) | 62,000,000 | ||
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 | |
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) | 6,017,632 | ||
Shares under options and warrants outstanding (in shares) | 0 | 5,000 | 55,000 |
Shares reserved upon vesting of restricted stock units (in shares) | 1,719,732 | ||
Shares of common stock remaining to be granted (in shares) | 1,482,368 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($)Installment$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Payment Award [Line Items] | ||||
Deferred income tax expense (benefits) | $ | $ 220,000 | $ 86,000 | ||
Stock based compensation expense related to cash-settled RSU's | $ | 0 | (93,000) | ||
Income tax benefit on stock based compensation | $ | $ 220,000 | 86,000 | ||
Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Unrecognized compensation expense | $ | $ 100,000 | |||
Weighted average remaining service period | 7 months 17 days | |||
Cash received from exercise of stock options | $ | $ 0 | 127,000 | ||
Aggregate intrinsic value of stock options exercised | $ | $ 0 | $ 0 | ||
Restricted Stock Units [Member] | ||||
Share-based Payment Award [Line Items] | ||||
RSU's outstanding (in shares) | 1,719,732 | 1,973,725 | 1,719,732 | 1,973,725 |
Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Nonvested RSUs, beginning balance (in shares) | 1,973,725 | 1,571,525 | ||
RSUs granted (in shares) | 689,000 | 918,459 | ||
RSUs forfeited | (534,052) | (64,172) | ||
RSUs vested | (408,941) | (452,087) | ||
Nonvested RSUs, ending balance (in shares) | 1,719,732 | 1,973,725 | ||
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 | $ 1.49 | $ 1.96 | ||
RSUs granted (in dollars per share) | $ / shares | 1.09 | 2.56 | ||
RSUs forfeited (in dollars per share) | $ / shares | 2.49 | 3.12 | ||
RSUs vested (in dollars per share) | $ / shares | 1.67 | 3.30 | ||
Nonvested RSUs at end of period (in dollars per share) | $ / shares | $ 1.36 | $ 1.49 | ||
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 for time-based RSU's | 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 for time-based RSU's | 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) | 4,297,900 | |||
RSU's outstanding (in shares) | 1,719,732 | 1,719,732 | ||
Stock options remaining to be granted (in shares) | 1,482,368 | |||
Share based compensation expense | $ | $ 378,000 | $ 1,420,000 | ||
Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Options outstanding, beginning balance (in shares) | 5,000 | 55,000 | ||
Options exercised (in shares) | 50,000 | |||
Options expired (in shares) | (5,000) | |||
Options outstanding, ending balance (in shares) | 0 | 5,000 | ||
Options and warrants exercisable, ending balance (in shares) | 0 | 5,000 | ||
Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||
Options outstanding, beginning balance (in dollars per share) | $ / shares | $ 1.65 | $ 1.87 | ||
Options exercised (in dollars per share) | $ / shares | 1.89 | |||
Options expired (in dollars per share) | $ / shares | 0 | |||
Options outstanding, ending balance (in dollars per share) | $ / shares | $ 0 | $ 1.65 | ||
Options exercisable (in dollars per share) | $ / shares | $ 0 | $ 0 | ||
Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Options outstanding | $ | $ 0 | $ 0 | ||
Options exercisable | $ | $ 0 | $ 0 | ||
Options outstanding | 0 years | 10 months 13 days | ||
Options exercisable | 0 years | 0 years | ||
Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Nonvested RSUs, ending balance (in shares) | 1,719,732 | |||
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] | 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 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)SquarefeetTenant | Dec. 31, 2019USD ($) | ||
Lessee, Operating Lease, Description [Abstract] | |||
Lease abandonment restructuring charges | $ 1,500 | ||
Leased Assets [Abstract] | |||
Operating lease - right of use assets | $ 1,562 | 2,215 | |
Lease Liabilities [Abstract] | |||
Operating lease liabilities - current | $ 1,138 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | OtherLiabilitiesCurrent | ||
Operating lease liabilities - Noncurrent | $ 1,831 | 3,000 | |
Operating lease liability | $ 2,969 | ||
Sublease square feet | Squarefeet | 3,650 | ||
Sublease date | May 1, 2019 | ||
Previously subleased square feet | Squarefeet | 3,822 | ||
Previous sublease date | Apr. 1, 2017 | ||
Consolidated Statement of Operations Information [Abstract] | |||
Operating lease cost | [1] | $ 780 | |
Short-term leases costs | [2] | 36 | |
Sublease income | [3] | (129) | |
Net lease cost | $ 687 | ||
Number of tenants | Tenant | 2 | ||
Minimum Lease Payments [Abstract] | |||
2020 | $ 1,260 | ||
2021 | 1,166 | ||
2023 | 631 | ||
2024 | 116 | ||
2024 | 3 | ||
Thereafter | 0 | ||
Total | 3,176 | ||
Less: Interest | 207 | ||
Present value of lease payments | $ 2,969 | ||
Lease Term and Discount Rate [Abstract] | |||
Weighted-average remaining lease term (in years) | 2 years 7 months 20 days | ||
Weighted-average discount rate | 5.00% | ||
Other Information [Abstract] | |||
Cash paid for amounts included in measurement of liabilities | $ 1,314 | 1,275 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 1,777 | |
Minimum [Member] | |||
Lessee, Operating Lease, Description [Abstract] | |||
Remaining operating lease terms | 1 year | ||
Renewal option period | 1 year | ||
Maximum [Member] | |||
Lessee, Operating Lease, Description [Abstract] | |||
Remaining operating lease terms | 6 years | ||
Renewal option period | 5 years | ||
[1] | Includes variable lease costs which are immaterial. | ||
[2] | Include leases maturing less than twelve months from the report date. | ||
[3] | Sublease portfolio consists of two tenants, which sublease parts of our principal executive office located at 1332 Londontown Blvd, Suite 200, Sykesville, MD. |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefits [Abstract] | ||
Company's contribution to the plan | $ 260 | $ 290 |
Segment Information, Reconcilia
Segment Information, Reconciliation of Assets from Segment to Consolidated (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Feb. 15, 2019 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||
Number of reportable business segments | Segment | 2 | ||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 39,190 | $ 58,509 | |
Maximum [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Contract term | 2 years | ||
Performance Improvement Solutions [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 25,845 | 41,550 | |
Nuclear Industry Training and Consulting [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 13,345 | $ 16,959 | |
DP Engineering Ltd, Co [Member] | |||
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||
Percentage of ownership interest acquired | 100.00% |
Segment Information, Loss befor
Segment Information, Loss before income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Revenues | $ 57,620 | $ 82,975 | |
Depreciation | 330 | 363 | |
Amortization of intangible assets | 1,943 | 2,400 | |
Operating loss | (9,538) | (7,419) | |
Litigation | (477) | 0 | |
Loss on impairment | $ (4,300) | (4,302) | (5,597) |
Interest expense | (623) | (988) | |
Loss on derivative instruments, net | (17) | (13) | |
Other (expense) income, net | (4) | 2,068 | |
Loss before income taxes | (10,182) | (6,352) | |
Performance Improvement Solutions [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Revenues | 32,790 | 45,776 | |
Operating loss | (2,683) | (205) | |
Nuclear Industry Training and Consulting [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Revenues | 24,830 | 37,199 | |
Operating loss | $ (2,076) | $ (1,617) |
Segment Information, Geographic
Segment Information, Geographic Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Information [Abstract] | ||
Percentage of revenues derived from customers in the nuclear power industry | 89.00% | 90.00% |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 57,620 | $ 82,975 |
Operating loss | (9,538) | (7,419) |
Assets | $ 39,190 | $ 58,509 |
Percentage of revenues derived from international sales | 17.00% | 16.00% |
Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 0 | $ 0 |
Geography Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | (496) | (747) |
Operating loss | 0 | 0 |
Assets | (128,352) | (131,937) |
Performance Improvement Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 32,790 | 45,776 |
Operating loss | (2,683) | (205) |
Assets | 25,845 | 41,550 |
Nuclear Industry Training and Consulting [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 24,830 | 37,199 |
Operating loss | (2,076) | (1,617) |
Assets | 13,345 | 16,959 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 57,093 | 82,220 |
Operating loss | (13,041) | (7,710) |
Assets | 161,672 | 184,115 |
United States [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 56,628 | 81,597 |
United States [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 465 | 623 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Operating loss | 3,231 | 54 |
Assets | 2,679 | 3,526 |
Europe [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Europe [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Asia [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 1,023 | 1,502 |
Operating loss | 272 | 237 |
Assets | 3,191 | 2,805 |
Asia [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 992 | 1,378 |
Asia [Member] | Intersegment Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 31 | $ 124 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for interest and income taxes: [Abstract] | ||
Interest | $ 532 | $ 989 |
Income taxes | 194 | 489 |
Noncash activity of financing insurance premium | $ 813 | $ 0 |
Non-consolidated Variable Int_2
Non-consolidated Variable Interest Entity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
DP Engineering Ltd, Co [Member] | |
Variable Interest Entity [Line Items] | |
Ownership percentage | 48.00% |
Contribution amount | $ 48 |
NXA Consultants LLC [Member] | |
Variable Interest Entity [Line Items] | |
Ownership percentage | 52.00% |
Contribution amount | $ 52 |
Variable Interest Entity, Not Primary Beneficiary [Member] | DP Engineering Ltd, Co [Member] | |
Variable Interest Entity [Line Items] | |
Carrying amount | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 08, 2020 | Aug. 17, 2020 | Apr. 12, 2021 | Dec. 31, 2020 | Sep. 29, 2020 |
Loss Contingency, Estimate [Abstract] | |||||
Initial payment on settlement | $ 625 | ||||
Settlement expense | $ 1,400 | ||||
Settlement amount paid | $ 713 | ||||
Escrow balance | $ 952 | ||||
Provision for loss on legal settlement | $ 477 | ||||
Subsequent Event [Member] | |||||
Loss Contingency, Estimate [Abstract] | |||||
Settlement amount paid | $ 715 | ||||
Maximum [Member] | |||||
Loss Contingency, Estimate [Abstract] | |||||
Estimated gross settlement | $ 1,500 |
Contingent Consideration (Detai
Contingent Consideration (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Feb. 15, 2019 |
Contingent Consideration [Abstract] | ||
Fair value of contingent consideration | $ 1.2 | |
Contingent liability outstanding | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Mar. 29, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | |
Line of Credit Facility [Abstract] | ||||||||||||||
Repayments of lines of credit | $ 1,746 | $ 0 | ||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||
Repayments of lines of credit | 700 | |||||||||||||
Remaining borrowing capacity | 1,100 | $ 3,800 | ||||||||||||
Ninth Amendment and Reaffirmation Agreement [Member] | ||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||
Amendment fee amount | $ 25 | |||||||||||||
Ninth Amendment and Reaffirmation Agreement [Member] | Plan [Member] | ||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||
Fixed charge coverage ratio | 2 | 2 | 2 | 2 | 2 | 2.50 | 2.75 | 3 | 3.25 | 1.1 | 1.1 | |||
Ninth Amendment and Reaffirmation Agreement [Member] | Revolving Credit Facility [Member] | Plan [Member] | ||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||
Line of credit | $ 3,500 | $ 3,750 | $ 4,250 | |||||||||||
Remaining borrowing capacity | $ 75 | |||||||||||||
Subsequent Event [Member] | Ninth Amendment and Reaffirmation Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||
Liquidity | $ 2,500 | |||||||||||||
Repayments of lines of credit | 500 | |||||||||||||
Remaining borrowing capacity | 500 | |||||||||||||
Periodic payment | $ 500 |