Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-14785 | ||
Entity Registrant Name | GSE Systems, Inc. | ||
Entity Central Index Key | 0000944480 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 52-1868008 | ||
Entity Address, Address Line One | 6940 Columbia Gateway Dr. | ||
Entity Address, Address Line Two | Suite 470 | ||
Entity Address, City or Town | Columbia | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 21046 | ||
City Area Code | 410 | ||
Local Phone Number | 970-7800 | ||
Title of 12(b) Security | Common Stock, $0.01 Par Value | ||
Trading Symbol | GVP | ||
Security Exchange Name | NASDAQ | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 37,342,565 | ||
Entity Common Stock, Shares Outstanding | 20,980,811 | ||
Auditor Firm ID | 57 | ||
Auditor Name | DIXON HUGHES GOODMAN LLP | ||
Auditor Location | Tysons, Virginia |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 3,550 | $ 6,702 |
Contract receivables, net | 11,257 | 10,494 |
Prepaid expenses and other current assets | 5,262 | 1,554 |
Total current assets | 20,069 | 18,750 |
Equipment, software and leasehold improvements, net | 839 | 616 |
Software development costs, net | 532 | 630 |
Goodwill | 13,339 | 13,339 |
Intangible assets, net | 3,020 | 4,234 |
Operating lease right-of-use assets, net | 1,200 | 1,562 |
Other assets | 52 | 59 |
Total assets | 39,051 | 39,190 |
Current liabilities: | ||
Line of credit | 1,817 | 3,006 |
PPP Loan, current portion | 0 | 5,034 |
Accounts payable | 1,179 | 570 |
Accrued expenses | 1,358 | 1,297 |
Accrued compensation | 1,452 | 1,505 |
Billings in excess of revenue earned | 5,029 | 5,285 |
Accrued warranty | 667 | 665 |
Income taxes payable | 1,654 | 1,621 |
Other current liabilities | 1,883 | 2,498 |
Total current liabilities | 15,039 | 21,481 |
PPP Loan, noncurrent portion | 0 | 5,034 |
Operating lease liabilities noncurrent | 790 | 1,831 |
Other noncurrent liabilities | 179 | 339 |
Total liabilities | 16,008 | 28,685 |
Commitments and contingencies (Note 16) | ||
Shareholders' 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, 22,533,005 and 22,192,569 shares issued, 20,934,094 and 20,593,658 shares outstanding, respectively | 225 | 222 |
Additional paid-in capital | 80,505 | 79,687 |
Accumulated deficit | (54,584) | (65,191) |
Accumulated other comprehensive loss | (104) | (1,214) |
Treasury stock at cost, 1,598,911 shares | (2,999) | (2,999) |
Total shareholders' equity | 23,043 | 10,505 |
Total liabilities and shareholders' equity | $ 39,051 | $ 39,190 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders' 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) | 22,533,005 | 22,192,569 |
Common stock, shares outstanding (in shares) | 20,934,094 | 20,593,658 |
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, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $ 55,183 | $ 57,620 |
Cost of revenue | 43,325 | 42,835 |
Gross profit | 11,858 | 14,785 |
Operating expenses | ||
Selling, general and administrative | 14,908 | 15,765 |
Research and development | 626 | 686 |
Restructuring charges | 798 | 1,297 |
Loss on impairment | 3 | 4,302 |
Depreciation | 284 | 330 |
Amortization of definite-lived intangible assets | 1,213 | 1,943 |
Total operating expenses | 17,832 | 24,323 |
Operating loss | (5,974) | (9,538) |
Interest expense | (159) | (623) |
Gain (loss) on derivative instruments, net | 19 | (17) |
Other income (expense), net | 16,884 | (4) |
Income (loss) before taxes | 10,770 | (10,182) |
Provision for income taxes | 163 | 355 |
Net income (loss) | $ 10,607 | $ (10,537) |
Net income (loss) per common share - basic (in dollars per share) | $ 0.51 | $ (0.52) |
Diluted income (loss) per common share (in dollars per share) | $ 0.51 | $ (0.52) |
Weighted average shares outstanding used to compute net loss per share - basic (in shares) | 20,761,191 | 20,439,157 |
Weighted average shares outstanding - Diluted (in shares) | 20,761,191 | 20,439,157 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||
Net income (loss) | $ 10,607 | $ (10,537) |
Cumulative translation adjustment | 1,110 | 632 |
Comprehensive Income (loss) | $ 11,717 | $ (9,905) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ 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, 2019 | $ 218 | $ 79,400 | $ (54,654) | $ (1,846) | $ (2,999) | $ 20,119 |
Balance (in shares) at Dec. 31, 2019 | 21,839 | (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 | $ 4 | (4) | 0 | 0 | 0 | 0 |
Common stock issued for RSUs vested (in shares) | 354 | |||||
Shares withheld to pay taxes | $ 0 | (87) | 0 | 0 | 0 | (87) |
Foreign currency translation adjustment | 0 | 0 | 0 | 632 | 0 | 632 |
Net income (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 | (1,599) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | $ 0 | 1,043 | 0 | 0 | $ 0 | 1,043 |
Common stock issued for RSUs vested | $ 3 | (3) | 0 | 0 | 0 | 0 |
Common stock issued for RSUs vested (in shares) | 340 | |||||
Shares withheld to pay taxes | $ 0 | (222) | 0 | 0 | 0 | (222) |
Foreign currency translation adjustment | 0 | 0 | 0 | 1,110 | 0 | 1,110 |
Net income (loss) | 0 | 0 | 10,607 | 0 | 0 | 10,607 |
Balance at Dec. 31, 2021 | $ 225 | $ 80,505 | $ (54,584) | $ (104) | $ (2,999) | $ 23,043 |
Balance (in shares) at Dec. 31, 2021 | 22,533 | (1,599) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 10,607 | $ (10,537) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Loss on impairment | 3 | 4,302 |
Depreciation | 284 | 330 |
Amortization of intangible assets | 1,213 | 1,943 |
Amortization of capitalized software development costs | 368 | 339 |
Amortization of deferred financing costs | 11 | 82 |
Gain on PPP loan forgiveness | (10,127) | 0 |
Stock-based compensation expense | 1,043 | 378 |
Bad debt (recovery) expense | 691 | 103 |
(Gain) loss on derivative instruments, net | (19) | 17 |
Deferred income taxes | 93 | 0 |
Gain on sale of assets | 0 | (5) |
Changes in assets and liabilities: | ||
Contract receivables, net | (1,397) | 6,901 |
Prepaid expenses and other assets | (3,517) | 81 |
Accounts payable, accrued compensation and accrued expenses | 805 | (1,498) |
Billings in excess of revenue earned | (270) | (2,374) |
Accrued warranty | (176) | (721) |
Other liabilities | 235 | 1,777 |
Net cash (used in) provided by operating activities | (153) | 1,118 |
Cash flows from investing activities: | ||
Capital expenditures | (506) | (13) |
Proceeds from sale of equipment | 0 | 11 |
Capitalized software development costs | (270) | (328) |
Net cash used in investing activities | (776) | (330) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 800 | 4,752 |
Repayment of line of credit | (1,989) | (1,746) |
Payment of insurance premium | (812) | (204) |
Repayment of long-term debt | 0 | (18,481) |
Proceeds from Paycheck Protection Program Loan | 0 | 10,000 |
Termination fee on Interest rate swap agreement | 0 | (209) |
Shares withheld to pay taxes | (222) | (87) |
Deferred financing costs | 0 | (91) |
Net cash used in financing activities | (2,223) | (6,066) |
Effect of exchange rate changes on cash | 0 | 289 |
Net decrease in cash and cash equivalents | (3,152) | (4,989) |
Cash, cash equivalents at beginning of year | 6,702 | 11,691 |
Cash, cash equivalents at end of year | $ 3,550 | $ 6,702 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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, Inc. 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, we evaluate 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 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 ( “ ” 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 We derive our 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 Workforce Solutions 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 PCS on the software. We generally have two main performance obligations for an SDB contract: (1) the training simulator build and (2) the PCS 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 over time as control transfers to a customer. Estimated contract costs are reviewed and revised periodically during the contract period, and the cumulative effect of any change in estimates is recognized in the period in which the change is identified. Estimated losses are recognized in the period such losses become known. 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 our revenue recognition as a significant change in the estimates can cause our revenue and related margins to change significantly from previous estimates. Management judgments and estimates involved in the initial creation and subsequent updates to our estimates-at-completion and related profit recognized are critical for 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 SDB contracts generally provide a one-year base warranty on the systems. The base warranty will not be accounted for as a separate performance obligation under the contract because it does not provide the customer with a service in addition to the assurance that the completed project complies with agreed-upon specifications. Warranties extended beyond our typical one-year period will be evaluated on a case-by-case basis to determine if it provides more than just assurance that the product operates as intended, which requires carve-out as a separate performance obligation. Revenue from the sale of perpetual standalone and term software licenses, which do not require significant modification or customization, is recognized upon its delivery to the customer. Revenue from the sale of 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 T&M based or fixed-price based. Under a typical T&M contract, we are 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). Contract asset relates to performance under the contract for obligations that are satisfied but not yet billed, which we classify as contract receivables, net. 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 (contract receivables, net) 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 $0.9 million and $1.0 million for the years ended December 31, 2021 and 2020, respectively. Of these amounts, the Company capitalized approximately $0.3 million and $0.3 million for the years ended December 31, 2021 and 2020, 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 . On an annual basis, or more frequently as conditions indicate, we assess 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 cost we 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 our consolidated balance sheets. Goodwill and intangible assets Our intangible assets include amounts recognized in connection with business acquisitions, including customer relationships, trade names, non-compete agreements and alliance agreements. Our 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. We do not have any intangible assets with indefinite useful lives. Goodwill represents the excess of costs over fair value of assets of businesses acquired. 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) Workforce Solutions. 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, ASU 2017-04 permits eliminating two step approach when there is indication of impairment. During the first quarter of fiscal 2020, We determined that the impact of the COVID-19 pandemic on our 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 each of our reporting units exceeded the carrying value and thus there was no impairment as of the period ended March 31, 2020. We completed our annual quantitative step 1 analysis as of December 31, 2021 and 2020 and concluded that the fair values of each of our reporting units exceeded their respective carrying values. 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. We make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. Foreign currency translation The United States Dollar (USD) is our functional currency and that of our 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 shareholders’ 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 our current liability for federal, state and foreign income taxes and the change in our 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, 2021, we have a concentration of revenue from one individual customer, which accounted for 13.8% of our consolidated revenue. 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. No other individual customer accounted for more than 10% of our consolidated revenue in 2021 or 2020. As of December 31, 2021 and 2020, we have no customer that accounted over 10% 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, we utilize forward foreign currency exchange contracts to manage market risks associated with the fluctuations in foreign currency exchange rates. It is our 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. We minimize credit exposure by limiting counterparties to nationally recognized financial institutions. We do not have such derivative instruments as of December 31, 2021. COVID-19 Our 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 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 Workforce Solutions 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 Workforce Solutions 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements Accounting pronouncements recently adopted In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities, Investments – Equity Method and Joint Ventures, and Derivatives and Hedging, which provides clarity for companies that hold equity securities at cost to first update the fair value of an investment, immediately prior to applying the Equity Method of Accounting; or clarity for companies that enter into forward contracts to purchase additional shares of an equity security that would then require the investee to account for the investment via the Equity Method. This ASU is applicable for public companies starting with fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. We adopted ASU 2020-01 on January 1, 2021. This standard did not have a significant impact to our consolidated financial statements since we do not currently hold any investments at cost. In September 2020, the FASB issued ASU 2020-10, Codification Improvements, which is part of an ongoing attempt to improve the consistency of the codification. Previously the option to disclose information in the notes to the financial statements was in one of two sections: Disclosure Section (Section 50) or Other Presentation Matters (Section 45). ASU 2020-10 conforms the disclosure requirements into Section 50 and provides additional information on specific guidance that was previously unclear or not included in the codification. This ASU is applicable for public companies starting with fiscal years beginning after December 15, 2020, with early adoption available for interim and annual financial statements not already filed and using the retrospective approach. However, the FASB does not believe that this should change any of the current reporting or disclosure requirements. We adopted ASU 2020-10 on January 1, 2021. The adoption of this standard did not have a material impact to our consolidated financial statements. Accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for availablefor- debt securities and requires the entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. The standard also indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. On October 16, 2019, the FASB voted to defer the deadlines for private companies and certain small public companies, including smaller reporting companies, to implement the new accounting standards on credit losses. The new effective date is January 1, 2023. As a smaller reporting company, we have elected to defer adoption in line with new deadlines and are currently evaluating the effects, if any, that the adoption of this guidance will have on our consolidated financial position, results of operations and cash flows. 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, 2021 | |
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, 2021 2020 Numerator: Net income (loss) attributed to common shareholders $ 10,607 $ (10,537 ) Denominator: Weighted-average shares outstanding for basic earnings per share 20,761,191 20,439,157 Effect of dilutive securities: Dilutive RSU shares outstanding - - Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 20,761,191 20,439,157 Shares related to dilutive securities excluded because inclusion would be anti-dilutive - - |
Coronavirus Aid, Relief and Eco
Coronavirus Aid, Relief and Economic Security Act | 12 Months Ended |
Dec. 31, 2021 | |
Coronavirus Aid, Relief and Economic Security Act [Abstract] | |
Coronavirus Aid, Relief and Economic Security Act | 4. Coronavirus Aid, Relief and Economic Security Act Paycheck Protection Program Loan (PPP Loan) On March 27, 2020, the United States enacted the CARES Act. to extend liquidity to small businesses and assist in retaining employees during the COVID-19 pandemic. We applied for and, on April 23, 2020, received a payroll protection program loan in the amount of $10.0 million (the “PPP Loan”) under the CARES Act, as administered by the SBA. The application for receipt of the PPP Loan required us to certify, in good faith, that the attendant economic uncertainty made the loan necessary to support our ongoing operations. The PPP Loan bore interest at a rate of 1% per annum and would mature on April 23, 2022, with the first payment deferred until September 2021. We used the proceeds of the PPP Loan for payroll and related costs, rent and utilities. Pursuant to the regulations promulgated by the SBA, in order to request forgiveness of the PPP Loan, we were required to submit an application to the Lender substantiating that we were entitled to the PPP Loan and used the proceeds of the PPP Loan as permitted under the CARES Act. The Lender reviewed our application for forgiveness and associated documentation, and on February 26, 2021 forwarded our application to the SBA with the Lender’s determination that the loan is fully forgivable. On August 5, 2021, we received notice that full principal amount and all accrued interest thereon of the PPP Loan was formally forgiven by the SBA. We recognized other income of $10.1 million related to this forgiveness during 2021. Employee Retention Credits (ERC) Employee retention tax credits, made available under the CARES Act, allow eligible employers to claim a refundable tax credit against the employer share of Social Security tax equal to 70% of the qualified wages they pay to employees, initially from March 27, 2020 until June 30, 2021, and extended through September 30, 2021. For the fourth quarter of 2021, we have received a refund of $0.2 million from the IRS for previously filed Form 941s. For the year ended December 31, 2021 we have applied for a total of $5.0 million from the IRS with the timely filing of Form 941 and 941-X and recognized a benefit of $2.2 million from unremitted payroll taxes as allowable. We recorded other income of $7.2 million related to the employee retention tax credits earned for the year ended December 31, 2021. As of December 31, 2021, we received employee retention tax credit refunds totaling $0.9 million with remaining outstanding refunds receivable of $4.1 million which was included in the other current assets balance at December 31, 2021. Subsequent to the year end, we received the employee retention tax credit refunds of $1.1 million. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, along with the reportable segment for each category: ( in thousands Twelve Months Ended December 31, 2021 2020 Performance Improvement Solutions segment System Design and Build $ 6,168 $ 11,197 Point in time - 316 Over time 6,168 10,881 Software 4,767 3,873 Point in time 343 1,411 Over time 4,424 2,462 Training and Consulting Services 17,316 17,720 Point in time 1,846 110 Over time 15,470 17,610 Workforce Solutions segment Training and Consulting Services 26,932 24,830 Point in time 476 21 Over time 26,456 24,809 Total revenue $ 55,183 $ 57,620 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, 2021 December 31, 2020 Billings in excess of revenue earned (BIE) $ 5,029 $ 5,285 Revenue recognized in the period from amounts included in BIE at the beginning of the period $ 4,708 6,691 For the year ended December 31, 2021, we recognized revenue of $26 thousand related to performance obligations satisfied in previous periods. As of December 31, 2021, the aggregate amount of transaction price allocated to the remaining performance obligations of SDB, software and fixed-price training and consulting services contracts is $21.2 million. We 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, we are 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, 2021 | |
Restructuring Expenses [Abstract] | |
Restructuring Expenses | 6. Restructuring expenses International Restructuring On December 27, 2017, the Board of Directors approved an international restructuring plan to streamline and optimize our global operations. Beginning in December 2017, we have 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, we have closed our offices in Nyköping, Sweden; Chennai, India; and Stockton-on-Tees, UK. These actions are designed to improve our productivity by eliminating duplicate employee functions, increasing our focus on our core business, improving efficiency and maintaining the full range of engineering capabilities while reducing costs and organizational complexity. We 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, we have recorded total restructuring charges of approximately $3.9 million, primarily related to workforce reductions, contracts termination costs and asset write-offs due to the exit activities. We recorded a restructuring charge of $1.0 million and $0.8 million for the years ended December 31, 2020 and December 31, 2021, respectively. In addition to the restructuring costs incurred to date, we have charged $1.2 million of cumulative translation adjustments against net income (loss) and an approximately $0.8 million of tax benefit was realized upon liquidation of these foreign entities. DP Engineering Restructuring During the third quarter of 2019, we 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, we took the necessary measures to reduce DP Engineering’s workforce by approximately 12 full-time employees and terminated one of its office leases early resulting in a one-time cost of $0.3 million being paid in the third quarter of 2019. As a result of this plan, we incurred $0.2 million of restructuring costs to align the workforce to the expected level of business for the years ended December 31, 2020. Lease abandonment As of December 31, 2019, management decided to cease-use and abandoned a portion of several operating lease right of use lease assets in a 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, 2020 totaled $1.5 million. No additional charges were incurred for the year ended December 31, 2021. The following table shows the abandoned square footage and right of use asset details: Sykesville Fort Worth 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 2021 Restructuring Costs Total 2020 Restructuring Costs Restructuring Costs Lease termination costs $ (10 ) $ - International restructuring 808 1,119 Employee termination benefits - 178 Total $ 798 $ 1,297 Expected Restructuring Costs We expect no additional restructuring costs under the international restructuring plan. 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 our 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, 2021 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets During the three months ended March 31, 2020, we recognized an impairment charge of $4.3 million of certain intangible assets as a result of the valuation analysis performed. The need for the valuation analysis was triggered by the macroeconomic impact of the COVID-19 pandemic on our operations. This analysis did not indicate impairment of goodwill. Our Step 1 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 monitor operating results and events and circumstances that may indicate potential impairment of intangible assets. We perform an annual intangible assets impairment analysis at the year end, which 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. The current assessment has no indication of impairment. Management determined no additional triggering impact occurred during the year ended December 31, 2021. The following table shows the gross carrying amount and accumulated amortization of definite-lived intangible assets: (in thousands) As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets Customer relationships $ 8,628 $ (6,432 ) $ 2,196 Trade names 1,689 (1,108 ) 581 Developed technology 471 (471 ) - Non-contractual customer relationships 433 (433 ) - Noncompete agreement 527 (429 ) 98 Alliance agreement 527 (382 ) 145 Others 167 (167 ) - Total $ 12,442 $ (9,422 ) $ 3,020 (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 Amortization expense related to definite-lived intangible assets totaled 1.2 million and $1.9 million for the years ended December 31, 2021 and 2020, 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: 2022 $ 910 2023 640 2024 435 2025 334 2026 266 Thereafter 435 $ 3,020 Goodwill There were no changes in goodwill during 2019 to 2020 and 2020 to 2021: (in thousands) Goodwill Impairment Net Performance Improvement Solutions $ 8,278 $ (3,370 ) $ 4,908 Workforce Solutions 8,431 - 8,431 Net book value at December 31, 2021 $ 16,709 $ (3,370 ) $ 13,339 |
Contract Receivables
Contract Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Contract Receivables [Abstract] | |
Contract Receivables | 8. Contract Receivables Contract receivables represent our 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, 2021 2020 Billed receivables $ 6,124 $ 5,694 Unbilled receivables 6,143 5,160 Allowance for doubtful accounts (1,010 ) (360 ) Total contract receivables, net $ 11,257 $ 10,494 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 we 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, 2021 and 2020, we recorded bad debt expense of $678 thousand and $103 thousand, respectively. Included in the current year provision is an impairment of unbilled receivables of $824 thousand related to a customer contract with our GSE Beijing entity offset by $133 thousand recovery of bad debt from previously written off balances. During January 2022, we invoiced $2.1 million of the unbilled amounts related to the balance at December 31, 2021. The activity in the allowance for doubtful accounts is as follows: (in thousands) As of and for the Years ended December 31, 2021 2020 Beginning balance $ 360 $ 458 Current year (recovery) provision 678 103 Current year write-offs (28 ) (201 ) Ending balance $ 1,010 $ 360 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Income tax receivable $ 129 $ 136 Prepaid expenses 933 883 Other current assets 4,200 535 Total $ 5,262 $ 1,554 Other current assets primarily include Employee Retention Credits not yet received as of December 31, 2021. Subsequent to the year end, we received the employee retention tax credit refunds of $1.1 million, which was included in the other current assets balance at December 31, 2021. Prepaid expenses primarily include prepayment for insurance and other subscription-based services. |
Equipment, Software and Leaseho
Equipment, Software and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Computer and equipment $ 2,270 $ 2,229 Software 2,150 1,695 Leasehold improvements 659 660 Furniture and fixtures 839 848 5,918 5,432 Accumulated depreciation (5,079 ) (4,816 ) Equipment, software and leasehold improvements, net $ 839 $ 616 Depreciation expense was $0.3 million and $0.3 million for the years ended December 31, 2021 and 2020, respectively. Capitalization of internal-use software cost of $0.5 million related to the ongoing systems upgrade and implementation effort were recorded in software for the twelve months ended December 31, 2021 . |
Product Warranty
Product Warranty | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Warranty [Abstract] | |
Product Warranty | 11. Product Warranty Accrued warranty For contracts that contain a warranty provision, we provide an accrual for estimated future warranty costs based on historical experience and projected claims. Our 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. The activity in the accrued warranty accounts is as follows: (in thousands) As of and for the years ended December 31, 2021 2020 Beginning balance $ 922 $ 1,323 Current year provision (43 ) (205 ) Current year claims (133 ) (203 ) Currency adjustment 2 7 Ending balance $ 748 $ 922 The current and non-current warranty balance is as follows: December 31, 2021 2020 Current $ 667 $ 665 Non-current 81 257 Total Warranty $ 748 $ 922 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
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. 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, and , During the years ended December 31, 2021 and 2020, we did not have any transfers into or out of Level 3. The following table presents assets measured at fair value at December 31, 2021: 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 $ 15 $ - $ - $ 15 Total assets $ 15 $ - $ - $ 15 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 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt [Abstract] | |
Debt | 13. Debt On December 29, 2016, we entered a 3-year $5.0 million revolving line of credit facility (“RLOC”) with the Citizens Bank, N.A. (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 RLOC to include a letter of credit sub-facility and not be subject to a borrowing base and (b) to add a $25.0 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 on May 11, 2023 and accrue interest at the 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 are guaranteed by our wholly owned subsidiaries, Hyperspring, Absolute, True North, DP Engineering and by any future material domestic subsidiaries (collectively, the “Guarantors”). We subsequently amended and ratified the Credit Agreement a number of times. More recently, during 2020, the COVID-19 pandemic impacted our operations and our projected ability to comply with certain financial covenants. As such, we amended the credit facility at various dates in 2020 to revise our fixed charge ratio and leverage ratio requirements as well as our Adjusted EBITDA requirement. In exchange for relaxed covenants or waivers of covenants for certain periods, we were required by the Bank to curtail our term debt, and as a part of the Eighth Amendment and Reaffirmation Agreement, entered into in June of 2020, we repaid the entire outstanding balance on the term loan facility. Due to a projected violation of the leverage ratio at the end of the first quarter, we signed the Ninth Amendment and Reaffirmation Agreement with an effective date of March 29, 2021. Pursuant to the Ninth Amendment and Reaffirmation Agreement, the Bank waived the fixed charge coverage ratio and leverage ratio for the quarters ending March 31 and June 30, 2021, and we agreed, for each quarter thereafter, that the 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 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 (v) 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 were 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 $500,000 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 $75,000 to reduce the RLOC. We incurred $25,000 fees related to this amendment during the year ended December 31, 2021. Following the Ninth Amendment and Reaffirmation Agreement, due to Q3 2021 violations of the leverage ratio covenant, we signed the Tenth Amendment and Reaffirmation Agreement with an effective date of November 12, 2021, with our bank to waive the fixed charge coverage ratio and leverage ratio for the quarters ending September 30 and December 31, 2021, and we agreed, (i) interest on the outstanding principal amount of the RLOC shall accrue at the interest rate in effect for the RLOC from time to time, but the interest due and payable on the RLOC on each Interest Payment Date shall be determined by subtracting seventy-five (75) basis points from the Applicable Margin and (ii) the seventy-five (75) basis points of accrued interest on the RLOC not paid on any Interest Payment Date pursuant to clause (i) above shall be due and payable on the Termination Date or the date of payment in full of the RLOC. RLOC Amount” means (i) $3,500,000 (ii) on each date a payment in the amount of $250,000 is made pursuant to Subsection 2.1.5(d), the RLOC Amount immediately prior to such payment reduced by $250,000 and (iii) on March 31, 2022 and on each June 30, September 30, December 31 and March 31 thereafter, the RLOC Amount immediately prior to each such date reduced by $37,500. In addition, we agreed, by December 31, 2021, we will pay the Bank $250,000 to be applied to the principal amount outstanding under the RLOC. Commencing on March 31, 2022 and on each June 30, September 30, December 31 and March 31 thereafter, we will pay the Bank $75,000 to be applied to the principal amount outstanding under the RLOC. In addition, within the fifth (5th) Business Day after we have received, subsequent to November 1, 2021, Employee Retention Credits in an aggregate amount not less than $500,000, we will pay the Bank $250,000 to be applied to the principal amount outstanding under the RLOC. We are also required to maintain a minimum of $2.25 million in aggregate USA liquidity. We incurred $15 thousand of amendment fee related to this amendment. On February 23, 2022, we entered into a Securities Purchase Agreement with Lind Global Fund II LP (“Lind Global”), pursuant to which we issued to Lind Global a two-year, secured, interest-free convertible promissory note to pay off the Revolving Line of Credit balance with Citizens Bank (See Note 24). Revolving Line of Credit (“RLOC”) As of December 31, 2021, we had outstanding borrowings of $1.8 million under the RLOC and four letters of credit totaling $1.1 million outstanding to certain of our customers. The total borrowing capacity under the RLOC was $3.25 million as of December 31, 2021. After consideration of letters of credit and the $0.5 million reserved for issuance of new letters of credit, there was no amount available for borrowing under the RLOC. Using proceeds from the Convertible Note (further described in Note 24), we repaid in full, all outstanding indebtedness owed to Citizens, and the Amended and Restated Credit and Security Agreement between us, our subsidiaries, and Citizens has been terminated. We will continue to maintain a cash management account and certain letters of credit with Citizens and, accordingly, have entered into a certain Cash Management Agreement with Citizens, as well as certain Cash Pledge Agreements in amounts corresponding to the current outstanding letters of credits with customers (as described above). |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, we had no foreign exchange contracts outstanding. Interest Rate Risk Management 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, 2021 and 2020, we recognized a net (loss) gain on its derivative instruments as outlined below: Years ended December 31, (in thousands) 2021 2020 Foreign exchange contracts- change in fair value $ - $ 17 Interest rate swap - change in fair value - (49 ) Remeasurement of related contract receivables and billings in excess of revenue earned 19 15 $ 19 $ (17 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Domestic $ 13,351 $ (13,834 ) Foreign (2,581 ) 3,652 Total $ 10,770 $ (10,182 ) The provision (benefit) for income taxes is as follows: (in thousands) Years ended December 31, 2021 2020 Current: Federal $ (75 ) $ 3 State 74 67 Foreign 71 285 Subtotal 70 355 Deferred: Federal 48 - State 45 - Foreign - - Subtotal 93 - Total $ 163 $ 355 The effective income tax rate for the years ended December 31, 2021 and 2020 differed from the statutory federal income tax rate as presented below: Effective Tax Rate percentage (%) Years ended December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 2.1 % 3.7 % Effect of foreign operations (0.2 )% (0.9 )% Effect of foreign restructuring 2.3 % (6.7 )% Change in valuation allowance 2.3 % (15.6 )% PPP Loan Forgiveness (19.5 )% 0.0 % Meals and Entertainment 0.0 % (0.4 )% Stock-based compensation 1.0 % (2.2 )% GILTI Inclusion 0.0 % (0.2 )% Uncertain Tax Positions (7.5 )% (2.5 )% Prior year reconciling items 0.0 % 0.3 % Effective tax rate 1.5 % (3.5 )% The difference between the effective rate and statutory rate in 2021 primarily resulted from a change in valuation allowance, permanent differences , including PPP Loan forgiveness and foreign restructuring, accruals related to uncertain tax positions, the tax impact of stock compensation forfeitures, foreign taxes, and state tax expense. 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, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 6,180 $ 5,406 Accruals 122 387 Reserves 434 309 Alternative minimum tax credit carryforwards - 69 Stock-based compensation expense 172 251 Intangible assets 2,368 2,362 Goodwill 892 995 Operating lease liability 472 747 Fixed Assets 29 - Other 243 271 Total deferred tax asset 10,912 10,797 Valuation allowance (9,410 ) (9,165 ) Total deferred tax asset less valuation allowance 1,502 1,632 Deferred tax liabilities: Software development costs (135 ) (164 ) Fixed assets - (22 ) Indefinite-lived intangibles (1,190 ) (967 ) Operating lease - right of use asset (253 ) (379 ) Other (17 ) (100 ) Total deferred tax liability (1,595 ) (1,632 ) Net deferred tax liability $ (93 ) $ - We file tax returns in the United States federal jurisdiction and in several state and foreign jurisdictions. Because of the net operating loss carryforwards, we are subject to U.S. federal and state income tax examinations for tax years 2000 2016 In assessing the ability to realize our 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. Our 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, our 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. We 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, 2021. As of December 31, 2021, our largest deferred tax asset was $6.2 million of net operating losses. It primarily relates to a U.S. net operating loss carryforward of $6.2 million; $4.5 million of the net operating loss carryforward expires in various amounts between 2023 2037 As of December 31, 2021 and 2020, our consolidated cash and cash equivalents totaled $3.6 million and $6.7 million, respectively, including cash and cash equivalents held at non-U.S. entities totaling $1.2 million and $3.1 million, respectively. The non-U.S. entities include operating subsidiaries located in China. We do not assert permanent reinvestment in China. Accordingly, we analyzed the cumulative earnings and profits and determined the US deferred liability related to this position is immaterial. Uncertain Tax Positions During 2021 and 2020, we recorded tax liabilities for certain foreign tax contingencies. We recorded these uncertain tax positions in other current liabilities on the consolidated balance sheets. The following table outlines our 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, 2020 $ 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 Increases 6 50 - - - 61 - 9 - 3 129 Decreases - - (14 ) (10 ) (38 ) - - - (793 ) (12 ) (867 ) Balance, December 31, 2021 $ 220 $ 428 $ - $ - $ 644 $ 335 $ 45 $ 30 $ - $ - $ 1,702 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Capital Stock [Abstract] | |
Capital Stock | 16. Capital Stock The total authorized shares of capital stock we are authorized to issue equals 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. Our 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, 2021, the Company has reserved 7,500,000 shares of common stock for issuance; zero are reserved for shares upon exercise of outstanding stock options and 1,595,665 are reserved for shares upon vesting of restricted stock units. There are 1,266,479 shares available for future grants under the Plan (as further defined below). |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 17. Stock-Based Compensation Long-term incentive plan During 1995, we 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, 2021, 4,637,856 shares have been issued under the Plan, zero stock options and 1,595,665 restricted stock units (RSUs) were outstanding under the Plan, while 1,266,479 shares remain for future grants under the Plan. We recognize 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. We recognize the cumulative effect of a change in the number of awards expected to vest in compensation expense in the period of change. We have not capitalized any portion of its stock-based compensation. Our forfeiture rate is based on actuals. During the years ended December 31, 2021 and 2020, we recognized $1.0 million and $0.4 million, respectively, of stock-based compensation expense under the fair value method. Accordingly, we recognized associated deferred income tax expense (benefits) of $111 thousand and $220 thousand before valuation allowance, respectively, during the years ended December 31, 2021 and 2020. During the years ended December 31, 2021 and 2020, there were no stock-based compensation expense related to the change in fair value of cash-settled RSUs, which we account for as a liability. On February 23, 2022, we entered into a Securities Purchase Agreement with Lind Global Fund II LP (“Lind Global”), pursuant to which we issued to Lind Global a two-year, secured, interest-free convertible promissory note in the amount of $5.75 million (the “Convertible Note”) and a common stock purchase warrant to acquire 1,283,732 shares of our common stock (the “Warrant”) (See Note 24). Restricted Stock Units During the years ended December 31, 2021 and 2020, we 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 as market-based results achieved, 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, 2021 and 2020. Number of Shares Weighted Average Fair Value 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 Nonvested RSUs at January 1, 2021 1,719,732 $ 1.36 RSUs granted 983,661 1.69 RSUs forfeited (631,367 ) 0.88 RSUs vested (476,361 ) 1.71 Nonvested RSUs at December 31, 2021 1,595,665 $ 1.77 As of December 31, 2021, we had $0.7 million of unrecognized compensation expense related to the RSUs expected to be recognized on a pro-rata straight line basis over a weighted average remaining service period of approximately 1.2 years. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 18. Leases 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, 2021 December 31, 2020 Leased Assets Operating lease - right of use assets Long term assets $ 1,200 $ 1,562 Lease Liabilities Operating lease liabilities - Current Other current liabilities 1,205 1,138 Operating lease liabilities Long term liabilities 790 1,831 $ 1,995 $ 2,969 During September 2020, we notified the landlord of our consolidated subsidiary Absolute’s home office of our decision not to renew the lease. We executed a sublease agreement with a tenant to sublease 850 square feet from the Sykesville office space on September 13, 2021. This agreement is in addition to the previous sublease for 3,650 square feet entered into on May 1, 2019. The addition of the second sublease is for a portion of the space previously abandoned in December 2019. The sublease does not relieve us of our primary lease obligation. The lessor agreements are all considered operating leases, maintaining the historical classification of the underlying lease. We do 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, 2021, ( in thousands Lease Cost Classification Twelve months ended December 31, 2021 Operating lease cost (1) Selling, general and administrative expenses $ 728 Short-term leases costs (2) Selling, general and administrative expenses 60 Sublease income (3) Selling, general and administrative expenses (115 ) Net lease cost $ 673 (1) (2) (3) We are obligated under certain noncancelable operating leases for office facilities and equipment. Future minimum lease payments under noncancelable operating leases as of December 31, 2021 are as follows: (in thousands) Gross Future Minimum Lease Payments 2022 $ 1,280 2023 675 2024 122 2025 10 2026 3 Thereafter - Total $ 2,090 Less: Interest 95 Present value of lease payments $ 1,995 We have 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, we use the incremental borrowing rate as the lease discount rate: Lease Term and Discount Rate Twelve months ended December 31, 2021 Weighted-average remaining lease term (years) Operating leases 1.80 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, 2021: (in thousands) Twelve months ended December 31, Cash paid for amounts included in measurement of liabilities 2021 2020 Cash paid for amounts included in measurement of liabilities $ 1,326 $ 1,314 Right-of-use assets obtained in exchange for new operating lease liabilities $ - $ - |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefits [Abstract] | |
Employee Benefits | 19. Employee Benefits We have a qualified defined contribution plan that covers all U.S. employees under Section 401(k) of the Internal Revenue Code. Under this plan, our stipulated basic contribution matches a portion of the participants’ contributions based upon a defined schedule for employee’s in our Performance Improvement Solutions segment. Our contributions to the plan were approximately $290 thousand and $260 thousand for the years ended December 31, 2021 and 2020, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information [Abstract] | |
Segment Information | 20. Segment Information We have 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. Examples of 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. We provide these services across all market segments through our Performance, True North, and DP Engineering subsidiaries. Example training applications include turnkey and custom training services. Contract terms are typically less than two years. The Workforce Solutions 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 our products and services 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, 2021 2020 Revenue: Performance Improvement Solutions $ 28,140 $ 32,790 Workforce Solutions 27,043 24,830 Total revenue $ 55,183 $ 57,620 Operating loss Performance Improvement Solutions $ (4,422 ) $ (2,683 ) Workforce Solutions (1,549 ) (2,076 ) Litigation - (477 ) Loss on impairment (3 ) (4,302 ) Operating loss $ (5,974 ) $ (9,538 ) Interest expense (159 ) (623 ) Gain (loss) on derivative instruments, net 19 (17 ) Other income (expense), net 16,884 (4 ) Income (loss) before taxes $ 10,770 $ (10,182 ) Additional information relating to segments is as follows: (in thousands) December 31, 2021 2020 Performance Improvement Solutions $ 23,742 $ 25,845 Workforce Solutions 15,309 13,345 Total assets $ 39,051 $ 39,190 For the years ended December 31, 2021 and 2020, 91% and 89%, respectively, of our consolidated revenue was from customers in the nuclear power industry. We design, develop and deliver business and technology solutions to the energy industry worldwide. Revenue, operating income (loss) and total assets for our United States, European, and Asian subsidiaries as of and for the years ended December 31, 2021 and 2020 are as follows: (in thousands) Year ended December 31, 2021 United States Europe Asia Eliminations Consolidated Revenue $ 54,203 $ - $ 980 $ - $ 55,183 Transfers between geographic locations 386 - 88 (474 ) - Total revenue $ 54,589 $ - $ 1,068 $ (474 ) $ 55,183 Operating income (loss) $ (3,351 ) $ (1,746 ) $ (877 ) $ - $ (5,974 ) Total assets, at December 31 $ 170,116 $ - $ 3,119 $ (134,184 ) $ 39,051 (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 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 12% and 17%, of our consolidated 2021 and 2020 revenue, respectively. Revenue from foreign countries where our customers reside were all individually less than 10% of our consolidated revenue during 2021 and 2020. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Cash paid for interest and income taxes: Interest $ 118 $ 532 Income taxes $ 129 $ 194 Noncash activity of financing insurance premium $ 890 $ 813 |
Non-consolidated Variable Inter
Non-consolidated Variable Interest Entity | 12 Months Ended |
Dec. 31, 2021 | |
Non-consolidated Variable Interest Entity [Abstract] | |
Non-consolidated Variable Interest Entity | 22. Non-consolidated Variable Interest Entity Through our wholly owned subsidiary, DP Engineering, we effectively hold a 48% membership interest in DP-NXA Consultants LLC ( “ 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 ( “ We evaluated the nature of DP Engineering’s investment in DP-NXA and determined that DP-NXA is a variable interest entity (“VIE”). Since we do not have the power to direct activities that most significantly impact DP-NXA, we cannot be DP-NXA’s primary beneficiary. Furthermore, we concluded that we do not hold a controlling financial interest in DP-NXA since NXA, the VIE’s majority owner, makes all operational and business decisions. We account for DP Engineering’s investment in DP-NXA using the equity method of accounting due to the fact DP Engineering exerts significant influence with its 48% of membership interest, but does not control the financial and operating decisions. Our maximum exposure to any losses incurred by DP-NXA is limited to DP Engineering’s investment. As of December 31, 2021, DP Engineering has not made any additional contributions to DP-NXA and we believe DP Engineering’s maximum exposure to any losses incurred by DP-NXA was not material. As of December 31, 2021, we do not have existing guarantee with or to DP-NXA, or any third-party work contracted with it. For the year ended December 31, 2021, 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, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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 us and Absolute, Joyce v. Absolute Consulting Inc :19 cv 00868 RDB On August 17, 2020, Absolute entered into a settlement agreement with the plaintiffs (the “Settlement Agreement”), with a maximum settlement amount of $1.5 million which required approval by the Court. On September 8, 2020, the Settlement Agreement was approved by the Court, and the case was dismissed, although the parties remain bound by the terms of the Settlement Agreement. On September 29, 2020, we received $952 thousand from a general escrow account, originally set up as part of our purchase of Absolute during fiscal year 2017. We presented the loss related to the above-described settlement and the benefit from the above described 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 31,2021. Following the Court’s approval, Absolute made an initial payment toward the settlement amount in the amount of $625 thousand, which amount included legal fees. After the expiration of an opt-in notice period, 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. Approximately $694 thousand was paid out in 2021. No liability remains as of December 31, 2021. Per ASC 450 Accounting for Contingencies We, from time to time, are 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 our financial position or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent Events On February 23, 2022, we entered into a S The Convertible Note is convertible into our common stock at any time after the earlier of six (6) months from issuance of the Convertible Note or the date the registration statement is effective. The conversion price of the Convertible Note is equal to $1.94, subject to customary adjustments. The Convertible Note will reach maturity in February of 2024 one third The Warrant entitles Lind Global to purchase up to 1,283,732 shares of our common stock until February 23, 2027, at an exercise price of $1.94 per share, subject to customary adjustments described therein. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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, Inc. 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, we evaluate 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 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 ( “ ” 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 We derive our 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 Workforce Solutions 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 PCS on the software. We generally have two main performance obligations for an SDB contract: (1) the training simulator build and (2) the PCS 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 over time as control transfers to a customer. Estimated contract costs are reviewed and revised periodically during the contract period, and the cumulative effect of any change in estimates is recognized in the period in which the change is identified. Estimated losses are recognized in the period such losses become known. 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 our revenue recognition as a significant change in the estimates can cause our revenue and related margins to change significantly from previous estimates. Management judgments and estimates involved in the initial creation and subsequent updates to our estimates-at-completion and related profit recognized are critical for 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 SDB contracts generally provide a one-year base warranty on the systems. The base warranty will not be accounted for as a separate performance obligation under the contract because it does not provide the customer with a service in addition to the assurance that the completed project complies with agreed-upon specifications. Warranties extended beyond our typical one-year period will be evaluated on a case-by-case basis to determine if it provides more than just assurance that the product operates as intended, which requires carve-out as a separate performance obligation. Revenue from the sale of perpetual standalone and term software licenses, which do not require significant modification or customization, is recognized upon its delivery to the customer. Revenue from the sale of 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 T&M based or fixed-price based. Under a typical T&M contract, we are 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). Contract asset relates to performance under the contract for obligations that are satisfied but not yet billed, which we classify as contract receivables, net. 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 (contract receivables, net) 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 $0.9 million and $1.0 million for the years ended December 31, 2021 and 2020, respectively. Of these amounts, the Company capitalized approximately $0.3 million and $0.3 million for the years ended December 31, 2021 and 2020, 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 . On an annual basis, or more frequently as conditions indicate, we assess 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 cost we 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 our consolidated balance sheets. |
Goodwill and intangible assets | Goodwill and intangible assets Our intangible assets include amounts recognized in connection with business acquisitions, including customer relationships, trade names, non-compete agreements and alliance agreements. Our 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. We do not have any intangible assets with indefinite useful lives. Goodwill represents the excess of costs over fair value of assets of businesses acquired. 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) Workforce Solutions. 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, ASU 2017-04 permits eliminating two step approach when there is indication of impairment. During the first quarter of fiscal 2020, We determined that the impact of the COVID-19 pandemic on our 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 each of our reporting units exceeded the carrying value and thus there was no impairment as of the period ended March 31, 2020. We completed our annual quantitative step 1 analysis as of December 31, 2021 and 2020 and concluded that the fair values of each of our reporting units exceeded their respective carrying values. 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. We make certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of our reporting units. |
Foreign currency translation | Foreign currency translation The United States Dollar (USD) is our functional currency and that of our 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 shareholders’ 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 our current liability for federal, state and foreign income taxes and the change in our 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, 2021, we have a concentration of revenue from one individual customer, which accounted for 13.8% of our consolidated revenue. 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. No other individual customer accounted for more than 10% of our consolidated revenue in 2021 or 2020. As of December 31, 2021 and 2020, we have no customer that accounted over 10% 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, we utilize forward foreign currency exchange contracts to manage market risks associated with the fluctuations in foreign currency exchange rates. It is our 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. We minimize credit exposure by limiting counterparties to nationally recognized financial institutions. We do not have such derivative instruments as of December 31, 2021. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Recent Accounting Pronouncements [Abstract] | |
Accounting pronouncements recently adopted | Accounting pronouncements recently adopted In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities, Investments – Equity Method and Joint Ventures, and Derivatives and Hedging, which provides clarity for companies that hold equity securities at cost to first update the fair value of an investment, immediately prior to applying the Equity Method of Accounting; or clarity for companies that enter into forward contracts to purchase additional shares of an equity security that would then require the investee to account for the investment via the Equity Method. This ASU is applicable for public companies starting with fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. We adopted ASU 2020-01 on January 1, 2021. This standard did not have a significant impact to our consolidated financial statements since we do not currently hold any investments at cost. In September 2020, the FASB issued ASU 2020-10, Codification Improvements, which is part of an ongoing attempt to improve the consistency of the codification. Previously the option to disclose information in the notes to the financial statements was in one of two sections: Disclosure Section (Section 50) or Other Presentation Matters (Section 45). ASU 2020-10 conforms the disclosure requirements into Section 50 and provides additional information on specific guidance that was previously unclear or not included in the codification. This ASU is applicable for public companies starting with fiscal years beginning after December 15, 2020, with early adoption available for interim and annual financial statements not already filed and using the retrospective approach. However, the FASB does not believe that this should change any of the current reporting or disclosure requirements. We adopted ASU 2020-10 on January 1, 2021. The adoption of this standard did not have a material impact to our consolidated financial statements. |
Accounting pronouncements not yet adopted | Accounting pronouncements not yet adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for availablefor- debt securities and requires the entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. The standard also indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. On October 16, 2019, the FASB voted to defer the deadlines for private companies and certain small public companies, including smaller reporting companies, to implement the new accounting standards on credit losses. The new effective date is January 1, 2023. As a smaller reporting company, we have elected to defer adoption in line with new deadlines and are currently evaluating the effects, if any, that the adoption of this guidance will have on our consolidated financial position, results of operations and cash flows. 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, 2021 | |
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, 2021 2020 Numerator: Net income (loss) attributed to common shareholders $ 10,607 $ (10,537 ) Denominator: Weighted-average shares outstanding for basic earnings per share 20,761,191 20,439,157 Effect of dilutive securities: Dilutive RSU shares outstanding - - Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 20,761,191 20,439,157 Shares related to dilutive securities excluded because inclusion would be anti-dilutive - - |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020, along with the reportable segment for each category: ( in thousands Twelve Months Ended December 31, 2021 2020 Performance Improvement Solutions segment System Design and Build $ 6,168 $ 11,197 Point in time - 316 Over time 6,168 10,881 Software 4,767 3,873 Point in time 343 1,411 Over time 4,424 2,462 Training and Consulting Services 17,316 17,720 Point in time 1,846 110 Over time 15,470 17,610 Workforce Solutions segment Training and Consulting Services 26,932 24,830 Point in time 476 21 Over time 26,456 24,809 Total revenue $ 55,183 $ 57,620 |
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, 2021 December 31, 2020 Billings in excess of revenue earned (BIE) $ 5,029 $ 5,285 Revenue recognized in the period from amounts included in BIE at the beginning of the period $ 4,708 6,691 |
Restructuring Expenses (Tables)
Restructuring Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring Expenses [Abstract] | |
Abandoned Square Footage and Right of Use Asset | The following table shows the abandoned square footage and right of use asset details: Sykesville Fort Worth 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 2021 Restructuring Costs Total 2020 Restructuring Costs Restructuring Costs Lease termination costs $ (10 ) $ - International restructuring 808 1,119 Employee termination benefits - 178 Total $ 798 $ 1,297 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets Customer relationships $ 8,628 $ (6,432 ) $ 2,196 Trade names 1,689 (1,108 ) 581 Developed technology 471 (471 ) - Non-contractual customer relationships 433 (433 ) - Noncompete agreement 527 (429 ) 98 Alliance agreement 527 (382 ) 145 Others 167 (167 ) - Total $ 12,442 $ (9,422 ) $ 3,020 (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 |
Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense related to definite-lived intangible assets totaled 1.2 million and $1.9 million for the years ended December 31, 2021 and 2020, 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: 2022 $ 910 2023 640 2024 435 2025 334 2026 266 Thereafter 435 $ 3,020 |
Net Carrying Amount of Goodwill | There were no changes in goodwill during 2019 to 2020 and 2020 to 2021: (in thousands) Goodwill Impairment Net Performance Improvement Solutions $ 8,278 $ (3,370 ) $ 4,908 Workforce Solutions 8,431 - 8,431 Net book value at December 31, 2021 $ 16,709 $ (3,370 ) $ 13,339 |
Contract Receivables (Tables)
Contract Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Billed receivables $ 6,124 $ 5,694 Unbilled receivables 6,143 5,160 Allowance for doubtful accounts (1,010 ) (360 ) Total contract receivables, net $ 11,257 $ 10,494 |
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, 2021 2020 Beginning balance $ 360 $ 458 Current year (recovery) provision 678 103 Current year write-offs (28 ) (201 ) Ending balance $ 1,010 $ 360 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Income tax receivable $ 129 $ 136 Prepaid expenses 933 883 Other current assets 4,200 535 Total $ 5,262 $ 1,554 |
Equipment, Software and Lease_2
Equipment, Software and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Computer and equipment $ 2,270 $ 2,229 Software 2,150 1,695 Leasehold improvements 659 660 Furniture and fixtures 839 848 5,918 5,432 Accumulated depreciation (5,079 ) (4,816 ) Equipment, software and leasehold improvements, net $ 839 $ 616 |
Product Warranty (Tables)
Product Warranty (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Beginning balance $ 922 $ 1,323 Current year provision (43 ) (205 ) Current year claims (133 ) (203 ) Currency adjustment 2 7 Ending balance $ 748 $ 922 |
Activity in Warranty Accounts | The current and non-current warranty balance is as follows: December 31, 2021 2020 Current $ 667 $ 665 Non-current 81 257 Total Warranty $ 748 $ 922 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021: 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 $ 15 $ - $ - $ 15 Total assets $ 15 $ - $ - $ 15 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 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments [Abstract] | |
Net Gain (Loss) on Derivative Instruments | For the years ended December 31, 2021 and 2020, we recognized a net (loss) gain on its derivative instruments as outlined below: Years ended December 31, (in thousands) 2021 2020 Foreign exchange contracts- change in fair value $ - $ 17 Interest rate swap - change in fair value - (49 ) Remeasurement of related contract receivables and billings in excess of revenue earned 19 15 $ 19 $ (17 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Domestic $ 13,351 $ (13,834 ) Foreign (2,581 ) 3,652 Total $ 10,770 $ (10,182 ) |
Provision (Benefit) For Income Taxes | The provision (benefit) for income taxes is as follows: (in thousands) Years ended December 31, 2021 2020 Current: Federal $ (75 ) $ 3 State 74 67 Foreign 71 285 Subtotal 70 355 Deferred: Federal 48 - State 45 - Foreign - - Subtotal 93 - Total $ 163 $ 355 |
Effective Income Tax Rate Reconciliation | The effective income tax rate for the years ended December 31, 2021 and 2020 differed from the statutory federal income tax rate as presented below: Effective Tax Rate percentage (%) Years ended December 31, 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 2.1 % 3.7 % Effect of foreign operations (0.2 )% (0.9 )% Effect of foreign restructuring 2.3 % (6.7 )% Change in valuation allowance 2.3 % (15.6 )% PPP Loan Forgiveness (19.5 )% 0.0 % Meals and Entertainment 0.0 % (0.4 )% Stock-based compensation 1.0 % (2.2 )% GILTI Inclusion 0.0 % (0.2 )% Uncertain Tax Positions (7.5 )% (2.5 )% Prior year reconciling items 0.0 % 0.3 % Effective tax rate 1.5 % (3.5 )% |
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, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 6,180 $ 5,406 Accruals 122 387 Reserves 434 309 Alternative minimum tax credit carryforwards - 69 Stock-based compensation expense 172 251 Intangible assets 2,368 2,362 Goodwill 892 995 Operating lease liability 472 747 Fixed Assets 29 - Other 243 271 Total deferred tax asset 10,912 10,797 Valuation allowance (9,410 ) (9,165 ) Total deferred tax asset less valuation allowance 1,502 1,632 Deferred tax liabilities: Software development costs (135 ) (164 ) Fixed assets - (22 ) Indefinite-lived intangibles (1,190 ) (967 ) Operating lease - right of use asset (253 ) (379 ) Other (17 ) (100 ) Total deferred tax liability (1,595 ) (1,632 ) Net deferred tax liability $ (93 ) $ - |
Uncertain Tax Liabilities | The following table outlines our 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, 2020 $ 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 Increases 6 50 - - - 61 - 9 - 3 129 Decreases - - (14 ) (10 ) (38 ) - - - (793 ) (12 ) (867 ) Balance, December 31, 2021 $ 220 $ 428 $ - $ - $ 644 $ 335 $ 45 $ 30 $ - $ - $ 1,702 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation [Abstract] | |
Restricted Stock Units | During the years ended December 31, 2021 and 2020, we 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 as market-based results achieved, 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, 2021 and 2020. Number of Shares Weighted Average Fair Value 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 Nonvested RSUs at January 1, 2021 1,719,732 $ 1.36 RSUs granted 983,661 1.69 RSUs forfeited (631,367 ) 0.88 RSUs vested (476,361 ) 1.71 Nonvested RSUs at December 31, 2021 1,595,665 $ 1.77 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Classification of Operating ROU Assets and Lease Liabilities on the Balance Sheet | 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, 2021 December 31, 2020 Leased Assets Operating lease - right of use assets Long term assets $ 1,200 $ 1,562 Lease Liabilities Operating lease liabilities - Current Other current liabilities 1,205 1,138 Operating lease liabilities Long term liabilities 790 1,831 $ 1,995 $ 2,969 |
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, 2021, ( in thousands Lease Cost Classification Twelve months ended December 31, 2021 Operating lease cost (1) Selling, general and administrative expenses $ 728 Short-term leases costs (2) Selling, general and administrative expenses 60 Sublease income (3) Selling, general and administrative expenses (115 ) Net lease cost $ 673 (1) (2) (3) |
Future Minimum Lease Payments | We are obligated under certain noncancelable operating leases for office facilities and equipment. Future minimum lease payments under noncancelable operating leases as of December 31, 2021 are as follows: (in thousands) Gross Future Minimum Lease Payments 2022 $ 1,280 2023 675 2024 122 2025 10 2026 3 Thereafter - Total $ 2,090 Less: Interest 95 Present value of lease payments $ 1,995 |
Operating Lease Weighted Average Remaining Lease Term And Discount Rate | We have 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, we use the incremental borrowing rate as the lease discount rate: Lease Term and Discount Rate Twelve months ended December 31, 2021 Weighted-average remaining lease term (years) Operating leases 1.80 Weighted-average discount rate Operating leases 5.00 % |
Classification of Lease Payments in the Statement of Cash Flows | 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, 2021: (in thousands) Twelve months ended December 31, Cash paid for amounts included in measurement of liabilities 2021 2020 Cash paid for amounts included in measurement of liabilities $ 1,326 $ 1,314 Right-of-use assets obtained in exchange for new operating lease liabilities $ - $ - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Revenue: Performance Improvement Solutions $ 28,140 $ 32,790 Workforce Solutions 27,043 24,830 Total revenue $ 55,183 $ 57,620 Operating loss Performance Improvement Solutions $ (4,422 ) $ (2,683 ) Workforce Solutions (1,549 ) (2,076 ) Litigation - (477 ) Loss on impairment (3 ) (4,302 ) Operating loss $ (5,974 ) $ (9,538 ) Interest expense (159 ) (623 ) Gain (loss) on derivative instruments, net 19 (17 ) Other income (expense), net 16,884 (4 ) Income (loss) before taxes $ 10,770 $ (10,182 ) |
Reconciliation of Assets from Segment to Consolidated | Additional information relating to segments is as follows: (in thousands) December 31, 2021 2020 Performance Improvement Solutions $ 23,742 $ 25,845 Workforce Solutions 15,309 13,345 Total assets $ 39,051 $ 39,190 |
Segment Reporting Information, by Segment | For the years ended December 31, 2021 and 2020, 91% and 89%, respectively, of our consolidated revenue was from customers in the nuclear power industry. We design, develop and deliver business and technology solutions to the energy industry worldwide. Revenue, operating income (loss) and total assets for our United States, European, and Asian subsidiaries as of and for the years ended December 31, 2021 and 2020 are as follows: (in thousands) Year ended December 31, 2021 United States Europe Asia Eliminations Consolidated Revenue $ 54,203 $ - $ 980 $ - $ 55,183 Transfers between geographic locations 386 - 88 (474 ) - Total revenue $ 54,589 $ - $ 1,068 $ (474 ) $ 55,183 Operating income (loss) $ (3,351 ) $ (1,746 ) $ (877 ) $ - $ (5,974 ) Total assets, at December 31 $ 170,116 $ - $ 3,119 $ (134,184 ) $ 39,051 (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 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Disclosure of Cash Flow Information [Abstract] | |
Supplemental Disclosure of Cash Flow Information | (in thousands) Year ended December 31, 2021 2020 Cash paid for interest and income taxes: Interest $ 118 $ 532 Income taxes $ 129 $ 194 Noncash activity of financing insurance premium $ 890 $ 813 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)ObligationSegmentStream | Dec. 31, 2020USD ($) | |
Revenue Recognition [Abstract] | |||
Number of broad revenue streams | Stream | 3 | ||
Number of performance obligations | Obligation | 2 | ||
Warranty terms for SDB contracts | 1 year | ||
Development Expenditures [Abstract] | |||
Development expenditures | $ 900 | $ 1,000 | |
Capitalized software development costs | $ 270 | 328 | |
Software Development Costs [Abstract] | |||
Software development costs useful life | 3 years | ||
Goodwill and Intangible Assets [Abstract] | |||
Loss on impairment | $ 4,300 | $ 3 | $ 4,302 |
Number of reporting segments | Segment | 2 | ||
Number of operating segments | Segment | 2 | ||
Equipment, Software and Leasehold Improvements, net [Member] | Minimum [Member] | |||
Equipment, Software and Leasehold Improvements [Abstract] | |||
Estimated useful life | 3 years | ||
Equipment, Software and Leasehold Improvements, net [Member] | Maximum [Member] | |||
Equipment, Software and Leasehold Improvements [Abstract] | |||
Estimated useful life | 10 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies, Concentration of Credit Risk (Details) - Revenue [Member] - Customer Concentration Risk [Member] - Customer | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue by major customers [Abstract] | ||
Number of major customers | 1 | 1 |
Customer One [Member] | ||
Revenue by major customers [Abstract] | ||
Percentage contributed by major customers | 13.80% | 14.10% |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator [Abstract] | ||
Net income (loss) attributed to common shareholders | $ 10,607 | $ (10,537) |
Denominator [Abstract] | ||
Weighted-average shares outstanding for basic earnings per share (in shares) | 20,761,191 | 20,439,157 |
Effect of dilutive securities [Abstract] | ||
Dilutive RSU shares outstanding (in shares) | 0 | 0 |
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share (in shares) | 20,761,191 | 20,439,157 |
Shares related to dilutive securities excluded because inclusion would be anti-dilutive (in shares) | 0 | 0 |
Coronavirus Aid, Relief and E_2
Coronavirus Aid, Relief and Economic Security Act (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Retention Credits [Abstract] | ||||
Tax benefit recognized | $ 163 | $ 355 | ||
Paycheck Protection Program [Member] | ||||
Debt Instruments [Abstract] | ||||
Other income | 10,100 | |||
Paycheck Protection Program Loan [Abstract] | ||||
Amount received from Paycheck Protection Program | $ 10,000 | $ 10,000 | ||
Interest rate | 1.00% | 1.00% | ||
Employee Retention Credits [Member] | ||||
Debt Instruments [Abstract] | ||||
Other income | $ 7,200 | |||
Employee Retention Credits [Abstract] | ||||
Refund of employee retention credit | 5,000 | |||
Tax benefit recognized | 2,200 | |||
Refund of employee retention credit received | $ 200 | 900 | ||
Refund of employee retention credit receivable | $ 4,100 | $ 4,100 | ||
Employee Retention Credits [Member] | Subsequent Event [Member] | ||||
Employee Retention Credits [Abstract] | ||||
Refund of employee retention credit received | $ 1,100 |
Revenue (Details)
Revenue (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Stream | Dec. 31, 2020USD ($) | |
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 55,183 | $ 57,620 |
Number of broad revenue streams | Stream | 3 | |
Contract with Customer, Asset and Liability [Abstract] | ||
Billings in excess of revenue earned (BIE) | $ 5,029 | 5,285 |
Revenue recognized in the period from amounts included in Billings-in-Excess of Revenue Earned at the beginning of the period | 4,708 | 6,691 |
Amount of revenue recognized related to performance obligations satisfied in previous periods | 26 | |
Revenue, Performance Obligation [Abstract] | ||
Remaining performance obligation | $ 21,200 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31 | ||
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 | $ 28,140 | 32,790 |
Performance Improvement Solutions [Member] | System Design and Build [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 6,168 | 11,197 |
Performance Improvement Solutions [Member] | System Design and Build [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 0 | 316 |
Performance Improvement Solutions [Member] | System Design and Build [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 6,168 | 10,881 |
Performance Improvement Solutions [Member] | Software [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 4,767 | 3,873 |
Performance Improvement Solutions [Member] | Software [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 343 | 1,411 |
Performance Improvement Solutions [Member] | Software [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 4,424 | 2,462 |
Performance Improvement Solutions [Member] | Training and Consulting Services [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 17,316 | 17,720 |
Performance Improvement Solutions [Member] | Training and Consulting Services [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 1,846 | 110 |
Performance Improvement Solutions [Member] | Training and Consulting Services [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 15,470 | 17,610 |
Workforce Solutions [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 27,043 | 24,830 |
Workforce Solutions [Member] | Training and Consulting Services [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 26,932 | 24,830 |
Workforce Solutions [Member] | Training and Consulting Services [Member] | Point in Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | 476 | 21 |
Workforce Solutions [Member] | Training and Consulting Services [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Abstract] | ||
Revenue | $ 26,456 | $ 24,809 |
Restructuring Expenses (Details
Restructuring Expenses (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Dec. 31, 2021USD ($)ft²Position | Dec. 31, 2020USD ($)OfficeEngineer | Dec. 01, 2019ft² | |
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 | 798 | $ 1,297 | ||
Restructuring Costs [Abstract] | ||||
Restructuring costs | $ 798 | 1,297 | ||
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 | |||
Fort Worth [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 and Related Cost, Positions Eliminated [Abstract] | ||||
Lease abandonment restructuring charges | 0 | 1,500 | ||
Lease Termination Costs [Member] | ||||
Restructuring Costs [Abstract] | ||||
Restructuring costs | $ (10) | $ 0 | ||
International Restructuring [Member] | ||||
Restructuring and Related Cost, Positions Eliminated [Abstract] | ||||
Restructuring and related cost, expected number of positions eliminated | Position | 40 | |||
Total Restructuring charges | $ 3,900 | |||
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 | 800 | $ 1,000 | ||
Restructuring Costs [Abstract] | ||||
Restructuring costs | 808 | 1,119 | ||
International Restructuring [Member] | Fort Worth [Member] | ||||
Restructuring and Related Cost, Positions Eliminated [Abstract] | ||||
Early termination fees related to lease | $ 300 | |||
Restructuring Costs [Abstract] | ||||
Restructuring costs | 200 | |||
Employee Termination Benefits [Member] | ||||
Restructuring Costs [Abstract] | ||||
Restructuring costs | $ 0 | $ 178 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets [Abstract] | |||
Impairment charges | $ 4,300 | $ 3 | $ 4,302 |
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 12,442 | 16,744 | |
Accumulated amortization | (9,422) | (8,208) | |
Impact of Impairment | (4,302) | ||
Net | 3,020 | 4,234 | |
Amortization of intangible assets | 1,213 | 1,943 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | 910 | ||
2023 | 640 | ||
2024 | 435 | ||
2025 | 334 | ||
2026 | 266 | ||
Thereafter | 435 | ||
Total | 3,020 | 4,234 | |
Goodwill, Impaired [Abstract] | |||
Goodwill | 16,709 | ||
Impairment | (3,370) | ||
Net | 13,339 | 13,339 | |
Customer Relationships [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 8,628 | 11,730 | |
Accumulated amortization | (6,432) | (5,504) | |
Impact of Impairment | (3,102) | ||
Net | 2,196 | 3,124 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 2,196 | 3,124 | |
Trade Names [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 1,689 | 2,467 | |
Accumulated amortization | (1,108) | (1,020) | |
Impact of Impairment | (778) | ||
Net | 581 | 669 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 581 | 669 | |
Developed Technology [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 471 | 471 | |
Accumulated amortization | (471) | (471) | |
Impact of Impairment | 0 | ||
Net | 0 | 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 | ||
Net | 0 | 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 | 527 | 949 | |
Accumulated amortization | (429) | (336) | |
Impact of Impairment | (422) | ||
Net | 98 | 191 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 98 | 191 | |
Alliance Agreement [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 527 | 527 | |
Accumulated amortization | (382) | (277) | |
Impact of Impairment | 0 | ||
Net | 145 | 250 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 145 | 250 | |
Others [Member] | |||
Amortized Intangible Assets [Abstract] | |||
Gross carrying amount | 167 | 167 | |
Accumulated amortization | (167) | (167) | |
Impact of Impairment | 0 | ||
Net | 0 | 0 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 0 | $ 0 | |
Performance Improvement Solutions [Member] | |||
Goodwill, Impaired [Abstract] | |||
Goodwill | 8,278 | ||
Impairment | (3,370) | ||
Net | 4,908 | ||
Workforce Solutions [Member] | |||
Goodwill, Impaired [Abstract] | |||
Goodwill | 8,431 | ||
Impairment | 0 | ||
Net | $ 8,431 |
Contract Receivables (Details)
Contract Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract Receivables [Abstract] | ||
Maximum term of contract receivables | 12 months | |
Components of contract receivables [Abstract] | ||
Billed receivables | $ 6,124 | $ 5,694 |
Unbilled receivables | 6,143 | 5,160 |
Allowance for doubtful accounts | (1,010) | (360) |
Total contract receivables, net | 11,257 | 10,494 |
Impairment of unbilled receivables | 824 | |
Recovery of bad debt | 133 | |
Subsequent Billing | 2,100 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning balance | 360 | 458 |
Bad debt (recovery) provision | 678 | 103 |
Current year write-offs | (28) | (201) |
Ending balance | $ 1,010 | $ 360 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets [Abstract] | ||||
Income tax receivable | $ 129 | $ 129 | $ 136 | |
Prepaid expenses | 933 | 933 | 883 | |
Other current assets | 4,200 | 4,200 | 535 | |
Total prepaid expenses and other current assets | 5,262 | 5,262 | $ 1,554 | |
Employee Retention Credits [Member] | ||||
Employee Retention Credits [Abstract] | ||||
Refund of employee retention credit received | $ 200 | $ 900 | ||
Employee Retention Credits [Member] | Subsequent Event [Member] | ||||
Employee Retention Credits [Abstract] | ||||
Refund of employee retention credit received | $ 1,100 |
Equipment, Software and Lease_3
Equipment, Software and Leasehold Improvements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | $ 5,918 | $ 5,432 |
Accumulated depreciation | (5,079) | (4,816) |
Equipment, software and leasehold improvements, net | 839 | 616 |
Depreciation | 284 | 330 |
Computer and Equipment [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | 2,270 | 2,229 |
Software [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | 2,150 | 1,695 |
Capitalization of internal-use software cost | 500 | |
Leasehold Improvements [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | 659 | 660 |
Furniture and Fixtures [Member] | ||
Equipment, Software and Leasehold Improvements, Net [Abstract] | ||
Equipment, software and leasehold improvements | $ 839 | $ 848 |
Product Warranty (Details)
Product Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Activities in product warranty account [Abstract] | ||
Balance at beginning of period | $ 922 | $ 1,323 |
Current year provision | (43) | (205) |
Current year claims | (133) | (203) |
Currency adjustment | 2 | 7 |
Balance at end of period | 748 | 922 |
Standard Product Warranty Accrual, Balance Sheet Classification [Abstract] | ||
Current | 667 | 665 |
Non-current | 81 | 257 |
Total Warranty | $ 748 | $ 922 |
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, 2021 | Dec. 31, 2020 | |
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 | 15 | 435 |
Total assets | 15 | 435 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets and Liabilities Measured at Fair Value [Abstract] | ||
Money market funds | 15 | 435 |
Total assets | 15 | 435 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets and Liabilities Measured at Fair Value [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets and Liabilities Measured at Fair Value [Abstract] | ||
Money market funds | 0 | 0 |
Total assets | $ 0 | $ 0 |
Debt (Details)
Debt (Details) | Mar. 31, 2022USD ($) | Feb. 23, 2022 | Nov. 12, 2021USD ($) | Nov. 01, 2021USD ($) | May 11, 2018USD ($) | Dec. 29, 2016USD ($) | Mar. 29, 2021USD ($) | Dec. 31, 2021USD ($)Letter | Dec. 31, 2020USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) |
Line of Credit Facility [Abstract] | ||||||||||||||||||
Repayment on line of credit | $ 1,989,000 | $ 1,746,000 | ||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Line of credit facility expiration period | 3 years | |||||||||||||||||
Line of credit | $ 5,000,000 | 3,250,000 | ||||||||||||||||
Amount available at the reporting date | 0 | |||||||||||||||||
Long-term debt | $ 1,800,000 | |||||||||||||||||
Number of letters of credit | Letter | 4 | |||||||||||||||||
Outstanding letter of credit balance | $ 1,100,000 | |||||||||||||||||
Letters of credit reserved for issuance | 500,000 | |||||||||||||||||
Ninth Amendment and Reaffirmation Agreement [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Fixed charge coverage ratio | 1.10 | 1.10 | ||||||||||||||||
Amendment fee amount | $ 25,000 | |||||||||||||||||
Ninth Amendment and Reaffirmation Agreement [Member] | Plan [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Fixed charge coverage ratio | 2.75 | 3 | 2 | 2 | 2 | 2 | 2 | 2.50 | 3.25 | |||||||||
Ninth Amendment and Reaffirmation Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Liquidity | $ 2,500,000 | |||||||||||||||||
Line of credit | $ 3,750,000 | $ 4,250,000 | ||||||||||||||||
Repayment on line of credit | 500,000 | |||||||||||||||||
Amount available at the reporting date | 500,000 | |||||||||||||||||
Periodic payment | $ 500,000 | |||||||||||||||||
Ninth Amendment and Reaffirmation Agreement [Member] | Revolving Credit Facility [Member] | Plan [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Line of credit | $ 3,500,000 | |||||||||||||||||
Amount available at the reporting date | $ 75,000 | |||||||||||||||||
Tenth Amendment and Reaffirmation Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Line of credit | $ 3,500,000 | |||||||||||||||||
Liquidity | $ 2,250,000 | |||||||||||||||||
Repayment on line of credit | 250,000 | |||||||||||||||||
Decrease forgiveness of line of credit | $ 250,000 | |||||||||||||||||
Periodic payment | 250,000 | |||||||||||||||||
Amendment fee amount | 15,000 | |||||||||||||||||
Basis points | 0.75% | |||||||||||||||||
Tenth Amendment and Reaffirmation Agreement [Member] | Revolving Credit Facility [Member] | Plan [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Decrease forgiveness of line of credit future payments | $ 37,500 | |||||||||||||||||
Periodic payment | $ 75,000 | $ 250,000 | ||||||||||||||||
Tenth Amendment and Reaffirmation Agreement [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Employee retention credits aggregate amount | $ 500,000 | |||||||||||||||||
Term Loan [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Line of credit facility expiration period | 18 months | |||||||||||||||||
Line of credit | $ 25,000,000 | |||||||||||||||||
Maturity date | May 11, 2023 | |||||||||||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||||||||||
Line of Credit Facility [Abstract] | ||||||||||||||||||
Maturity date | Feb. 29, 2024 | |||||||||||||||||
Debt instrument term | 2 years |
Derivative Instruments, Foreign
Derivative Instruments, Foreign Exchange Contracts (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Derivative Instruments [Abstract] | |
Foreign exchange contract outstanding | $ 0 |
Derivative Instruments, (Loss)
Derivative Instruments, (Loss) Gain on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Gain (Loss) on Derivative Instruments [Abstract] | ||
Foreign exchange contracts- change in fair value | $ 0 | $ 17 |
Interest rate swap - change in fair value | 0 | (49) |
Remeasurement of related contract receivables and billings in excess of revenue earned | 19 | 15 |
Gain (loss) on derivative instruments, net | $ 19 | $ (17) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income (Loss) Before Income Taxes [Abstract] | ||
Domestic | $ 13,351 | $ (13,834) |
Foreign | (2,581) | 3,652 |
Income (loss) before taxes | 10,770 | (10,182) |
Current [Abstract] | ||
Federal | (75) | 3 |
State | 74 | 67 |
Foreign | 71 | 285 |
Subtotal | 70 | 355 |
Deferred [Abstract] | ||
Federal | 48 | 0 |
State | 45 | 0 |
Foreign | 0 | 0 |
Subtotal | 93 | 0 |
Total | $ 163 | $ 355 |
Effective Income Tax Rate, Reconciliation [Abstract] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | 2.10% | 3.70% |
Effect of foreign operations | (0.20%) | (0.90%) |
Effect of foreign restructuring | 2.30% | (6.70%) |
Change in valuation allowance | 2.30% | (15.60%) |
PPP Loan Forgiveness | (19.50%) | 0.00% |
Meals and entertainment | 0.00% | (0.40%) |
Stock based compensation | 1.00% | (2.20%) |
GILTI Inclusion | 0.00% | (0.20%) |
Uncertain tax positions | (7.50%) | (2.50%) |
Prior year reconciling items | 0.00% | 0.30% |
Effective tax rate | 1.50% | (3.50%) |
Deferred tax assets [Abstract] | ||
Net operating loss carryforwards | $ 6,180 | $ 5,406 |
Accruals | 122 | 387 |
Reserves | 434 | 309 |
Alternative minimum tax credit carryforwards | 0 | 69 |
Stock-based compensation expense | 172 | 251 |
Intangible assets | 2,368 | 2,362 |
Goodwill | 892 | 995 |
Operating lease liability | 472 | 747 |
Fixed Assets | 29 | 0 |
Other | 243 | 271 |
Total deferred tax asset | 10,912 | 10,797 |
Valuation allowance | (9,410) | (9,165) |
Total deferred tax assets less valuation allowance | 1,502 | 1,632 |
Deferred tax liabilities [Abstract] | ||
Software development costs | (135) | (164) |
Fixed assets | 0 | (22) |
Indefinite-lived intangibles | (1,190) | (967) |
Operating Lease - Right of Use Asset | (253) | (379) |
Other | (17) | (100) |
Total deferred tax liability | (1,595) | (1,632) |
Net deferred tax asset | (93) | 0 |
Operating Loss Carryforwards, expiration dates [Line Items] | ||
Deferred tax assets, operating loss carryforwards, domestic | 6,200 | |
Deferred tax assets, operating loss carryforwards, domestic, expiring | 4,500 | |
Deferred tax assets, operating loss carryforwards, domestic, indefinite lived | 1,700 | |
Income Tax Examination [Line Items] | ||
Cash and cash equivalents | $ 3,550 | 6,702 |
Minimum [Member] | ||
Operating Loss Carryforwards, expiration dates [Line Items] | ||
Operating loss carryforwards, expiration date | Dec. 31, 2023 | |
Maximum [Member] | ||
Operating Loss Carryforwards, expiration dates [Line Items] | ||
Operating loss carryforwards, expiration date | Dec. 31, 2037 | |
U.S. Federal and State Tax Authority [Member] | ||
Income Tax Examination [Line Items] | ||
Income tax examination, year under examination | 2000 | |
Foreign [Member] | ||
Income Tax Examination [Line Items] | ||
Income tax examination, year under examination | 2016 | |
Cash and cash equivalents | $ 1,200 | $ 3,100 |
Income Taxes, Uncertain Tax Lia
Income Taxes, Uncertain Tax Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Federal [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | $ 793 | $ 793 |
Increases | 0 | 0 |
Decreases | (793) | 0 |
Ending balance | 0 | 793 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 9 | 6 |
Increases | 3 | 3 |
Decreases | (12) | 0 |
Ending balance | 0 | 9 |
Foreign [Member] | ||
Uncertain Tax Liabilities, Total [Roll Forward] | ||
Beginning balance | 2,440 | 2,188 |
Increases | 129 | 366 |
Decreases | (867) | (114) |
Ending balance | 1,702 | 2,440 |
Foreign [Member] | China [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 214 | 201 |
Increases | 6 | 13 |
Decreases | 0 | 0 |
Ending balance | 220 | 214 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 378 | 318 |
Increases | 50 | 60 |
Decreases | 0 | 0 |
Ending balance | 428 | 378 |
Foreign [Member] | Ukraine [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 14 | 78 |
Increases | 0 | 0 |
Decreases | (14) | (64) |
Ending balance | 0 | 14 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 10 | 60 |
Increases | 0 | 0 |
Decreases | (10) | (50) |
Ending balance | 0 | 10 |
Foreign [Member] | South Korea [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 682 | 554 |
Increases | 0 | 128 |
Decreases | (38) | 0 |
Ending balance | 644 | 682 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 274 | 178 |
Increases | 61 | 96 |
Decreases | 0 | 0 |
Ending balance | 335 | 274 |
Foreign [Member] | U.K. [Member] | ||
Tax [Roll Forward] | ||
Beginning balance | 45 | 0 |
Increases | 0 | 45 |
Decreases | 0 | 0 |
Ending balance | 45 | 45 |
Interest and Penalties [Roll Forward] | ||
Beginning balance | 21 | 0 |
Increases | 9 | 21 |
Decreases | 0 | 0 |
Ending balance | $ 30 | $ 21 |
Capital Stock (Details)
Capital Stock (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 |
The Plan [Member] | ||
Share-based Compensation [Abstract] | ||
Common stock reserved for issuance (in shares) | 7,500,000 | |
Shares under options outstanding (in shares) | 0 | |
Shares reserved upon vesting of restricted stock units (in shares) | 1,595,665 | |
Shares available for future grants (in shares) | 1,266,479 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 23, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Incentive Plan [Abstract] | |||
Share based compensation expense | $ 1,000 | $ 400 | |
Deferred income tax expense (benefits) | 111 | 220 | |
Stock based compensation expense related to cash-settled RSU's | 0 | $ 0 | |
Weighted Average Fair Value [Roll Forward] | |||
Unrecognized compensation expense | $ 700 | ||
Weighted average remaining service period | 1 year 2 months 12 days | ||
Subsequent Event [Member] | |||
Long-term Incentive Plan [Abstract] | |||
Purchase of warrant to acquire shares of common stock (in shares) | 1,283,732 | ||
Convertible Promissory Note [Member] | Subsequent Event [Member] | |||
Long-term Incentive Plan [Abstract] | |||
Debt instrument term | 2 years | ||
Debt instrument face amount | $ 5,750 | ||
Restricted Stock Units [Member] | |||
Number of Shares [Roll Forward] | |||
Nonvested RSUs, beginning balance (in shares) | 1,719,732 | 1,973,725 | |
RSUs granted (in shares) | 983,661 | 689,000 | |
RSUs forfeited (in shares) | (631,367) | (534,052) | |
RSUs vested (in shares) | (476,361) | (408,941) | |
Nonvested RSUs, ending balance (in shares) | 1,595,665 | 1,719,732 | |
Weighted Average Fair Value [Roll Forward] | |||
Nonvested RSUs, beginning balance (in dollars per share) | $ 1.36 | $ 1.49 | |
RSUs granted (in dollars per share) | 1.69 | 1.09 | |
RSUs forfeited (in dollars per share) | 0.88 | 2.49 | |
RSUs vested (in dollars per share) | 1.71 | 1.67 | |
Nonvested RSUs, ending balance (in dollars per share) | $ 1.77 | $ 1.36 | |
Restricted Stock Units [Member] | Minimum [Member] | |||
Long-term Incentive Plan [Abstract] | |||
Requisite service period for time-based RSU's | 1 year | ||
Restricted Stock Units [Member] | Maximum [Member] | |||
Long-term Incentive Plan [Abstract] | |||
Requisite service period for time-based RSU's | 5 years | ||
1995 Long-Term Incentive Stock Option Plan [Member] | |||
Long-term Incentive Plan [Abstract] | |||
Number of shares authorized (in shares) | 7,500,000 | ||
Number of shares issued upon exercise of options (in shares) | 4,637,856 | ||
Stock options outstanding (in shares) | 0 | ||
Shares remaining for future grants (in shares) | 1,266,479 | ||
Number of Shares [Roll Forward] | |||
Nonvested RSUs, ending balance (in shares) | 1,595,665 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)ft²Tenant | Dec. 31, 2020USD ($) | ||
Leased Assets [Abstract] | |||
Operating lease - right of use assets | $ 1,200 | $ 1,562 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating lease - right of use assets | Operating lease - right of use assets | |
Lease Liabilities [Abstract] | |||
Operating lease liabilities - current | $ 1,205 | $ 1,138 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current | Other Liabilities, Current | |
Operating lease liabilities - Noncurrent | $ 790 | $ 1,831 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities - Noncurrent | Operating lease liabilities - Noncurrent | |
Operating lease liability | $ 1,995 | $ 2,969 | |
Sublease square feet | ft² | 850 | ||
Sublease date | Sep. 13, 2021 | ||
Consolidated Statement of Operations Information [Abstract] | |||
Operating lease cost | [1] | $ 728 | |
Short-term leases costs | [2] | 60 | |
Sublease income | [3] | (115) | |
Net lease cost | $ 673 | ||
Number of tenants | Tenant | 2 | ||
Minimum Lease Payments [Abstract] | |||
2022 | $ 1,280 | ||
2023 | 675 | ||
2024 | 122 | ||
2025 | 10 | ||
2026 | 3 | ||
Thereafter | 0 | ||
Total | 2,090 | ||
Less: Interest | 95 | ||
Present value of lease payments | $ 1,995 | 2,969 | |
Lease Term and Discount Rate [Abstract] | |||
Weighted-average remaining lease term (in years) | 1 year 9 months 18 days | ||
Weighted-average discount rate | 5.00% | ||
Other Information [Abstract] | |||
Cash paid for amounts included in measurement of liabilities | $ 1,326 | 1,314 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 0 | |
Second Sublease [Member] | |||
Lease Liabilities [Abstract] | |||
Previously subleased square feet | ft² | 3,650 | ||
Previous sublease date | May 1, 2019 | ||
[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 2 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, 2021 | Dec. 31, 2020 | |
Employee Benefits [Abstract] | ||
Company's contribution to the plan | $ 290 | $ 260 |
Segment Information, Summary (D
Segment Information, Summary (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Information [Abstract] | |
Number of reportable business segments | 2 |
Contract term | 2 years |
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, 2021 | Dec. 31, 2020 | |
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Revenues | $ 55,183 | $ 57,620 | |
Operating loss | (5,974) | (9,538) | |
Litigation | 0 | (477) | |
Loss on impairment | $ (4,300) | (3) | (4,302) |
Interest expense | (159) | (623) | |
Gain (loss) on derivative instruments, net | 19 | (17) | |
Other income (expense), net | 16,884 | (4) | |
Income (loss) before taxes | 10,770 | (10,182) | |
Performance Improvement Solutions [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Revenues | 28,140 | 32,790 | |
Operating loss | (4,422) | (2,683) | |
Workforce Solutions [Member] | |||
Segment Reporting Information, Profit (Loss) [Abstract] | |||
Revenues | 27,043 | 24,830 | |
Operating loss | $ (1,549) | $ (2,076) |
Segment Information, Reconcilia
Segment Information, Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information, Assets [Abstract] | ||
Assets | $ 39,051 | $ 39,190 |
Performance Improvement Solutions [Member] | ||
Segment Reporting Information, Assets [Abstract] | ||
Assets | 23,742 | 25,845 |
Workforce Solutions [Member] | ||
Segment Reporting Information, Assets [Abstract] | ||
Assets | $ 15,309 | $ 13,345 |
Segment Information, Geographic
Segment Information, Geographic Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Abstract] | ||
Percentage of revenues derived from customers in the nuclear power industry | 91.00% | 89.00% |
Segments, Geographical Areas [Abstract] | ||
Total revenue | $ 55,183 | $ 57,620 |
Operating income (loss) | (5,974) | (9,538) |
Assets | $ 39,051 | $ 39,190 |
Percentage of revenues derived from international sales | 12.00% | 17.00% |
Intersegment Eliminations [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | $ 0 | $ 0 |
Geography Eliminations [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | (474) | (496) |
Operating income (loss) | 0 | 0 |
Assets | (134,184) | (128,352) |
United States [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | 54,589 | 57,093 |
Operating income (loss) | (3,351) | (13,041) |
Assets | 170,116 | 161,672 |
United States [Member] | Operating Segments [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | 54,203 | 56,628 |
United States [Member] | Intersegment Eliminations [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | 386 | 465 |
Europe [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | 0 | 0 |
Operating income (loss) | (1,746) | 3,231 |
Assets | 0 | 2,679 |
Europe [Member] | Operating Segments [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | 0 | 0 |
Europe [Member] | Intersegment Eliminations [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | 0 | 0 |
Asia [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | 1,068 | 1,023 |
Operating income (loss) | (877) | 272 |
Assets | 3,119 | 3,191 |
Asia [Member] | Operating Segments [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | 980 | 992 |
Asia [Member] | Intersegment Eliminations [Member] | ||
Segments, Geographical Areas [Abstract] | ||
Total revenue | $ 88 | $ 31 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for interest and income taxes: [Abstract] | ||
Interest | $ 118 | $ 532 |
Income taxes | 129 | 194 |
Noncash activity of financing insurance premium | $ 890 | $ 813 |
Non-consolidated Variable Int_2
Non-consolidated Variable Interest Entity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)Owners | |
Variable Interest Entity [Abstract] | |
Number of owners | Owners | 2 |
DP Engineering Ltd, Co [Member] | |
Variable Interest Entity [Abstract] | |
Ownership percentage | 48.00% |
Contribution amount | $ 48 |
NXA Consultants LLC [Member] | |
Variable Interest Entity [Abstract] | |
Ownership percentage | 52.00% |
Contribution amount | $ 52 |
Variable Interest Entity, Not Primary Beneficiary [Member] | DP Engineering Ltd, Co [Member] | |
Variable Interest Entity [Abstract] | |
Carrying amount | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 08, 2020 | Aug. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2020 |
Loss Contingency, Estimate [Abstract] | |||||
Escrow balance | $ 952 | ||||
Provision for loss on legal settlement | $ 477 | ||||
Initial payment on settlement | $ 625 | ||||
Settlement expense | $ 1,400 | ||||
Settlement amount paid | 694 | $ 713 | |||
Liability | $ 0 | ||||
Maximum [Member] | |||||
Loss Contingency, Estimate [Abstract] | |||||
Estimated gross settlement | $ 1,500 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Thousands | Feb. 23, 2022USD ($)d$ / sharesshares |
Convertible Debt [Abstract] | |
Purchase of warrant to acquire shares of common stock (in shares) | shares | 1,283,732 |
Exercise price (in dollars per share) | $ / shares | $ 1.94 |
Convertible Promissory Note [Member] | |
Convertible Debt [Abstract] | |
Debt instrument term | 2 years |
Debt instrument face amount | $ | $ 5,750 |
Period for conversion | 6 months |
Conversion price (in dollars per share) | $ / shares | $ 1.94 |
Maturity date | Feb. 29, 2024 |
Conversion ratio | 0.33 |
Percentage of volume-weighted average price | 80.00% |
Average of trading days | d | 3 |
Number of trading days | d | 20 |