Gse Systems (GVP) 10-K 2 Apr 24 2023 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
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
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 8,928,827
Entity Common Stock, Shares Outstanding		3,034,139
Auditor Firm ID	686
Auditor Name	FORVIS, LLP
Auditor Location	Tysons, VA

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 2,250	$ 2,789
Restricted cash, current	378	1,052
Contract receivables, net	10,166	10,064
Prepaid expenses and other current assets	879	2,165
Total current assets	13,673	16,070
Equipment, software and leasehold improvements, net	754	772
Software development costs, net	750	574
Goodwill	4,908	6,299
Intangible assets, net	1,179	1,687
Restricted cash - long term	1,083	535
Operating lease right-of-use assets, net	413	506
Other assets	45	53
Total assets	22,805	26,496
Current liabilities:
Line of credit	0	0
Current portion of long-term note	810	3,038
Accounts payable	3,300	1,262
Accrued expenses	1,053	2,084
Accrued legal settlements	1,010	0
Accrued compensation	1,086	1,071
Billings in excess of revenue earned	5,119	4,163
Accrued warranty	176	370
Income taxes payable	1,701	1,774
Derivative liabilities	1,132	603
Other current liabilities	956	1,286
Total current liabilities	16,343	15,651
Long-term note, less current portion	637	310
Operating lease liabilities noncurrent	357	160
Other noncurrent liabilities	126	144
Total liabilities	17,463	16,265
Commitments and contingencies (Note 21)
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, 3,194,030 and 2,404,681 shares issued, 3,034,139 and 2,244,790 shares outstanding, respectively	32	24
Additional paid-in capital	86,983	83,127
Accumulated deficit	(78,708)	(69,927)
Accumulated other comprehensive income (loss)	34	6
Treasury stock at cost, 159,891 shares	(2,999)	(2,999)
Total shareholders' equity	5,342	10,231
Total liabilities and shareholders' equity	$ 22,805	$ 26,496

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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)	3,194,030	2,404,681
Common stock, shares outstanding (in shares)	3,034,139	2,244,790
Treasury stock at cost (in shares)	159,891	159,891

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Revenue	$ 45,041	$ 47,734
Cost of revenue	33,111	35,824
Gross profit	11,930	11,910
Operating expenses
Selling, general and administrative	16,092	17,028
Research and development	572	611
Goodwill and intangible asset impairment charge	1,391	7,505
Depreciation	185	304
Amortization of definite-lived intangible assets	508	868
Total operating expenses	18,748	26,316
Operating loss	(6,818)	(14,406)
Other income and expenses, net
Interest expense	(1,932)	(1,272)
Change in fair value of derivative instruments, net	850	477
Other (loss) income, net	(802)	(91)
Loss before taxes	(8,702)	(15,292)
Provision for income taxes	22	51
Net loss	$ (8,724)	$ (15,343)
Net loss per common share - basic (in dollars per share)	$ (3.51)	$ (7.18)
Diluted loss per common share (in dollars per share)	$ (3.51)	$ (7.18)
Weighted average shares outstanding used to compute net loss per share - basic (in shares)	2,486,550	2,136,290
Weighted average shares outstanding - Diluted (in shares)	2,486,550	2,136,290

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Net loss	$ (8,724)	$ (15,343)
Cumulative translation adjustment	28	110
Comprehensive loss	$ (8,696)	$ (15,233)

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock [Member]	Common Stock [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Common Stock [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Additional Paid-in Capital [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Other Comprehensive Loss [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Accumulated Other Comprehensive Loss [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Treasury Stock [Member]	Treasury Stock [Member] Cumulative Effect, Period of Adoption, Adjustment [Member]	Treasury Stock [Member] Cumulative Effect, Period of Adoption, Adjusted Balance [Member]	Total	Cumulative Effect, Period of Adoption, Adjustment [Member]	Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Balance at Dec. 31, 2021	$ 23			$ 80,708			$ (54,584)			$ (104)			$ (2,999)			$ 23,043
Balance (in shares) at Dec. 31, 2021	2,253,000
Balance (in shares) at Dec. 31, 2021													(160,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]								ASC 326 [Member]	ASC 326 [Member]
Stock-based compensation expense	$ 0			1,859			0			0			$ 0			1,859
Common stock issued for RSUs vested	$ 1			(1)			0			0			0			0
Common stock issued for RSUs vested (in shares)	53,000
Shares withheld to pay taxes	$ 0			(263)			0			0			0			(263)
Foreign currency translation adjustment	0			0			0			110			0			110
Repayment of convertible note in shares	$ 1			824			0			0			0			825
Repayment of convertible note in shares (in shares)	99,000
Net loss	$ 0			0			(15,343)			0			0			(15,343)
Balance at Dec. 31, 2022	$ 24	$ 0	$ 24	83,127	$ 0	$ 83,127	(69,927)	$ (57)	$ (69,984)	6	$ 0	$ 6	$ (2,999)	$ 0	$ (2,999)	$ 10,231	$ (57)	$ 10,174
Balance (in shares) at Dec. 31, 2022	2,405,000	0	2,405,000													2,404,681
Balance (in shares) at Dec. 31, 2022													(160,000)	0	(160,000)	(159,891)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense	$ 0			1,168			0			0			$ 0			$ 1,168
Common stock issued for RSUs vested	$ 1			(1)			0			0			0			0
Common stock issued for RSUs vested (in shares)	98,000
Shares withheld to pay taxes	$ 0			(190)			0			0			0			(190)
Foreign currency translation adjustment	0			0			0			28			0			28
Repayment of convertible note in shares	$ 7			2,879			0			0			0			2,886
Repayment of convertible note in shares (in shares)	691,000
Net loss	$ 0			0			(8,724)			0			0			(8,724)
Balance at Dec. 31, 2023	$ 32			$ 86,983			$ (78,708)			$ 34			$ (2,999)			$ 5,342
Balance (in shares) at Dec. 31, 2023	3,194,000															3,194,030
Balance (in shares) at Dec. 31, 2023													(160,000)			(159,891)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (8,724)	$ (15,343)
Adjustments to reconcile net loss to net cash provided by operating activities:
Goodwill and intangible asset impairment charge	1,391	7,505
Loss on debt settled in shares	907	66
Depreciation	185	304
Amortization of intangible assets	508	868
Amortization of capitalized software development costs	322	339
Amortization of debt discount	1,940	1,289
Amortization of deferred financing costs	31	17
Stock-based compensation expense	1,158	1,954
Deferred income taxes	12	(86)
Credit loss expense	232	221
Gain on derivative instruments, net	(850)	(477)
Legal settlement	1,010	0
Changes in assets and liabilities:
Contract receivables, net	(408)	908
Prepaid expenses and other assets	1,841	3,710
Accounts payable, accrued compensation and accrued expenses	1,018	472
Billings in excess of revenue earned	966	(829)
Accrued warranty	(217)	(239)
Other liabilities	237	59
Net cash provided by operating activities	1,559	738
Cash flows from investing activities:
Capital expenditures	(168)	(238)
Capitalized software development costs	(498)	(380)
Net cash used in investing activities	(666)	(618)
Cash flows from financing activities:
Repayment of line of credit	0	(1,817)
Repayment of insurance premium financing	(876)	(1,068)
Proceeds from issuance of long-term debt and warrants	1,800	5,750
Payments of debt issuance and original discount on issuance of long-term debt and warrants	(386)	(968)
Principal repayment of convertible note	(1,886)	(839)
Tax paid for shares withheld	(190)	(263)
Net cash (used in) provided by financing activities	(1,538)	795
Effect of exchange rate changes on cash	(20)	(89)
Net (decrease) increase in cash and cash equivalents	(665)	826
Cash, cash equivalents and restricted cash at beginning of year	4,376	3,550
Cash, cash equivalents and restricted cash at the end of year	3,711	4,376
Cash and cash equivalents	2,250	2,789
Restricted cash, current	378	1,052
Restricted cash included in other long-term assets	1,083	535
Total cash, cash equivalents and restricted cash	$ 3,711	$ 4,376

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
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. Reverse Stock Split On October 30, 2023, the Company effected a ten-for-one reverse stock split of the Company’s common stock whereby each ten shares of the Company’s authorized and outstanding common stock was replaced with one share of common stock. The par value of the common stock was not adjusted. All common share and per share amounts for all periods presented in the consolidated financial statements and the notes to the consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split. 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 credit loss, 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 Engineering segment and the training and consulting service contracts through both the Engineering 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. 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. Cash and cash equivalents may at times exceed the FDIC insured limits. Restricted cash Restricted cash represents cash that is legally or contractually restricted as to its withdrawal or usage. The Company is required to pledge or otherwise restrict a portion of our cash related to letters of credit and other vendor agreements. Restricted cash is presented as a current or long term asset in our consolidated balance sheets based on the amounts becoming unrestricted in the twelve month period following the reporting date. Contract receivables, net and contract liabilities Contract receivables, net include recoverable costs for both billed and unbilled receivables. Unbilled receivables include amounts earned in performance of services that have not been invoiced. Contract liabilities include billings in excess of revenue earned 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 credit loss are recorded in accordance with ASU 2016-13, “ Impairment of long-lived assets Long-lived assets, such as equipment, purchased software, capitalized software development costs, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. Development expenditures Development expenditures incurred to meet customer specifications under contracts are charged to cost of revenue. Company sponsored development expenditures are either charged to operations as incurred and are included in research and development expenses or are capitalized as software development costs. The amounts incurred for Company sponsored development activities relating to the development of new products and services or the improvement of existing products and services, were approximately $1.1 million and $1.0 million for the year ended December 31, 2023 and 2022, respectively. Of these amounts, the Company capitalized approximately $0.5 million and $0.4 million for the year ended December 31, 2023 and 2022, 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 costs, 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 the fair value of assets of an acquired business We completed our annual quantitative step 1 analysis as of December 31, 2023 and 2022 and concluded that the fair value of the Workforce Solutions business segment did not exceed it’s carrying value. A discounted cashflow analysis was performed and we concluded the Goodwill on Workforce Solutions segment of $0.5 million was fully impaired at December 31, 2023. Per the annual valuation performed, no impairment was determined to exist for the Engineering segment as of December 31, 2023. 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 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 . Compensation expense related to restricted stock unit (RSU) awards is recognized on a pro rata straight-line basis based of the fair value of share awards that are scheduled to vest during the requisite service period. Compensation expense related to performance-vesting restricted stock unit (PRSU) awards is recognized on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. The Company can also elect to issue cash-settled RSUs or PRSUs which are subject to fair value remeasurement at each reporting date Significant customers and concentration of credit risk We have a concentration of revenue from one individual customer, which accounted for 22.7% and 13.6% of our consolidated revenue for the years ended December 31, 2023 and December 31, 2022, respectively. No other individual customer accounted for more than 10% of our consolidated revenue in 2023 or 2022. As of December 31, 2023, we had one customer who accounted for 12.1% of the Company’s consolidated contract receivables. No customer accounted for over 10% of the Company’s consolidated contract receivables as of December 31, 2022. Fair values of financial instruments We established mark-to-market liabilities related to certain common stock purchase warrants and certain embedded features included in our convertible debt. The fair values of these are estimated upon issuance and at each reporting period thereafter. For all accounting policies described in this document, management cautions that future events rarely develop exactly as forecasted and even our best estimates may require adjustment as facts and circumstances change. The carrying amounts of current assets and current liabilities reported in the consolidated balance sheets approximate fair value due to their short term duration. Reclassifications and immaterial corrections of previously issued Financial Statements Certain Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and satisfy its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, are only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management determined that the implemented plans to mitigate relevant conditions may not alleviate management’s concerns that raise substantial doubt about the Company’s ability to continue as a going concern within the twelve months ended March 31, 2025. The Company has incurred operating losses and has not demonstrated an ability to generate cash in excess of its operating expenses for a sustained period of time. During the year ended December 31, 2023, the Company generated a loss from operations of $6.8 million, which includes non-cash impairment charges of long-lived assets and goodwill from our Workforce Solutions segment totaling $1.4 million. As of December 31, 2023, the Company had domestic unrestricted cash and cash equivalents of $1.0 million which is not sufficient to fund the Company’s planned operations through one year after the date the consolidated financial statements are issued. Although the Company has shown significant improvement in the second half of the year, it has not achieved its forecast for several periods and there is no assurance that it will achieve its forecast over the twelve months ending March 31, 2025. These factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that our audited consolidated financial statements are issued. In making this assessment we performed a comprehensive analysis of our current circumstances and to alleviate these conditions, management is monitoring the Company’s performance and evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, restructuring of operations to grow revenues and decrease expenses, obtaining equity financing, issuing debt, or entering into other financing arrangements. The analysis used to determine the Company’s ability to continue as a going concern does not include cash sources outside the Company’s direct control that management expects to be available within the next twelve months ending March 31, 2025.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	12 Months Ended
	Dec. 31, 2023
Recent Accounting Pronouncements [Abstract]
Recent Accounting Pronouncements	2. Recent Accounting Pronouncements Accounting pronouncements recently adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (CECL), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be recognized before it is realized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable, loans, and other financial instruments with credit risk. This standard was effective for the Company beginning January 1, 2023. The Company adopted the new guidance starting January 1, 2023 on a modified retrospective basis. The impact of this ASU is reflected in the consolidated financial statements and was not material. 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. Accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that adoption of this accounting standard will have on its financial disclosures.

Earnings per Share

Earnings per Share	12 Months Ended
	Dec. 31, 2023
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 or other share equivalents 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, 2023 2022 Numerator: Net income (loss) attributed to common shareholders $ (8,724 ) $ (15,343 ) Denominator: Weighted-average shares outstanding for basic earnings per share 2,486,550 2,136,290 Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 2,486,550 2,136,290 Total shares considered for dilution 1,068,722 460,113

Coronavirus Aid, Relief and Eco

Coronavirus Aid, Relief and Economic Security Act	12 Months Ended
	Dec. 31, 2023
Coronavirus Aid, Relief and Economic Security Act [Abstract]
Coronavirus Aid, Relief and Economic Security Act	4. Coronavirus Aid, Relief and Economic Security Act 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. In 2021, we applied for $5.0 million in refunds from the Internal Revenue Service with filing of our 941s and achieved $2.2 million in credits from unremitted payroll taxes as allowed . We recorded other income of $7.2 million related to the employee retention tax credits earned for the year ended December 31, 2021. During the years ended December 31, 2023 and 2022,

Revenue

Revenue	12 Months Ended
	Dec. 31, 2023
Revenue [Abstract]
Revenue	5. Revenue We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers Engineering Engineering The following table represents a disaggregation of revenue by type of goods or services for the years ended December 31, 2023 and 2022, along with the reportable segment for each category: ( in thousands Twelve Months Ended December 31, 2023 2022 Engineering System Design and Build - Over time $ 6,307 $ 6,595 Software 4,652 4,684 Point in time 568 921 Over time 4,084 3,763 Training and Consulting Services 20,831 18,640 Point in time 448 245 Over time 20,383 18,395 Workforce Solutions segment Training and Consulting Services 13,251 17,815 Point in time 343 62 Over time 12,908 17,753 Total revenue $ 45,041 $ 47,734 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, 2023 December 31, 2022 Billings in excess of revenue earned (BIE) $ 5,119 $ 4,163 Revenue recognized in the period from amounts included in BIE at the beginning of the period $ 3,751 $ 3,785 As of December 31, 2023, the aggregate amount of transaction price allocated to the remaining performance obligations of SDB, software and fixed-price training and consulting services contracts is $19.1 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. We have elected to use the optional exemption under ASC 606-10-50-14(b) Revenue from Contracts with Customers

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets [Abstract]
Goodwill and Intangible Assets	6. Goodwill and Intangible Assets The Company monitors operating results and events and circumstances that may indicate potential impairment of intangible assets. ASC 350 Indefinite-Lived Asset Testing – Pursuant to Accounting Standards Codification (ASC) 350, “Intangibles - Goodwill and Other,” the Company evaluates goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. During the three months ended September 30, 2022, we experienced a deterioration in sales, decline in revenues, delayed pipeline opportunities, and overall downward performance results and forecast results related to the Workforce Solutions business segment, which was determined to be a triggering event that may result in impairment of our long-lived assets. We performed an interim analysis and determined an impairment existed at September 30, 2022 in accordance with ASC 350. As such, we recorded an impairment of the related goodwill assets of $7.0 million. Goodwill impairment was allocated to the Training Services and Technical Staffing business units based on their pro rata share of Workforce Solution’s book value of Goodwill. The annual evaluation of the Company’s Goodwill assets at December 31, 2022, determined no additional impairment existed at that time. During the three months ended September 30, 2023, we determined that the overall market capitalization deterioration due to the falling share price, decline in revenues, and delayed pipeline opportunities was material enough to be considered a triggering event that could result in impairment of our long-lived assets. We performed an interim analysis and determined an impairment existed for the Workforce Solutions business segment at September 30, 2023 in accordance with ASC 350. As such, we recorded an impairment of the related goodwill of $0.9 million for the three and nine months ended September 30, 2023 to the Training Services and Technical Staffing business units based on their pro rata share of Workforce Solution’s book value of Goodwill. No impairment was identified related to any other asset grouping. The annual evaluation of the Company’s Goodwill assets at December 31, 2023, determined that the remaining $0.5 million Goodwill balance on Workforce Solutions segment was fully impaired. The $0.5 million charge was recorded as a component of operating expenses during the period. ASC 360 Long-Lived Asset Testing – ASC 360 requires the Company to review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Such events may include, but are not limited to, changes in market conditions, technological obsolescence, adverse changes in customer demand, and significant decreases in revenue or earnings. Based on the triggering events noted above during the three months ended September 30, 2022 we performed an interim analysis to determine if an impairment existed at September 30, 2022 by its individual asset groupings, which we determined to be at the subsidiary level. We used a discounted cash flow analysis to determine the fair value of our asset group, and we concluded that the carrying value of the definite-lived intangible assets of Technical Staffing, a business unit of the Workforce Solutions segment, exceeded its fair value by $0.5 million, and we recorded a loss on impairment We performed additional discounted cash flow analysis for the three months ended September 30, 2023 and December 31, 2023 in conjunction with triggering events noted above for those periods. We concluded no impairment was identified related to any other asset groupings. No Intangible assets were determined to be impaired as of December 31, 2023. The following table shows the gross carrying amount and accumulated amortization of definite-lived intangible assets: (in thousands) As of December 31, 2023 Gross Carrying Amount Accumulated Amortization Impact of Impairment Net Amortized intangible assets Customer relationships $ 8,164 $ (7,395 ) $ - $ 769 Trade names 1,689 (1,283 ) - 406 Developed technology 471 (471 ) - - Non-contractual customer relationships 433 (433 ) - - Noncompete agreement 527 (523 ) - 4 Alliance agreement 527 (527 ) - - Others 167 (167 ) - - Total $ 11,978 $ (10,799 ) $ - $ 1,179 (in thousands) As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Impact of Impairment Net Amortized intangible assets Customer relationships $ 8,628 $ (7,050 ) $ (464 ) $ 1,114 Trade names 1,689 (1,196 ) - 493 Developed technology 471 (471 ) - - Non-contractual customer relationships 433 (433 ) - - Noncompete agreement 527 (486 ) - 41 Alliance agreement 527 (488 ) - 39 Others 167 (167 ) - - Total $ 12,442 $ (10,291 ) $ (464 ) $ 1,687 Amortization expense related to definite-lived intangible assets totaled $0.5 million and $0.9 million for the years ended December 31, 2023 and 2022, respectively. The $1.2 million of intangible assets at December 31, 2023, have a weighted average remaining life of 9.5 years. The following table details the estimated amortization expense of the definite-lived intangible assets for the next five years: (in thousands) Years ended December 31: 2024 $ 332 2025 255 2026 204 2027 169 2028 108 Thereafter 111 $ 1,179 Goodwill (in thousands) Goodwill Impairment Net Engineering $ 8,278 $ (3,370 ) $ 4,908 Workforce Solutions 8,431 (8,431 ) - Net book value at December 31, 2023 $ 16,709 $ (11,801 ) $ 4,908 Goodwill Impairment Net Engineering $ 8,278 $ (3,370 ) $ 4,908 Workforce Solutions 8,431 (7,040 ) 1,391 Net book value at December 31, 2022 $ 16,709 $ (10,410 ) $ 6,299

Contract Receivables

Contract Receivables	12 Months Ended
	Dec. 31, 2023
Contract Receivables [Abstract]
Contract Receivables	7. 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, 2023 2022 Billed receivables $ 5,720 $ 6,074 Unbilled receivables 4,729 5,146 Allowance for credit loss (283 ) (1,156 ) Total contract receivables, net $ 10,166 $ 10,064 During the first quarter of 2023, the Company adopted ASU 2016-13, “Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments.” This ASU replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including accounts receivable. Under the new guidance, an entity recognizes its estimate of lifetime expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. Under the CECL impairment model, the Company develops and documents its allowance for credit losses on its contract receivables based on three portfolio segments by customer geographic location: North America, China, Rest of World (ROW). The determination of portfolio segments is based primarily on the qualitative consideration of the nature of the Company’s business operations and the characteristics of the underlying trade receivables. During the years ended December 31, 2023 and 2022, we recorded credit loss expense of $232 thousand and $221 thousand, respectively. During January 2024, we invoiced $4.5 million of the unbilled amounts related to the balance at December 31, 2023. The following table sets forth the activity in allowance for credit losses: (in thousands) As of and for the Years ended December 31, 2023 2022 Beginning balance $ 1,156 $ 1,010 Adoption of ASC326 Current Expected Credit Losses (CECL) 57 - Adjusted beginning balance 1,213 1,010 Current period provision for expected credit loss 178 221 Write-offs charged against the allowance, net of recoveries (1,070 ) (7 ) Currency adjustment (38 ) (68 ) Ending balance $ 283 $ 1,156

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	12 Months Ended
	Dec. 31, 2023
Prepaid Expenses and Other Current Assets [Abstract]
Prepaid Expenses and Other Current Assets	8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (in thousands) December 31, 2023 2022 Income tax receivable $ 38 $ 78 Prepaid expenses 796 947 ERC receivable - 1,028 Other current assets 45 112 Total $ 879 $ 2,165 Prepaid expenses primarily include prepayment for insurance and other subscription-based services. The Employee Retention Credits not yet received as of December 31, 2022, was fully collected as of December 31, 2023

Equipment, Software and Leaseho

Equipment, Software and Leasehold Improvements	12 Months Ended
	Dec. 31, 2023
Equipment, Software and Leasehold Improvements [Abstract]
Equipment, Software and Leasehold Improvements	9. Equipment, Software and Leasehold Improvements Equipment, software and leasehold improvements, net consist of the following: (in thousands) December 31, 2023 2022 Computer and equipment $ 2,381 $ 2,363 Software 2,292 2,291 Leasehold improvements 805 659 Furniture and fixtures 840 838 6,318 6,151 Accumulated depreciation (5,564 ) (5,379 ) Equipment, software and leasehold improvements, net $ 754 $ 772 Depreciation expense was approximately $0.2 and $0.3 million for the years ended December 31, 2023 and 2022, respectively. Capitalization of internal-use software costs of $0.1 million related to the ongoing systems upgrade and implementation effort were recorded in software for the year ended December 31, 2022. There were no capitalized internal-use software costs during the year ended December 31, 2023 .

Product Warranty

Product Warranty	12 Months Ended
	Dec. 31, 2023
Product Warranty [Abstract]
Product Warranty	10. 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, 2023 2022 Beginning balance $ 502 $ 748 Current year provision (133 ) (44 ) Current year claims (83 ) (195 ) Currency adjustment (2 ) (7 ) Ending balance $ 284 $ 502 The current and non-current warranty balance is as follows: December 31, 2023 2022 Current $ 176 $ 370 Non-current 108 132 Total Warranty $ 284 $ 502

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
	Dec. 31, 2023
Fair Value of Financial Instruments [Abstract]
Fair Value of Financial Instruments	11. 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, 2023 and 2022, we considered the recorded value of certain of our financial assets and liabilities, which consist primarily of cash and cash equivalents, contract receivable and accounts payable, to approximate fair value based upon their short-term nature. Our convertible debt issued in February 2022, amended in June 2023 and February 2024, and our new convertible debt issued in June 2023 (see Note 12) includes certain embedded redemption features that are required to be bifurcated as embedded derivatives and measured at fair value on a recurring basis. We estimate the fair value using a Monte Carlo simulation based on estimates of our future stock price and assumptions about the possible redemption scenarios. The Company used the Monte Carlo simulation model to determine the fair value of the Warrants and Cash-Settled PRSUs, which required the input of subjective assumptions. The fair value of the Warrants and Convertible Note redemption features as of December 31, 2023 was estimated with the following assumptions. Amended 2022 Convertible Note The “2022 Warrants” 2023 Convertible Note The “2023 Warrants” Exercise Price $ 19.40 $ 19.40 $ 5.00 $ 5.00 Common Stock Price $ 2.01 $ 2.01 $ 2.01 $ 2.01 Risk Free Rate 5.13 % 3.93 % 4.41 % 3.81 % Volatility 90.0 % 90.0 % 90.0 % 90 % Term (in years) 0.4 yrs. 3.2 yrs. 1.5 yrs. 4.5 yrs. The following table presents assets measured at fair value at December 31, 2023: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 588 $ 588 Warrant liability - - 520 520 Cash settled performance-vesting restricted stock units - - 24 24 Balance at December 31, 2023 $ - $ - $ 1,132 $ 1,132 The following table presents assets measured at fair value at December 31, 2022: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Level 3 Total Derivative liability $ - $ - $ 285 $ 285 Warrant liability - - 267 267 Cash settled performance-vesting restricted stock units - - 51 51 Balance at December 31, 2022 $ - $ - $ 603 $ 603 The following table summarizes changes in the fair value of our Level 3 liabilities during the twelve months ended December 31, 2023. (in thousands) Embedded Redemption Features Warrant Cash Settled PRSUs Level 3 Total Balance at December 31, 2022 $ 285 $ 267 $ 51 $ 603 FV of derivatives with new convertible note issuance 286 1,120 - 1,406 Change in FV included in gain on derivative instruments, net 17 (867 ) - (850 ) Stock compensation less payments made - - (27 ) (27 ) Balance at December 31, 2023 $ 588 $ 520 $ 24 $ 1,132

Debt

Debt	12 Months Ended
	Dec. 31, 2023
Debt [Abstract]
Debt	12. Debt Convertible Notes On February 23, 2022, we entered into a Securities Purchase Agreement, as amended, 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 “2022 Convertible Note”) and a common stock purchase warrant to acquire 128,373 shares of our Common Stock (the “2022 Warrant”). We entered into an amendment and restatement of the 2022 Convertible Note on June 23, 2023. The 2022 Convertible Note does not bear interest but was issued at a $0.75 million discount (“OID”). We received proceeds of approximately $4.8 million net of the OID and expenses. On June 23, 2023, the Company entered into a second Securities Purchase Agreement (the “2023 Purchase Agreement”) with Lind Global, pursuant to which we issued to Lind Global that certain Senior Convertible Promissory Note, dated February 23, 2022 (the “2023 Convertible Note” and, together with the 2022 Convertible Note, the “Convertible Notes”)(see Note 1) and a common stock purchase warrant to acquire 426,427 shares of our Common Stock (the “2023 Warrant”). The 2023 Convertible Note does not bear interest but was issued at a $0.3 million discount (“OID”). We received proceeds of approximately $1.4 million net of the OID and expenses. (in thousands) 2022 Convertible Note 2023 Convertible Note Total Convertible Notes Amount Amount Amount 2022 Convertible Note issued $ 5,750 $ 1,800 $ 7,550 Debt discount (750 ) (300 ) (1,050 ) Issuance cost: Commitment fee (175 ) (52 ) (227 ) Balance of investor’s counsel fees (43 ) (34 ) (77 ) Net proceeds of Convertible Note $ 4,782 $ 1,414 $ 6,196 Additional OID costs not in original funds flow (121 ) (15 ) (136 ) Fair value of Warrant Liabilities on issuance (724 ) (1,119 ) (1,843 ) Fair value of Conversion Features on issuance (306 ) (286 ) (592 ) Allocated OID costs to Convertible Note 25 30 55 Allocation of Discounts on Troubled Debt Restructuring (660 ) 660 - Interest expense accrued on Convertible Note as of December 31, 2023 2,946 283 3,229 Principal and interest payments as of December 31, 2023 (5,462 ) - (5,462 ) Balance of 2022 Convertible Note as of December 31, 2023 $ 480 $ 967 $ 1,447 The Convertible Notes provide for variable monthly principal repayments beginning 180 days from issuance (with respect to the 2022 Convertible Note) and 12 months from issuance (with respect to the 2023 Convertible Note). Remaining monthly principle payments range from $0.1 to $0.2 million and can be made in the form of cash, shares, or a combination of both at the discretion of GSE. The following table details the future principal payments of the Convertible Note, gross of debt discounts: (in thousands) Years ended December 31: 2024 $ 1,849 2025 750 Thereafter - $ 2,599 Prior to the June 2023 amendments, described below, the 2022 Convertible Note was convertible into our Common Stock at any time after the earlier of six months from issuance of the Convertible Note or the date of an effective registration statement filed with the SEC covering the underlying shares. The conversion price of the 2022 Convertible Note was equal to $19.40 per share, subject to customary adjustments. The 2022 Convertible Note matured in February 2024 one third The 2022 Convertible Note is guaranteed by each of our subsidiaries and is secured by a first priority lien on all of our assets. The 2022 Convertible Note is not subject to any financial covenants and events of default under the 2022 Convertible Note are limited to events related to payment, market capitalization, certain events pertaining to conversion and the underlying shares of Common Stock and other customary events including, but not limited to, bankruptcy or insolvency. Upon the occurrence of an event of default, the 2022 Convertible Note will become immediately due and payable at an amount equal to 120% of the outstanding principal, subject to any cure periods described in the 2022 Convertible Note, and the customer may demand that all or a portion of the outstanding principal amount be converted into shares of common stock at the lower of the then current conversion price and 80% of the average of the three lowest daily volume-weighted average price (“VWAPs”) during the twenty days prior to delivery of the conversion notice. If there is a change of control of the Company, Lind Global has the right to require us to prepay the outstanding principal amount of the 2022 Convertible Note. On June 23, 2023, the Company and Lind Global agreed to amend and restate the 2022 Convertible Note. The 2022 Convertible Note, as now amended, is now secured, interest free convertible promissory note in the principal amount of $2,747,228, such amount being the outstanding balance of the 2022 Convertible Note as of June 23, 2023. Just prior to the amendment, there was an event of default (EOD) related to the total market capitalization provision in the original 2022 Convertible Note. The EOD that occurred was waived, and we incurred a 20% charge included in the amended and restated 2022 Convertible Note, which the Company has treated as additional interest. The 2022 Convertible Note now has a maturity date of August 23, 2024 was payable, commencing on July 23, 2023, in twelve (12) consecutive monthly payments of $186,343 each and two (2) final payments of $255,556 each. The remainder of the terms of the 2022 Convertible Note, including terms around payment, prepayment, default and conversion, are unchanged. On October 6, 2023, the Company and Lind Global entered into that certain First Amendment to the 2022 Convertible Note (“A&R Note Amendment”), amending the 2022 Convertible Note to extend the beginning period of required compliance with certain default provisions until January 31, 2024. The A&R Note Amendment amended Section 2.1 pertaining to events of default by deleting and replacing Section 2.1(r), which previously provided for an event of default under the Note in the event that the Company’s Market Capitalization was below $7 million for ten ten eighty-five The 2022 Warrant entitles Lind Global to purchase up to 128,373 shares of our Common Stock until February 23, 2027, at an exercise price of $19.40 per share, subject to customary adjustments described therein. The Warrant is recorded at fair value upon issuance of $0.7 million and is classified as a current liability to be remeasured at each reporting period (see Note 8). The discount created by allocating proceeds to the Warrant results in a debt discount to be amortized as additional interest expense over the term of the Convertible Note. On June 23, 2023 in connection with the 2022 amended and restated Convertible Note transaction, the Company evaluated the amendment and concluded it qualified as a troubled debt restructuring. The restructuring did not result in a gain or loss but revised the effective interest rate used to amortized the note going forward. On June 23, 2023, the Company entered into a second Securities Purchase Agreement (the “2023 Purchase Agreement”) with Lind Global, pursuant to which the Company issued to Lind Global the 2023 Convertible Note at the same time that the Company and Lind Global amended and restated the 2022 Convertible Note. The closing occurred on June 23, 2023, and consisted of the issuance of a secured, two-year interest free convertible promissory note with a funding amount of $1,500,000 and a principal amount of $1,800,000 (as defined above, the ”2023 Convertible Note”) and the issuance of common stock purchase warrant to acquire 426,427 shares of the Company’s common stock (the “2023 Warrant” and, together with the 2022 Warrant, the “Warrants”). The proceeds from the transactions contemplated by the 2023 Purchase Agreement were for general working capital purposes and other corporate purposes. On October 6, 2023, the Company and Lind Global entered into that certain First Amendment to Senior Convertible Promissory Note, amending the Company’s 2023 Convertible Note (the “Note Amendment”) to extend the beginning period of required compliance with certain default provisions until January 31, 2024. The Note Amendment amended Section 2.1 of the 2023 Convertible Note pertaining to events of default by deleting and replacing Section 2.1(r), which previously provided for an event of default under the Note in the event that the Company’s Market Capitalization (as defined in the Note) was below $7 million for ten ten Commencing one year after the issuance of the 2023 Convertible Note, the Company shall pay the outstanding principal amount of the 2023 Convertible Note in twelve (12) consecutive monthly payments of $150,000 each. At the option of the Company, the monthly payment can be made in cash, shares of the common stock of the Company (the “Repayment Shares”) at a price based on 90% of the average five (5) consecutive daily VWAPs during the twenty (20) days prior to the payment date, or a combination of cash and Repayment Shares, subject to the terms of the 2023 Convertible Note. The Repayment Shares must either be eligible for immediate resale under Rule 144 or be registered. The number of Repayment Shares is limited such that, when added to the number of shares of common stock issued and issuable pursuant to the transactions contemplated by the 2023 Purchase Agreement, it may not exceed 493,727 shares of common stock unless the Company obtains stockholder approval to issue additional Repayment Shares. The holder of the 2023 Convertible Note may elect with respect to no more than two (2) of the above described monthly payments to increase the amount of such monthly payment up to $300,000 each in Repayment Shares upon notice to the Company. Any such increased payment shall be deducted from the amount of the last monthly payment owed under the 2023 Convertible Note. The Company can prepay Lind Global all the outstanding principal amount of the 2023 Convertible Note, provided that Lind Global shall have the option to convert up to one third Upon the occurrence of an event of default as described in the 2023 Convertible Note, the 2023 Convertible Note will become immediately due and payable at the default premium described in the 2023 Convertible Note, subject to any cure periods described in the 2023 Convertible Note. Events of default include, but are not limited to, a payment default on any other indebtedness in excess of $250,000; the shares no longer publicly being traded or cease to be listed on a trading market; if after six months, the shares are not available for immediate resale under Rule 144; and the Company’s market capitalization is below $7,000,000 for ten six The 2023 Warrant entitles Lind Global to purchase up to 426,427 shares of common stock of the Company until the earlier of (a) June 23, 2028 and (b) a merger, sale event or other reclassification of the Company’s common stock, at an exercise price of $5.00 per share, subject to customary adjustments described therein. The 2023 Warrant is in addition to the 2022 Warrant. The Company evaluated the 2022 Convertible Note and concluded that certain embedded redemption features are required to be accounted for as a derivative liability. Embedded redemption features were recorded at fair value upon issuance of $0.3 million and are classified as current liabilities to be remeasured at each reporting period (see Note 11). The discount created by allocating proceeds to the derivative liability results in a debt discount to be amortized as additional interest expense over the term of the Convertible Notes. The Warrants are accounted for as a derivative liability based on certain features included within the Convertible Note which caused the Company to not be able to assert that it would have sufficient shares in all cases to be able to settle the Warrants. As such, the proceeds (approximately $4.8 million, net of original issue discounts and other payments to lender) were allocated first to the fair value of the Warrants with the residual allocated to the Convertible Notes host instrument. The proceeds allocated to the Convertible Notes were further allocated first to the bifurcated derivative liability based on its fair value with the residual being allocated to the Convertible Notes host instrument. Upon issuance of the 2023 Convertible Note, the Company re-evaluated the 2022 Convertible Note, in accordance with ASC 815-40-25-10 and its sequencing policy, and concluded that the embedded conversion option is required to be bifurcated and accounted for as a derivative liability as a result of the Company not being able to assert that it would have sufficient shares in all cases to be able to settle the conversion of the 2022 Convertible Note. The embedded conversion option will be combined with the bifurcated redemption features as a single derivative and is classified as a current liability to be remeasured at each reporting period. The discount resulting from bifurcating the embedded conversion option will be amortized as additional interest expense over the term of the 2022 Convertible Note . The direct and incremental costs incurred are allocated to the Convertible Note and the Warrant based on a systematic and rational approach. The costs allocated to the Warrants have been expensed as incurred while those allocated to the Convertible Note have been capitalized and will be amortized as interest expense over the life of the Convertible Notes based on the effective interest rate. The Company will record ongoing changes to the fair value of the derivative liabilities as other non-operating income (expense). The Convertible Notes are evaluated as a potentially dilutive security in both periods of loss and income for diluted earnings per share purposes. The Warrants are considered a participating security and was not included in the calculation of basic earnings per share for the year ended December 31, 2023 as Company reflected net loss for this period. The Warrant will be included in the calculation of diluted earnings per share in periods of net income The issuance costs with respect to the Convertible Notes, which are recorded as a debt discount, are deferred and amortized using the effective interest method as additional interest expense over the terms of the Convertible Note at an effective interest rate of 68.6% The Company incurred total interest expense related to the Convertible Notes of $1.9 million, including $0.5 million default charge and the amortization of the various discounts for the year ended December 31, 2023. The Company incurred total interest expense related to the Convertible Notes of $1.3 million for the year ended December 31, 2022. Subsequent to the reporting period, on February 12, 2024, the Company and Lind Global entered into an agreement to amend certain provisions of the Convertible Notes (as amended) to extend the beginning period of required compliance with certain default provisions until June 1, 2024. The agreement amended Section 2.1 pertaining to events of default, to extend the period in which an event of default would occur, as defined above, to anytime after June 1, 2024, previously anytime after January 31, 2024 as provided in the October 6th amendment defined above. But for the amendment, the Company would have incurred an event of default after the tenth (10 th At December 31, 2023, the outstanding debt under the Convertible Note agreement was as follows: Principal Debt Discounts Net Current portion of Long-Term Debt $ 1,849 $ (1,039 ) $ 810 Long-Term Debt less current portion 750 (113 ) 637 Balance of Convertible Notes as of December 31, 2023 $ 2,599 $ (1,152 ) $ 1,447 At December 31, 2022, the outstanding debt under the Convertible Note agreement was as follows: Principal Debt Discounts Net Current portion of Long-Term Debt $ 3,833 $ (795 ) $ 3,038 Long-Term Debt less current portion 320 (10 ) 310 Balance of Convertible Notes as of December 31, 2022 $ 4,153 $ (805 ) $ 3,348 Revolving Line of Credit (“RLOC”) In February 2022, using proceeds from the Convertible Note, we repaid in full, all outstanding indebtedness of $1.8 million owed in connection with that certain Amended and Restated Credit and Security Agreement (“RLOC”) between us, our subsidiaries, and Citizens Bank, N.A. (“Citizens”), and such RLOC was thereafter terminated. We 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 of December 31, 2023, we had four letters of credit totaling $1.1 million outstanding to certain customers which were secured with restricted cash.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Income Taxes	13. Income Taxes The consolidated income before income taxes, by domestic and foreign sources, is as follows: (in thousands) Years ended December 31, 2023 2022 Domestic $ (8,584 ) $ (15,128 ) Foreign (118 ) (164 ) Total $ (8,702 ) $ (15,292 ) The provision (benefit) for income taxes is as follows: (in thousands) Years ended December 31, 2023 2022 Current: Federal $ - $ - State 33 42 Foreign (23 ) 95 Subtotal 10 137 Deferred: Federal - (47 ) State 12 (39 ) Foreign - - Subtotal 12 (86 ) Total $ 22 $ 51 The effective income tax rate for the years ended December 31, 2023 and 2022 differed from the statutory federal income tax rate as presented below: Effective Tax Rate percentage (%) Years ended December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 2.4 % 2.4 % Effect of foreign operations (0.3 )% (0.3 )% Change in valuation allowance (16.5 )% (20.7 )% Stock-based compensation (2.1 )% (0.9 )% Convertible Note transactions (5.0 )% (1.2 )% Uncertain tax positions 0.3 % (0.7 )% Other (0.1 )% 0.1 % Effective tax rate (0.3 )% (0.3 )% The difference between the effective tax rate and statutory rate in 2023 primarily resulted from a change in valuation allowance, permanent differences related to disallowed interest expense and mark-to-market adjustments on the Convertible Note which is a disqualified debt instrument for tax purposes, accruals related to uncertain tax positions, the tax impact of stock compensation vests, 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, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 9,372 $ 7,853 Accruals 330 62 Reserves 139 409 Stock-based compensation expense 228 283 Intangible assets 2,228 2,356 Goodwill 1,687 1,551 Operating lease liability 121 132 Fixed assets 27 65 Sec. 174 R&D costs 228 129 Other 196 231 Total deferred tax asset 14,556 13,071 Valuation allowance (14,008 ) (12,572 ) Total deferred tax asset less valuation allowance 548 499 Deferred tax liabilities: Software development costs (17 ) (59 ) Indefinite-lived intangibles (440 ) (346 ) Operating lease - right of use asset (109 ) (100 ) Other - - Total deferred tax liability (566 ) (505 ) Net deferred tax liability $ (18 ) $ (6 ) 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 2003 2018 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 the 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, 2023. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (the TCJA) eliminated the option to deduct research and development expenses currently and requires taxpayers to amortize such costs over a period of five years for expenses incurred in the United States and a period of 15 years for expenses incurred outside the United States. While it is possible the federal government may enact future legislation which would repeal this provision of the TCJA, there is no assurance such legislation will be enacted or whether, if enacted, such legislation would be enacted on a retrospective basis to 2022. This provision of the TCJA resulted in increases of $100 thousand and $129 thousand in deferred tax assets, and an equal increase to the Company’s valuation allowance, during the year ended December 31, 2023 and December 31, 2022, respectively, related to research and development expenses incurred during the period. There was no material impact to the Company’s current or deferred tax provision or operating cash flows during the year ended December 31, 2023 and December 31, 2022 as a result of this provision of the TCJA given the Company incurred net operating losses (NOLs) during both periods. The Company does not currently expect this provision of the TCJA will have a material impact on its tax provision or operating cash flows for the year ended December 31, 2023, however, the actual impact of this provision to future periods is uncertain as of this time . As of December 31, 2023, our largest deferred tax asset was $9.4 million of net operating net loss carry forwards. It primarily relates to a U.S. net operating loss carryforward of $7.8 million; $3.8 million of the net operating loss carryforward expires in various amounts between 2024 2038 As of December 31, 2023 and 2022, our consolidated cash and cash equivalents totaled $2.3 million and $2.8 million, respectively, including cash and cash equivalents held at non-U.S. entities totaling $1.2 million and $0.8 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 2023 and 2022, we recorded tax liabilities for certain foreign tax contingencies. We recorded these uncertain tax positions in i ncome taxes payable The following table outlines our uncertain tax liabilities, including accrued interest and penalties for each jurisdiction: China South Korea UK (in thousands) Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Total Balance, January 1, 2022 $ 220 $ 428 $ 644 $ 335 $ 45 $ 30 $ 1,702 Increases - 4 - 51 - 61 116 Decreases (17 ) - (22 ) - (5 ) - (44 ) Balance, December 31, 2022 $ 203 $ 432 $ 622 $ 386 $ 40 $ 91 $ 1,774 Increases - 25 - 57 - - 82 Decreases (5 ) - (19 ) - (40 ) (91 ) (155 ) Balance, December 31, 2023 $ 198 $ 457 $ 603 $ 443 $ - $ - $ 1,701

Capital Stock

Capital Stock	12 Months Ended
	Dec. 31, 2023
Capital Stock [Abstract]
Capital Stock	14. Capital Stock We are authorized to issue 62,000,000 total shares of capital 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 stock and to determine, within any class of stock, the preferences, rights and other terms of such class. As of December 31, 2023, the Company has reserved 750,000 shares of common stock for issuance under the Plan (as further defined below); zero shares of common stock are reserved for issuance upon exercise of outstanding stock options pursuant to the Plan (because no options have presently been granted, and 164,837 shares of common stock are reserved for issuance upon vesting of certain outstanding restricted stock units. There are no shares available for future grants under the Plan (as further defined below). The Company has registered approximately 1.7 million shares related to the Convertible Notes and separately reserved such shares for the potential issuance in accordance with the terms of the Convertible Notes (Note 12). As of December 31, 2023, 1.5 million shares remain in this plan for issuance.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2023
Stock-Based Compensation [Abstract]
Stock-Based Compensation	15. 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 750,000. As of December 31, 2023, we have issued 585,163 shares under the Plan, zero stock options and 164,837 non-cash settled restricted stock units (RSUs) were outstanding under the Plan, while zero 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 our stock-based compensation. Our forfeiture rate is based on actuals. During the years ended December 31, 2023 and 2022, we recognized $1.2 million and $2.0 million, respectively, of stock-based compensation expense under the fair value method. Accordingly, we recognized associated deferred income tax expense of $179 thousand and $140 thousand before valuation allowance, respectively, during the years ended December 31, 2023 and 2022. During the years ended December 31, 2023 and 2022, we issued RSUs and PRSUs to employees which vest upon the achievement of specific market-based or time-based measures. The fair value of RSU’s is calculated using the stock price on the grant date and expensed ratably over the service period. The fair value for PRSU’s is determined using a Monte Carlo simulation model and expensed ratably over the derived service period, which typically 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, 2023 and 2022. Number of Shares Weighted Average Fair Value Nonvested RSUs at January 1, 2022 159,567 $ 17.70 RSUs granted 179,025 14.89 RSUs forfeited (47,297 ) 21.34 RSUs vested (78,870 ) 16.82 Nonvested RSUs at December 31, 2022 212,425 $ 13.99 Nonvested RSUs at January 1, 2023 212,425 $ 13.99 RSUs granted 199,810 2.17 RSUs forfeited (60,612 ) 11.01 RSUs vested (176,786 ) 7.87 Nonvested RSUs at December 31, 2023 174,837 $ 7.29 As of December 31, 2023, we had $0.6 million of unrecognized compensation expense related to the RSUs expected to be recognized on a pro-rata straight line basis over a weighted average remaining service period of approximately 0.9 years. GSE’s 1995 long-term incentive program (“LTIP”) provides for the issuance of performance-vesting and time-vesting restricted stock units to certain executives and employees. Vesting of the performance-vesting restricted stock units (“PRSU”) is contingent upon the employee’s continued employment and the Company’s achievement of certain performance goals during designated performance periods as established by the Compensation Committee of the Company’s Board of Directors. We recognize compensation expense, net of estimated forfeitures, for PRSUs on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. At the end of each reporting period, we estimate the number of PRSUs that are expected to vest, based on the probability and extent to which the performance goals will be met, and take into account these estimates when calculating the expense for the period. If the number of shares expected to be earned changes during the performance period, we make a cumulative adjustment to compensation expense based on the revised number of shares expected to be earned. Restricted Stock Units During the year ended December 31, 2023, we granted approximately 140,044 RSUs with an aggregate fair value of approximately $0.4 million. During the year ended December 31, 2022, we granted approximately 99,025 time-based RSUs with an aggregate fair value of approximately $1.5 million. During the year ended December 31, 2023, we forfeited 5,575 RSUs compared to 10,583 RSUs forfeited for the year ended December 31, 2022. During the year ended December 31, 2023, we vested 156,786 RSUs compared to 58,870 RSUs vested during the year ended December 31, 2022. A portion of the time-based RSUs vest quarterly in equal amounts over the course of eight quarters, and the remainder vest annually in equal amounts over the course of one Performance Restricted Stock Units During the year ended December 31, 2023, we granted 59,767 PRSUs. These grants are subject to multiple vesting criteria including reaching a 20-day VWAP of $15.0 prior to the expiration of the awards, and a time-vesting restriction, which will vest in equal parts over the next 15 quarters ending December 31, 2026. During the year ended December 31, 2023, we forfeited 55,037 PRSUs and vested (20,000) PRSUs of which, (5,000) PRSUs were cash-settled, respectively. During the year ended December 31, 2022, we granted 80,000 PRSUs including 20,000 cash-settled grants to employees. These grants are subject to multiple vesting criteria including reaching a 20-day VWAP of $19.4 prior to the expiration of the awards, and a time-vesting restriction, which will vest in equal portions over the next 15 quarters ending December 31, 2025. During the year ended December 31, 2022, we forfeited 36,714 PRSUs and vested (20,000) PRSUs, of which, (5,000) PRSUs were cash-settled, respectively.

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Leases	16. 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. The operating lease ROU amortization was $388 thousand and $632 thousand for the twelve months ended December 31, 2023 and 2022, respectively. 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, 2023 December 31, 2022 Leased Assets Operating lease - right of use assets Long term assets $ 413 $ 506 Lease Liabilities Operating lease liabilities - Current Other current liabilities 234 418 Operating lease liabilities Long term liabilities 357 160 $ 591 $ 578 We entered into a lease agreement to lease 2,200 square feet of office space on September 26, 2022, and the lease term will end on November 30, 2024. On December 15, 2022, following a March 18, 2022 building fire that impacted our space and ensuing dispute among us and the landlord, we terminated our lease for 1332 Londontown Boulevard, Eldersburg, Maryland (our former headquarters) and entered into a release and settlement agreement whereby we agreed to pay, and the landlord agreed to accept, a reduced monthly payment through May 1, 2023 in exchange for early termination of the lease. The lease termination resulted in a gain of $94 thousand and is reflected in other (loss) income, net for the year ended December 31, 2022. As a part of this agreement, we assigned both active subleases to the landlord effective as of the execution date. The table below summarizes the lease income and expenses recorded in the consolidated statements of operations incurred year to date ended December 31, 2023, ( in thousands Lease Cost Classification Twelve months ended, December 31, 2023 Twelve months ended, December 31, 2022 Operating lease cost (1) Selling, general and administrative expenses $ 418 700 Short-term leases costs (2) Selling, general and administrative expenses 29 60 Sublease income (3) Selling, general and administrative expenses - (62 ) Net lease cost $ 447 698 (1) (2) (3) We are obligated under certain noncancelable operating leases for office facilities and equipment. Future minimum lease payments under our noncancelable operating leases as of December 31, 2023 are as follows: (in thousands) Gross Future Minimum Lease Payments 2024 $ 263 2025 150 2026 96 2027 90 2028 61 Thereafter - Total $ 660 Less: Interest 69 Present value of lease payments $ 591 The below table summarizes the weighted-average remaining lease term, presented in years, and the weighted-average discount rate for our operating leases included in the consolidated balance sheet as of December 31, 2023: Lease Term and Discount Rate Twelve months ended December 31, 2023 Weighted-average remaining lease term (years) Operating leases 3.38 Weighted-average discount rate Operating leases 6.10 % There was right-of-use assets obtained in exchange for operating lease liabilities of $460 thousand during the year ended December 31, 2023. The table below sets out the classification of lease payments in the consolidated statements of cash flows: (in thousands) Twelve months ended December 31, Cash paid for amounts included in measurement of liabilities 2023 2022 Cash paid for amounts included in measurement of liabilities $ 453 $ 1,233

Employee Benefits

Employee Benefits	12 Months Ended
	Dec. 31, 2023
Employee Benefits [Abstract]
Employee Benefits	17. 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 eligible employees. Our contributions to the plan were approximately $531 thousand and $479 thousand for the years ended December 31, 2023 and 2022, respectively.

Segment Information

Segment Information	12 Months Ended
	Dec. 31, 2023
Segment Information [Abstract]
Segment Information	18. Segment Information We have two reportable business segments for which the Company’s president and CEO is the chief operating decision maker (CODM) for both. The Engineering two years. Workforce Solutions segment provides specialized workforce solutions primarily to the nuclear industry, working at clients’ facilities. This business is managed through our Training Services and Technical Staffing subsidiaries. The business model, management focus, margins and other factors clearly separate this business line from the rest of the GSE product and service portfolio. The following table sets forth the revenu (in thousands) Years ended December 31, 2023 2022 Revenue: Engineering $ 31,790 $ 29,919 Workforce Solutions 13,251 17,815 Total revenue 45,041 47,734 Gross profit Engineering 10,073 9,557 Workforce Solutions 1,857 2,353 Total gross profit 11,930 11,910 Operating loss Engineering (3,789 ) (6,388 ) Workforce Solutions (3,029 ) (8,018 ) Operating loss (6,818 ) (14,406 ) Interest expense (1,932 ) (1,272 ) Change in fair value of derivative instruments, net 850 477 Other (loss) income, net (802 ) (91 ) Loss before taxes $ (8,702 ) $ (15,292 ) The operating loss above for the years ended December 31, 2023 and 2022 include goodwill and intangible asset impairment charges of $1.4 million and $7.5 million for Workforce Solutions, respectively. Additional information relating to segments is as follows: (in thousands) December 31, 2023 2022 Engineering $ 20,980 $ 21,705 Workforce Solutions 1,825 4,791 Total assets $ 22,805 $ 26,496 For the years ended December 31, 2023 and 2022, 92% 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 (loss) income and total assets for our United States, European, and Asian subsidiaries as of and for the years ended December 31, 2023 and 2022 are as follows: (in thousands) Year ended December 31, 2023 United States Asia Consolidated Revenue $ 44,040 $ 1,001 $ 45,041 Operating loss $ (6,676 ) $ (142 ) $ (6,818 ) Net assets, at December 31 $ 21,202 $ 1,603 $ 22,805 (in thousands) Year ended December 31, 2022 United States Asia Consolidated Revenue $ 46,622 $ 1,112 $ 47,734 Operating loss $ (14,225 ) $ (181 ) $ (14,406 ) Net assets, at December 31 $ 24,631 $ 1,865 $ 26,496 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 16%, of our consolidated 2023 and 2022 revenue, respectively. Revenue from foreign countries where our customers reside were all individually less than 10% of our consolidated revenue during 2023 and 2022.

Supplemental Disclosure of Cash

Supplemental Disclosure of Cash Flow Information	12 Months Ended
	Dec. 31, 2023
Supplemental Disclosure of Cash Flow Information [Abstract]
Supplemental Disclosure of Cash Flow Information	19. Supplemental Disclosure of Cash Flow Information (in thousands) Year ended December 31, 2023 2022 Cash paid for interest and income taxes: Interest $ 947 $ 546 Income taxes $ 79 $ 47 Non-cash financing activities: Repayment of convertible note in shares $ 2,886 $ 824 Establishment of new right-of-use assets 320 60 Establishment of new operating lease liability (454 ) (58 ) Discount on issuance of convertible note $ 300 $ 750

Non-consolidated Variable Inter

Non-consolidated Variable Interest Entity	12 Months Ended
	Dec. 31, 2023
Non-consolidated Variable Interest Entity [Abstract]
Non-consolidated Variable Interest Entity	20. 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 are not 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, 2023, 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, 2023, 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, 2023, 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, 2023.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	21. Commitments and Contingencies Per ASC 450 Accounting for Contingencies Three former employees of Absolute Consulting, Inc. and Hyperspring, LLC, filed putative class action lawsuits against the Company, alleging that the Company failed to pay overtime wages as required by the Fair Labor Standards Act and state law. The three cases Natalie Adams v. Absolute Consulting, Inc 6:20-cv-01099, Matthew Waldecker v. Hyperspring, LLC 2:20-cv-1948, Don Pharr v. Absolute Consulting, Inc 23-cv-01558-JRR On August 22, 2023, Plaintiffs in Adams, Waldecker and Pharr and GSE Systems, Inc., Hyperspring and Absolute participated in private mediation. The mediation was successful and an agreement in principle was reached before the conclusion of the mediation to resolve and dismiss all three pending matters in exchange for a settlement payment. The parties’ settlement agreement was executed on October 30, 2023 and will result in the dismissal of all three cases. In addition to customary terms, GSE Systems, Hyperspring and Absolute will be obligated to make a series of payments in 2024, eventually totaling $750,000 inclusive of attorneys’ fees and costs. This amount is included in accrued legal settlements as of December 31, 2023, and included as a part of selling, general and administrative costs for the year ended 2023. One former employee of Hyperspring, LLC, had filed charged with the Equal Employment Opportunity Commission, alleging discrimination and retaliation, which Hyperspring, LLC, filed a response denying those claims. On December 19, 2023, a complaint was filed in the United States Eastern District of Tennessee against GSE Systems, Inc and its subsidiaries. Subsequent to the year ended December 31, 2023, a settlement agreement was executed by the parties on February 29, 2024, dismissing the case with the obligation to pay approximately $260,000 inclusive of attorneys’ fees. As such, this amount is included in accrued legal settlements as of December 31, 2023, and included as a part of selling, general and administrative costs for the year ended 2023.

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
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.
Reverse Stock Split	Reverse Stock Split On October 30, 2023, the Company effected a ten-for-one reverse stock split of the Company’s common stock whereby each ten shares of the Company’s authorized and outstanding common stock was replaced with one share of common stock. The par value of the common stock was not adjusted. All common share and per share amounts for all periods presented in the consolidated financial statements and the notes to the consolidated financial statements have been retrospectively adjusted to give effect to the reverse stock split.
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 credit loss, 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 Engineering segment and the training and consulting service contracts through both the Engineering 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. 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. Cash and cash equivalents may at times exceed the FDIC insured limits.
Restricted cash	Restricted cash Restricted cash represents cash that is legally or contractually restricted as to its withdrawal or usage. The Company is required to pledge or otherwise restrict a portion of our cash related to letters of credit and other vendor agreements. Restricted cash is presented as a current or long term asset in our consolidated balance sheets based on the amounts becoming unrestricted in the twelve month period following the reporting date.
Contract receivables, net and contract liabilities	Contract receivables, net and contract liabilities Contract receivables, net include recoverable costs for both billed and unbilled receivables. Unbilled receivables include amounts earned in performance of services that have not been invoiced. Contract liabilities include billings in excess of revenue earned 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 credit loss are recorded in accordance with ASU 2016-13, “
Impairment of long-lived assets	Impairment of long-lived assets Long-lived assets, such as equipment, purchased software, capitalized software development costs, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized at the amount by which the carrying amount of the asset exceeds its fair value. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated.
Development expenditures	Development expenditures Development expenditures incurred to meet customer specifications under contracts are charged to cost of revenue. Company sponsored development expenditures are either charged to operations as incurred and are included in research and development expenses or are capitalized as software development costs. The amounts incurred for Company sponsored development activities relating to the development of new products and services or the improvement of existing products and services, were approximately $1.1 million and $1.0 million for the year ended December 31, 2023 and 2022, respectively. Of these amounts, the Company capitalized approximately $0.5 million and $0.4 million for the year ended December 31, 2023 and 2022, 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 costs, 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 the fair value of assets of an acquired business We completed our annual quantitative step 1 analysis as of December 31, 2023 and 2022 and concluded that the fair value of the Workforce Solutions business segment did not exceed it’s carrying value. A discounted cashflow analysis was performed and we concluded the Goodwill on Workforce Solutions segment of $0.5 million was fully impaired at December 31, 2023. Per the annual valuation performed, no impairment was determined to exist for the Engineering segment as of December 31, 2023. 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 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 . Compensation expense related to restricted stock unit (RSU) awards is recognized on a pro rata straight-line basis based of the fair value of share awards that are scheduled to vest during the requisite service period. Compensation expense related to performance-vesting restricted stock unit (PRSU) awards is recognized on a straight-line basis over the performance period based on the probable outcome of achievement of the financial targets. The Company can also elect to issue cash-settled RSUs or PRSUs which are subject to fair value remeasurement at each reporting date
Significant customers and concentration of credit risk	Significant customers and concentration of credit risk We have a concentration of revenue from one individual customer, which accounted for 22.7% and 13.6% of our consolidated revenue for the years ended December 31, 2023 and December 31, 2022, respectively. No other individual customer accounted for more than 10% of our consolidated revenue in 2023 or 2022. As of December 31, 2023, we had one customer who accounted for 12.1% of the Company’s consolidated contract receivables. No customer accounted for over 10% of the Company’s consolidated contract receivables as of December 31, 2022.
Fair values of financial instruments	Fair values of financial instruments We established mark-to-market liabilities related to certain common stock purchase warrants and certain embedded features included in our convertible debt. The fair values of these are estimated upon issuance and at each reporting period thereafter. For all accounting policies described in this document, management cautions that future events rarely develop exactly as forecasted and even our best estimates may require adjustment as facts and circumstances change. The carrying amounts of current assets and current liabilities reported in the consolidated balance sheets approximate fair value due to their short term duration.
Reclassifications and immaterial corrections of previously issued Financial Statements	Reclassifications and immaterial corrections of previously issued Financial Statements Certain
Liquidity and Going Concern	Liquidity and Going Concern The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and satisfy its liabilities and commitments in the normal course of business. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, are only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management determined that the implemented plans to mitigate relevant conditions may not alleviate management’s concerns that raise substantial doubt about the Company’s ability to continue as a going concern within the twelve months ended March 31, 2025. The Company has incurred operating losses and has not demonstrated an ability to generate cash in excess of its operating expenses for a sustained period of time. During the year ended December 31, 2023, the Company generated a loss from operations of $6.8 million, which includes non-cash impairment charges of long-lived assets and goodwill from our Workforce Solutions segment totaling $1.4 million. As of December 31, 2023, the Company had domestic unrestricted cash and cash equivalents of $1.0 million which is not sufficient to fund the Company’s planned operations through one year after the date the consolidated financial statements are issued. Although the Company has shown significant improvement in the second half of the year, it has not achieved its forecast for several periods and there is no assurance that it will achieve its forecast over the twelve months ending March 31, 2025. These factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that our audited consolidated financial statements are issued. In making this assessment we performed a comprehensive analysis of our current circumstances and to alleviate these conditions, management is monitoring the Company’s performance and evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, restructuring of operations to grow revenues and decrease expenses, obtaining equity financing, issuing debt, or entering into other financing arrangements. The analysis used to determine the Company’s ability to continue as a going concern does not include cash sources outside the Company’s direct control that management expects to be available within the next twelve months ending March 31, 2025.

Recent Accounting Pronounceme_2

Recent Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 2023
Recent Accounting Pronouncements [Abstract]
Accounting pronouncements recently adopted	Accounting pronouncements recently adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) to replace the incurred loss impairment methodology under U.S. GAAP. This ASU introduces a new accounting model, the Current Expected Credit Losses model (CECL), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired, and require a loss be recognized before it is realized. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. The new standard will apply to accounts receivable, loans, and other financial instruments with credit risk. This standard was effective for the Company beginning January 1, 2023. The Company adopted the new guidance starting January 1, 2023 on a modified retrospective basis. The impact of this ASU is reflected in the consolidated financial statements and was not material. 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.
Accounting pronouncements not yet adopted	Accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact that adoption of this accounting standard will have on its financial disclosures.

Earnings per Share (Tables)

Earnings per Share (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2023 2022 Numerator: Net income (loss) attributed to common shareholders $ (8,724 ) $ (15,343 ) Denominator: Weighted-average shares outstanding for basic earnings per share 2,486,550 2,136,290 Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 2,486,550 2,136,290 Total shares considered for dilution 1,068,722 460,113

Revenue (Tables)

Revenue (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2023 and 2022, along with the reportable segment for each category: ( in thousands Twelve Months Ended December 31, 2023 2022 Engineering System Design and Build - Over time $ 6,307 $ 6,595 Software 4,652 4,684 Point in time 568 921 Over time 4,084 3,763 Training and Consulting Services 20,831 18,640 Point in time 448 245 Over time 20,383 18,395 Workforce Solutions segment Training and Consulting Services 13,251 17,815 Point in time 343 62 Over time 12,908 17,753 Total revenue $ 45,041 $ 47,734
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, 2023 December 31, 2022 Billings in excess of revenue earned (BIE) $ 5,119 $ 4,163 Revenue recognized in the period from amounts included in BIE at the beginning of the period $ 3,751 $ 3,785

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2023 Gross Carrying Amount Accumulated Amortization Impact of Impairment Net Amortized intangible assets Customer relationships $ 8,164 $ (7,395 ) $ - $ 769 Trade names 1,689 (1,283 ) - 406 Developed technology 471 (471 ) - - Non-contractual customer relationships 433 (433 ) - - Noncompete agreement 527 (523 ) - 4 Alliance agreement 527 (527 ) - - Others 167 (167 ) - - Total $ 11,978 $ (10,799 ) $ - $ 1,179 (in thousands) As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Impact of Impairment Net Amortized intangible assets Customer relationships $ 8,628 $ (7,050 ) $ (464 ) $ 1,114 Trade names 1,689 (1,196 ) - 493 Developed technology 471 (471 ) - - Non-contractual customer relationships 433 (433 ) - - Noncompete agreement 527 (486 ) - 41 Alliance agreement 527 (488 ) - 39 Others 167 (167 ) - - Total $ 12,442 $ (10,291 ) $ (464 ) $ 1,687
Finite-Lived Intangible Assets, Future Amortization Expense	The following table details the estimated amortization expense of the definite-lived intangible assets for the next five years: (in thousands) Years ended December 31: 2024 $ 332 2025 255 2026 204 2027 169 2028 108 Thereafter 111 $ 1,179
Goodwill	Goodwill (in thousands) Goodwill Impairment Net Engineering $ 8,278 $ (3,370 ) $ 4,908 Workforce Solutions 8,431 (8,431 ) - Net book value at December 31, 2023 $ 16,709 $ (11,801 ) $ 4,908 Goodwill Impairment Net Engineering $ 8,278 $ (3,370 ) $ 4,908 Workforce Solutions 8,431 (7,040 ) 1,391 Net book value at December 31, 2022 $ 16,709 $ (10,410 ) $ 6,299

Contract Receivables (Tables)

Contract Receivables (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2023 2022 Billed receivables $ 5,720 $ 6,074 Unbilled receivables 4,729 5,146 Allowance for credit loss (283 ) (1,156 ) Total contract receivables, net $ 10,166 $ 10,064
Allowance For Doubtful Account Rollforward	The following table sets forth the activity in allowance for credit losses: (in thousands) As of and for the Years ended December 31, 2023 2022 Beginning balance $ 1,156 $ 1,010 Adoption of ASC326 Current Expected Credit Losses (CECL) 57 - Adjusted beginning balance 1,213 1,010 Current period provision for expected credit loss 178 221 Write-offs charged against the allowance, net of recoveries (1,070 ) (7 ) Currency adjustment (38 ) (68 ) Ending balance $ 283 $ 1,156

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2023 2022 Income tax receivable $ 38 $ 78 Prepaid expenses 796 947 ERC receivable - 1,028 Other current assets 45 112 Total $ 879 $ 2,165

Equipment, Software and Lease_2

Equipment, Software and Leasehold Improvements (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2023 2022 Computer and equipment $ 2,381 $ 2,363 Software 2,292 2,291 Leasehold improvements 805 659 Furniture and fixtures 840 838 6,318 6,151 Accumulated depreciation (5,564 ) (5,379 ) Equipment, software and leasehold improvements, net $ 754 $ 772

Product Warranty (Tables)

Product Warranty (Tables)	12 Months Ended
	Dec. 31, 2023
Product 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, 2023 2022 Beginning balance $ 502 $ 748 Current year provision (133 ) (44 ) Current year claims (83 ) (195 ) Currency adjustment (2 ) (7 ) Ending balance $ 284 $ 502
Activity in Warranty Accounts	The current and non-current warranty balance is as follows: December 31, 2023 2022 Current $ 176 $ 370 Non-current 108 132 Total Warranty $ 284 $ 502

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value of Financial Instruments [Abstract]
Level 3 Fair Value Measurement Inputs	The Company used the Monte Carlo simulation model to determine the fair value of the Warrants and Cash-Settled PRSUs, which required the input of subjective assumptions. The fair value of the Warrants and Convertible Note redemption features as of December 31, 2023 was estimated with the following assumptions. Amended 2022 Convertible Note The “2022 Warrants” 2023 Convertible Note The “2023 Warrants” Exercise Price $ 19.40 $ 19.40 $ 5.00 $ 5.00 Common Stock Price $ 2.01 $ 2.01 $ 2.01 $ 2.01 Risk Free Rate 5.13 % 3.93 % 4.41 % 3.81 % Volatility 90.0 % 90.0 % 90.0 % 90 % Term (in years) 0.4 yrs. 3.2 yrs. 1.5 yrs. 4.5 yrs.
Assets Measured at Fair Value	The following table presents assets measured at fair value at December 31, 2023: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total Derivative liability $ - $ - $ 588 $ 588 Warrant liability - - 520 520 Cash settled performance-vesting restricted stock units - - 24 24 Balance at December 31, 2023 $ - $ - $ 1,132 $ 1,132 The following table presents assets measured at fair value at December 31, 2022: Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (in thousands) (Level 1) (Level 2) (Level 3) Level 3 Total Derivative liability $ - $ - $ 285 $ 285 Warrant liability - - 267 267 Cash settled performance-vesting restricted stock units - - 51 51 Balance at December 31, 2022 $ - $ - $ 603 $ 603
Changes in Fair Value of Level 3 Liabilities	The following table summarizes changes in the fair value of our Level 3 liabilities during the twelve months ended December 31, 2023. (in thousands) Embedded Redemption Features Warrant Cash Settled PRSUs Level 3 Total Balance at December 31, 2022 $ 285 $ 267 $ 51 $ 603 FV of derivatives with new convertible note issuance 286 1,120 - 1,406 Change in FV included in gain on derivative instruments, net 17 (867 ) - (850 ) Stock compensation less payments made - - (27 ) (27 ) Balance at December 31, 2023 $ 588 $ 520 $ 24 $ 1,132

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2023
Debt [Abstract]
Convertible Note	On June 23, 2023, the Company entered into a second Securities Purchase Agreement (the “2023 Purchase Agreement”) with Lind Global, pursuant to which we issued to Lind Global that certain Senior Convertible Promissory Note, dated February 23, 2022 (the “2023 Convertible Note” and, together with the 2022 Convertible Note, the “Convertible Notes”)(see Note 1) and a common stock purchase warrant to acquire 426,427 shares of our Common Stock (the “2023 Warrant”). The 2023 Convertible Note does not bear interest but was issued at a $0.3 million discount (“OID”). We received proceeds of approximately $1.4 million net of the OID and expenses. (in thousands) 2022 Convertible Note 2023 Convertible Note Total Convertible Notes Amount Amount Amount 2022 Convertible Note issued $ 5,750 $ 1,800 $ 7,550 Debt discount (750 ) (300 ) (1,050 ) Issuance cost: Commitment fee (175 ) (52 ) (227 ) Balance of investor’s counsel fees (43 ) (34 ) (77 ) Net proceeds of Convertible Note $ 4,782 $ 1,414 $ 6,196 Additional OID costs not in original funds flow (121 ) (15 ) (136 ) Fair value of Warrant Liabilities on issuance (724 ) (1,119 ) (1,843 ) Fair value of Conversion Features on issuance (306 ) (286 ) (592 ) Allocated OID costs to Convertible Note 25 30 55 Allocation of Discounts on Troubled Debt Restructuring (660 ) 660 - Interest expense accrued on Convertible Note as of December 31, 2023 2,946 283 3,229 Principal and interest payments as of December 31, 2023 (5,462 ) - (5,462 ) Balance of 2022 Convertible Note as of December 31, 2023 $ 480 $ 967 $ 1,447 At December 31, 2023, the outstanding debt under the Convertible Note agreement was as follows: Principal Debt Discounts Net Current portion of Long-Term Debt $ 1,849 $ (1,039 ) $ 810 Long-Term Debt less current portion 750 (113 ) 637 Balance of Convertible Notes as of December 31, 2023 $ 2,599 $ (1,152 ) $ 1,447 At December 31, 2022, the outstanding debt under the Convertible Note agreement was as follows: Principal Debt Discounts Net Current portion of Long-Term Debt $ 3,833 $ (795 ) $ 3,038 Long-Term Debt less current portion 320 (10 ) 310 Balance of Convertible Notes as of December 31, 2022 $ 4,153 $ (805 ) $ 3,348
Future Principal Payments of Convertible Note	The following table details the future principal payments of the Convertible Note, gross of debt discounts: (in thousands) Years ended December 31: 2024 $ 1,849 2025 750 Thereafter - $ 2,599

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2023 2022 Domestic $ (8,584 ) $ (15,128 ) Foreign (118 ) (164 ) Total $ (8,702 ) $ (15,292 )
Benefit from Income Taxes	The provision (benefit) for income taxes is as follows: (in thousands) Years ended December 31, 2023 2022 Current: Federal $ - $ - State 33 42 Foreign (23 ) 95 Subtotal 10 137 Deferred: Federal - (47 ) State 12 (39 ) Foreign - - Subtotal 12 (86 ) Total $ 22 $ 51
Effective Income Tax Rate Reconciliation	The effective income tax rate for the years ended December 31, 2023 and 2022 differed from the statutory federal income tax rate as presented below: Effective Tax Rate percentage (%) Years ended December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 2.4 % 2.4 % Effect of foreign operations (0.3 )% (0.3 )% Change in valuation allowance (16.5 )% (20.7 )% Stock-based compensation (2.1 )% (0.9 )% Convertible Note transactions (5.0 )% (1.2 )% Uncertain tax positions 0.3 % (0.7 )% Other (0.1 )% 0.1 % Effective tax rate (0.3 )% (0.3 )%
Deferred Tax Assets and Liabilities	Deferred income taxes arise from temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. A summary of the tax effect of the significant components of the deferred income tax assets and liabilities is as follows: (in thousands) As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 9,372 $ 7,853 Accruals 330 62 Reserves 139 409 Stock-based compensation expense 228 283 Intangible assets 2,228 2,356 Goodwill 1,687 1,551 Operating lease liability 121 132 Fixed assets 27 65 Sec. 174 R&D costs 228 129 Other 196 231 Total deferred tax asset 14,556 13,071 Valuation allowance (14,008 ) (12,572 ) Total deferred tax asset less valuation allowance 548 499 Deferred tax liabilities: Software development costs (17 ) (59 ) Indefinite-lived intangibles (440 ) (346 ) Operating lease - right of use asset (109 ) (100 ) Other - - Total deferred tax liability (566 ) (505 ) Net deferred tax liability $ (18 ) $ (6 )
Uncertain Tax Liabilities	The following table outlines our uncertain tax liabilities, including accrued interest and penalties for each jurisdiction: China South Korea UK (in thousands) Tax Interest and Penalties Tax Interest and Penalties Tax Interest and Penalties Total Balance, January 1, 2022 $ 220 $ 428 $ 644 $ 335 $ 45 $ 30 $ 1,702 Increases - 4 - 51 - 61 116 Decreases (17 ) - (22 ) - (5 ) - (44 ) Balance, December 31, 2022 $ 203 $ 432 $ 622 $ 386 $ 40 $ 91 $ 1,774 Increases - 25 - 57 - - 82 Decreases (5 ) - (19 ) - (40 ) (91 ) (155 ) Balance, December 31, 2023 $ 198 $ 457 $ 603 $ 443 $ - $ - $ 1,701

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2023
Stock-Based Compensation [Abstract]
Restricted Stock Units	During the years ended December 31, 2023 and 2022, we issued RSUs and PRSUs to employees which vest upon the achievement of specific market-based or time-based measures. The fair value of RSU’s is calculated using the stock price on the grant date and expensed ratably over the service period. The fair value for PRSU’s is determined using a Monte Carlo simulation model and expensed ratably over the derived service period, which typically 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, 2023 and 2022. Number of Shares Weighted Average Fair Value Nonvested RSUs at January 1, 2022 159,567 $ 17.70 RSUs granted 179,025 14.89 RSUs forfeited (47,297 ) 21.34 RSUs vested (78,870 ) 16.82 Nonvested RSUs at December 31, 2022 212,425 $ 13.99 Nonvested RSUs at January 1, 2023 212,425 $ 13.99 RSUs granted 199,810 2.17 RSUs forfeited (60,612 ) 11.01 RSUs vested (176,786 ) 7.87 Nonvested RSUs at December 31, 2023 174,837 $ 7.29

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
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, 2023 December 31, 2022 Leased Assets Operating lease - right of use assets Long term assets $ 413 $ 506 Lease Liabilities Operating lease liabilities - Current Other current liabilities 234 418 Operating lease liabilities Long term liabilities 357 160 $ 591 $ 578
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, 2023, ( in thousands Lease Cost Classification Twelve months ended, December 31, 2023 Twelve months ended, December 31, 2022 Operating lease cost (1) Selling, general and administrative expenses $ 418 700 Short-term leases costs (2) Selling, general and administrative expenses 29 60 Sublease income (3) Selling, general and administrative expenses - (62 ) Net lease cost $ 447 698 (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 our noncancelable operating leases as of December 31, 2023 are as follows: (in thousands) Gross Future Minimum Lease Payments 2024 $ 263 2025 150 2026 96 2027 90 2028 61 Thereafter - Total $ 660 Less: Interest 69 Present value of lease payments $ 591
Operating Lease Weighted Average Remaining Lease Term And Discount Rate	The below table summarizes the weighted-average remaining lease term, presented in years, and the weighted-average discount rate for our operating leases included in the consolidated balance sheet as of December 31, 2023: Lease Term and Discount Rate Twelve months ended December 31, 2023 Weighted-average remaining lease term (years) Operating leases 3.38 Weighted-average discount rate Operating leases 6.10 %
Classification of Lease Payments in the Statement of Cash Flows	There was right-of-use assets obtained in exchange for operating lease liabilities of $460 thousand during the year ended December 31, 2023. The table below sets out the classification of lease payments in the consolidated statements of cash flows: (in thousands) Twelve months ended December 31, Cash paid for amounts included in measurement of liabilities 2023 2022 Cash paid for amounts included in measurement of liabilities $ 453 $ 1,233

Segment Information (Tables)

Segment Information (Tables)	12 Months Ended
	Dec. 31, 2023
Segment Information [Abstract]
Reconciliation of Operating Profit (Loss) from Segments to Consolidated	The following table sets forth the revenu (in thousands) Years ended December 31, 2023 2022 Revenue: Engineering $ 31,790 $ 29,919 Workforce Solutions 13,251 17,815 Total revenue 45,041 47,734 Gross profit Engineering 10,073 9,557 Workforce Solutions 1,857 2,353 Total gross profit 11,930 11,910 Operating loss Engineering (3,789 ) (6,388 ) Workforce Solutions (3,029 ) (8,018 ) Operating loss (6,818 ) (14,406 ) Interest expense (1,932 ) (1,272 ) Change in fair value of derivative instruments, net 850 477 Other (loss) income, net (802 ) (91 ) Loss before taxes $ (8,702 ) $ (15,292 )
Reconciliation of Assets from Segment to Consolidated	Additional information relating to segments is as follows: (in thousands) December 31, 2023 2022 Engineering $ 20,980 $ 21,705 Workforce Solutions 1,825 4,791 Total assets $ 22,805 $ 26,496
Segment Reporting Information, by Segment	For the years ended December 31, 2023 and 2022, 92% 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 (loss) income and total assets for our United States, European, and Asian subsidiaries as of and for the years ended December 31, 2023 and 2022 are as follows: (in thousands) Year ended December 31, 2023 United States Asia Consolidated Revenue $ 44,040 $ 1,001 $ 45,041 Operating loss $ (6,676 ) $ (142 ) $ (6,818 ) Net assets, at December 31 $ 21,202 $ 1,603 $ 22,805 (in thousands) Year ended December 31, 2022 United States Asia Consolidated Revenue $ 46,622 $ 1,112 $ 47,734 Operating loss $ (14,225 ) $ (181 ) $ (14,406 ) Net assets, at December 31 $ 24,631 $ 1,865 $ 26,496

Supplemental Disclosure of Ca_2

Supplemental Disclosure of Cash Flow Information (Tables)	12 Months Ended
	Dec. 31, 2023
Supplemental Disclosure of Cash Flow Information [Abstract]
Supplemental Disclosure of Cash Flow Information	(in thousands) Year ended December 31, 2023 2022 Cash paid for interest and income taxes: Interest $ 947 $ 546 Income taxes $ 79 $ 47 Non-cash financing activities: Repayment of convertible note in shares $ 2,886 $ 824 Establishment of new right-of-use assets 320 60 Establishment of new operating lease liability (454 ) (58 ) Discount on issuance of convertible note $ 300 $ 750

Summary of Significant Accoun_3

Summary of Significant Accounting Policies, Summary (Details) $ in Thousands		12 Months Ended
	Oct. 30, 2023	Dec. 31, 2023 USD ($) Obligation Segment Stream	Dec. 31, 2022 USD ($)
Reverse Stock Split [Abstract]
Reverse stock split	10
Revenue Recognition [Abstract]
Number of broad revenue streams | Stream		3
Number of performance obligations | Obligation		2
Warranty terms for SDB contracts		1 year
Contract Receivables, Net and Contract Liabilities {Abstract}
Number of geographic portfolio segments | Segment		3
Development Expenditures [Abstract]
Development expenditures		$ 1,100	$ 1,000
Capitalized software development costs		$ 498	$ 380
Software Development Costs [Abstract]
Software development costs useful life		3 years
Goodwill and Intangible Assets [Abstract]
Number of reporting segments | Segment		2
Number of operating segments | Segment		2
Workforce Solutions [Member]
Goodwill and Intangible Assets [Abstract]
Goodwill impairment loss		$ 500
Engineering [Member]
Goodwill and Intangible Assets [Abstract]
Goodwill impairment loss		$ 0
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) - Customer Concentration Risk [Member] - Customer	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue [Member]
Revenue by major customers [Abstract]
Number of major customers	1	1
Revenue [Member] | Customer One [Member]
Revenue by major customers [Abstract]
Percentage contributed by major customers	22.70%	13.60%
Contract Receivables [Member]
Revenue by major customers [Abstract]
Number of major customers	1	0
Contract Receivables [Member] | Customer One [Member]
Revenue by major customers [Abstract]
Percentage contributed by major customers	12.10%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies, Liquidity and Going Concern (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Operating loss	$ (6,818)	$ (14,406)
Goodwill and intangible asset impairment charge	1,391	$ 7,505
Unrestricted cash	$ 1,000

Earnings per Share (Details)

Earnings per Share (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator [Abstract]
Net income (loss) attributed to common shareholders	$ (8,724)	$ (15,343)
Denominator [Abstract]
Weighted-average shares outstanding for basic earnings per share (in shares)	2,486,550	2,136,290
Effect of dilutive securities [Abstract]
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share (in shares)	2,486,550	2,136,290
Total shares considered for dilution (in shares)	1,068,722	460,113

Coronavirus Aid, Relief and E_2

Coronavirus Aid, Relief and Economic Security Act (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Retention Credits [Abstract]
Tax benefit recognized	$ 22	$ 51
Employee Retention Credits [Member]
Employee Retention Credits [Abstract]
Refund of employee retention credit	$ 1,000	$ 3,000	$ 5,000
Tax benefit recognized			2,200
Other income			$ 7,200

Revenue (Details)

Revenue (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Stream	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Abstract]
Number of broad revenue streams | Stream	3
Revenue	$ 45,041	$ 47,734
Contract with Customer, Asset and Liability [Abstract]
Billings in excess of revenue earned (BIE)	5,119	4,163
Revenue recognized in the period from amounts included in Billings-in-Excess of Revenue Earned at the beginning of the period	3,751	3,785
Revenue, Performance Obligation [Abstract]
Remaining performance obligation	19,100
Engineering Segment [Member] | System Design and Build [Member] | Over Time [Member]
Disaggregation of Revenue [Abstract]
Revenue	6,307	6,595
Engineering Segment [Member] | Software [Member]
Disaggregation of Revenue [Abstract]
Revenue	4,652	4,684
Engineering Segment [Member] | Software [Member] | Point in Time [Member]
Disaggregation of Revenue [Abstract]
Revenue	568	921
Engineering Segment [Member] | Software [Member] | Over Time [Member]
Disaggregation of Revenue [Abstract]
Revenue	4,084	3,763
Engineering Segment [Member] | Training and Consulting Services [Member]
Disaggregation of Revenue [Abstract]
Revenue	20,831	18,640
Engineering Segment [Member] | Training and Consulting Services [Member] | Point in Time [Member]
Disaggregation of Revenue [Abstract]
Revenue	448	245
Engineering Segment [Member] | Training and Consulting Services [Member] | Over Time [Member]
Disaggregation of Revenue [Abstract]
Revenue	20,383	18,395
Workforce Solutions [Member]
Disaggregation of Revenue [Abstract]
Revenue	13,251	17,815
Workforce Solutions [Member] | Training and Consulting Services [Member]
Disaggregation of Revenue [Abstract]
Revenue	13,251	17,815
Workforce Solutions [Member] | Training and Consulting Services [Member] | Point in Time [Member]
Disaggregation of Revenue [Abstract]
Revenue	343	62
Workforce Solutions [Member] | Training and Consulting Services [Member] | Over Time [Member]
Disaggregation of Revenue [Abstract]
Revenue	$ 12,908	$ 17,753
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-31
Revenue, Performance Obligation [Abstract]
Expected period to recognize revenue as performance obligations are satisfied	12 months

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Amortized Intangible Assets [Abstract]
Gross carrying amount	$ 11,978	$ 12,442
Accumulated amortization	(10,799)	(10,291)
Impact of Impairment	$ 0	(464)
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Intangible assets, net
Net	$ 1,179	1,687
Amortization of intangible assets	$ 508	868
Weighted average remaining life of intangible assets	9 years 6 months
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2024	$ 332
2025	255
2026	204
2027	169
2028	108
Thereafter	111
Total	1,179	1,687
Goodwill, Impaired [Abstract]
Goodwill	16,709	16,709
Accumulated Impairment	(11,801)	(10,410)
Net	4,908	6,299
Engineering [Member]
Goodwill, Impaired [Abstract]
Goodwill	8,278	8,278
Accumulated Impairment	(3,370)	(3,370)
Net	4,908	4,908
Workforce Solutions [Member]
Goodwill, Impaired [Abstract]
Goodwill	8,431	8,431
Accumulated Impairment	(8,431)	(7,040)
Net	0	1,391
Goodwill impairment loss	500
Workforce Solutions [Member] | Training Services and Technical Staffing [Member]
Goodwill, Impaired [Abstract]
Accumulated Impairment				$ 7,000
Workforce Solutions [Member] | Training Services [Member]
Goodwill, Impaired [Abstract]
Accumulated Impairment			$ 900
Workforce Solutions [Member] | Technical Staffing [Member]
Goodwill, Impaired [Abstract]
Accumulated Impairment			$ 900
Customer Relationships [Member]
Amortized Intangible Assets [Abstract]
Gross carrying amount	8,164	8,628
Accumulated amortization	(7,395)	(7,050)
Impact of Impairment	0	(464)
Net	769	1,114
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Total	769	1,114
Trade Names [Member]
Amortized Intangible Assets [Abstract]
Gross carrying amount	1,689	1,689
Accumulated amortization	(1,283)	(1,196)
Impact of Impairment	0	0
Net	406	493
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Total	406	493
Developed Technology [Member]
Amortized Intangible Assets [Abstract]
Gross carrying amount	471	471
Accumulated amortization	(471)	(471)
Impact of Impairment	0	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	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	527
Accumulated amortization	(523)	(486)
Impact of Impairment	0	0
Net	4	41
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Total	4	41
Alliance Agreement [Member]
Amortized Intangible Assets [Abstract]
Gross carrying amount	527	527
Accumulated amortization	(527)	(488)
Impact of Impairment	0	0
Net	0	39
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Total	0	39
Others [Member]
Amortized Intangible Assets [Abstract]
Gross carrying amount	167	167
Accumulated amortization	(167)	(167)
Impact of Impairment	0	0
Net	0	0
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Total	$ 0	$ 0

Contract Receivables (Details)

Contract Receivables (Details) $ in Thousands		12 Months Ended
	Jan. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Contract Receivables [Abstract]
Maximum term of contract receivables		12 months
Components of contract receivables [Abstract]
Billed receivables		$ 5,720	$ 6,074
Unbilled receivables		4,729	5,146
Allowance for credit loss		(283)	(1,156)
Total contract receivables, net		$ 10,166	10,064
Number of geographic portfolio segments | Segment		3
Credit loss expense		$ 232	221
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance		1,156	1,010
Current period provision for expected credit loss		178	221
Write-offs charged against the allowance, net of recoveries		(1,070)	(7)
Currency adjustment		(38)	(68)
Ending balance		283	1,156
ASC 326 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]
Components of contract receivables [Abstract]
Allowance for credit loss			(57)
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance		57	0
Ending balance			57
ASC 326 [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member]
Components of contract receivables [Abstract]
Allowance for credit loss			(1,213)
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning balance		$ 1,213	1,010
Ending balance			$ 1,213
Subsequent Event [Member]
Unbilled Contract Receivables [Abstract]
Subsequent billing	$ 4,500

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Other Current Assets [Abstract]
Income tax receivable	$ 38	$ 78
Prepaid expenses	796	947
ERC receivable	0	1,028
Other current assets	45	112
Total	$ 879	$ 2,165

Equipment, Software and Lease_3

Equipment, Software and Leasehold Improvements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equipment, Software and Leasehold Improvements, Net [Abstract]
Equipment, software and leasehold improvements	$ 6,318	$ 6,151
Accumulated depreciation	(5,564)	(5,379)
Equipment, software and leasehold improvements, net	754	772
Depreciation expense	185	304
Computer and Equipment [Member]
Equipment, Software and Leasehold Improvements, Net [Abstract]
Equipment, software and leasehold improvements	2,381	2,363
Software [Member]
Equipment, Software and Leasehold Improvements, Net [Abstract]
Equipment, software and leasehold improvements	2,292	2,291
Capitalization of internal-use software cost	0	100
Leasehold Improvements [Member]
Equipment, Software and Leasehold Improvements, Net [Abstract]
Equipment, software and leasehold improvements	805	659
Furniture and Fixtures [Member]
Equipment, Software and Leasehold Improvements, Net [Abstract]
Equipment, software and leasehold improvements	$ 840	$ 838

Product Warranty (Details)

Product Warranty (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Activities in product warranty account [Abstract]
Beginning balance	$ 502	$ 748
Current year provision	(133)	(44)
Current year claims	(83)	(195)
Currency adjustment	(2)	(7)
Ending balance	284	502
Standard Product Warranty Accrual, Balance Sheet Classification [Abstract]
Current	176	370
Non-current	108	132
Total Warranty	$ 284	$ 502
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) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	$ 1,132	$ 603
Changes in Fair Value of Level 3 Liabilities [Abstract]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	$ 0	0
Significant Other Observable Inputs (Level 2) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	0	0
Significant Unobservable Inputs (Level 3) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	1,132	603
Changes in Fair Value of Level 3 Liabilities [Abstract]
Balance, Beginning Period	603
FV of derivatives with new convertible note issuance	1,406
Change in fair value included in gain on derivative instruments, net	(850)
Stock compensation less payments made	(27)
Balance, Ending Period	1,132
Embedded Redemption Features [Member] | Significant Unobservable Inputs (Level 3) [Member]
Changes in Fair Value of Level 3 Liabilities [Abstract]
Balance, Beginning Period	285
FV of derivatives with new convertible note issuance	286
Change in fair value included in gain on derivative instruments, net	17
Stock compensation less payments made	0
Balance, Ending Period	588
Cash Settled Performance-Vesting Restricted Stock Units [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	24	51
Cash Settled Performance-Vesting Restricted Stock Units [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	0	0
Cash Settled Performance-Vesting Restricted Stock Units [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	0	0
Cash Settled Performance-Vesting Restricted Stock Units [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	24	51
Changes in Fair Value of Level 3 Liabilities [Abstract]
Balance, Beginning Period	51
FV of derivatives with new convertible note issuance	0
Change in fair value included in gain on derivative instruments, net	0
Stock compensation less payments made	(27)
Balance, Ending Period	24
Derivative Liability [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	588	285
Derivative Liability [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	0	0
Derivative Liability [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	0	0
Derivative Liability [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	588	285
Warrant Liability [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	520	267
Warrant Liability [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	0	0
Warrant Liability [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	0	0
Warrant Liability [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets and Liabilities Measured at Fair Value [Abstract]
Assets	520	$ 267
Changes in Fair Value of Level 3 Liabilities [Abstract]
Balance, Beginning Period	267
FV of derivatives with new convertible note issuance	1,120
Change in fair value included in gain on derivative instruments, net	(867)
Stock compensation less payments made	0
Balance, Ending Period	$ 520
Warrant Liability [Member] | Convertible Promissory Notes 2022 [Member]
Fair Value Measurements [Abstract]
Term (in years)	4 months 24 days
Warrant Liability [Member] | The "2022 Warrants" [Member]
Fair Value Measurements [Abstract]
Term (in years)	3 years 2 months 12 days
Warrant Liability [Member] | Convertible Promissory Notes Payable 2023 [Member]
Fair Value Measurements [Abstract]
Term (in years)	1 year 6 months
Warrant Liability [Member] | The "2023 Warrants" [Member]
Fair Value Measurements [Abstract]
Term (in years)	4 years 6 months
Warrant Liability [Member] | Exercise Price [Member] | Convertible Promissory Notes 2022 [Member]
Fair Value Measurements [Abstract]
Measurement input | $ / shares	19.4
Warrant Liability [Member] | Exercise Price [Member] | The "2022 Warrants" [Member]
Fair Value Measurements [Abstract]
Measurement input | $ / shares	19.4
Warrant Liability [Member] | Exercise Price [Member] | Convertible Promissory Notes Payable 2023 [Member]
Fair Value Measurements [Abstract]
Measurement input | $ / shares	5
Warrant Liability [Member] | Exercise Price [Member] | The "2023 Warrants" [Member]
Fair Value Measurements [Abstract]
Measurement input | $ / shares	5
Warrant Liability [Member] | Common Stock Price [Member] | Convertible Promissory Notes 2022 [Member]
Fair Value Measurements [Abstract]
Measurement input | $ / shares	2.01
Warrant Liability [Member] | Common Stock Price [Member] | The "2022 Warrants" [Member]
Fair Value Measurements [Abstract]
Measurement input | $ / shares	2.01
Warrant Liability [Member] | Common Stock Price [Member] | Convertible Promissory Notes Payable 2023 [Member]
Fair Value Measurements [Abstract]
Measurement input | $ / shares	2.01
Warrant Liability [Member] | Common Stock Price [Member] | The "2023 Warrants" [Member]
Fair Value Measurements [Abstract]
Measurement input | $ / shares	2.01
Warrant Liability [Member] | Risk Free Rate [Member] | Convertible Promissory Notes 2022 [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0513
Warrant Liability [Member] | Risk Free Rate [Member] | The "2022 Warrants" [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0393
Warrant Liability [Member] | Risk Free Rate [Member] | Convertible Promissory Notes Payable 2023 [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0441
Warrant Liability [Member] | Risk Free Rate [Member] | The "2023 Warrants" [Member]
Fair Value Measurements [Abstract]
Measurement input	0.0381
Warrant Liability [Member] | Volatility [Member] | Convertible Promissory Notes 2022 [Member]
Fair Value Measurements [Abstract]
Measurement input	0.90
Warrant Liability [Member] | Volatility [Member] | The "2022 Warrants" [Member]
Fair Value Measurements [Abstract]
Measurement input	0.90
Warrant Liability [Member] | Volatility [Member] | Convertible Promissory Notes Payable 2023 [Member]
Fair Value Measurements [Abstract]
Measurement input	0.90
Warrant Liability [Member] | Volatility [Member] | The "2023 Warrants" [Member]
Fair Value Measurements [Abstract]
Measurement input	0.90

Debt, Convertible Note (Details

Debt, Convertible Note (Details)					12 Months Ended
	Jan. 24, 2024 USD ($) $ / shares	Oct. 06, 2023 $ / shares	Jun. 23, 2023 USD ($) $ / shares shares	Feb. 23, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) d Repayment	Dec. 31, 2022 USD ($) d $ / shares
Long-Term Debt, Rolling Maturity [Abstract]
Minimum market capitalization requirement amount					$ 7,000,000
Number of consecutive trading days					10 days
Maximum number of monthly repayments | Repayment					2
Percentage of outstanding principal required to be prepaid					105%
Maximum beneficial ownership percentage					50%
Maximum percentage of beneficial ownership of outstanding shares of common stock					4.99%
Amortization of debt discount					$ 1,940,000	$ 1,289,000
Convertible Note [Member]
Line of Credit Facility [Line Items]
Purchase of warrant to acquire shares of common stock (in shares) | shares				128,373
Convertible Note issued					2,599,000	4,153,000
Debt discount					(1,152,000)	(805,000)
Balance of Convertible Notes					$ 1,447,000	$ 3,348,000
Period for repayment of convertible note from issuance					180 days
Long-Term Debt, Rolling Maturity [Abstract]
2024					$ 1,849,000
2025					750,000
Thereafter					0
Long-term debt					$ 2,599,000
Number of trading days | d						20
Exercise price (in dollars per share) | $ / shares						$ 19.4
Effective interest rate					68.60%
Amortization of debt discount					$ 1,900,000	$ 1,300,000
Default charge					$ 500,000
2022 Convertible Note [Member]
Line of Credit Facility [Line Items]
Debt instrument term					2 years
Convertible Note issued					$ 5,750,000
Debt discount					(750,000)
Balance of Convertible Notes					4,782,000
Additional OID costs not in original funds flow					(121,000)
Allocated OID costs to Warrants					25,000
Allocation of Discounts on Troubled Debt Restructuring					(660,000)
Interest expense accrued on Convertible Note as of December 31, 2023					2,946,000
Principal and interest payments as of December 31, 2023					(5,462,000)
Convertible Note					$ 480,000
Long-Term Debt, Rolling Maturity [Abstract]
Period for conversion					6 months
Conversion price (in dollars per share) | $ / shares				$ 19.4
Maturity date					Feb. 29, 2024
Conversion ratio				0.33
Percentage of outstanding principal amount to become due					120%
Percentage of volume-weighted average price				80%
Number of trading days | d					20
Average of trading days | d					3
Percentage charge of debt default					20%
Fair value				$ 700,000
Debt Instrument, Term					2 years
Exercise price (in dollars per share) | $ / shares				$ 19.4
Net proceeds from issuance of convertible note				$ 4,800,000
2022 Convertible Note [Member] | Embedded Redemption Features [Member]
Line of Credit Facility [Line Items]
Fair value of Conversion Features on issuance					$ (306,000)
2022 Convertible Note [Member] | Commitment Fee [Member]
Line of Credit Facility [Line Items]
Issuance cost					(175,000)
2022 Convertible Note [Member] | Investor's Counsel Fees [Member]
Line of Credit Facility [Line Items]
Issuance cost					(43,000)
2022 Convertible Note [Member] | Warrant Liability [Member]
Line of Credit Facility [Line Items]
Fair value of Warrant Liabilities on issuance					(724,000)
Amended Convertible Note 2022 [Member]
Line of Credit Facility [Line Items]
Balance of Convertible Notes			$ 2,747,228
Monthly principal repayments					$ 186,343
Long-Term Debt, Rolling Maturity [Abstract]
Number of monthly payments | Repayment					12
Maturity date					Aug. 23, 2024
Number of final payments | Repayment					2
Amended Convertible Note 2022 [Member] | Payment One [Member]
Line of Credit Facility [Line Items]
Monthly principal repayments			255,556
Amended Convertible Note 2022 [Member] | Payment Two [Member]
Line of Credit Facility [Line Items]
Monthly principal repayments			$ 255,556
A&R Note Amendment [Member]
Long-Term Debt, Rolling Maturity [Abstract]
Conversion price (in dollars per share) | $ / shares		$ 19.4
Percentage of volume-weighted average price		85%
Number of trading days | d					20
Average of trading days | d					3
Minimum market capitalization requirement amount					$ 7,000,000
Number of consecutive trading days					10 days
Note Amendment [Member]
Long-Term Debt, Rolling Maturity [Abstract]
Number of trading days | d					20
Average of trading days | d					3
Minimum market capitalization requirement amount					$ 7,000,000
Number of consecutive trading days					10 days
Note Amendment [Member] | Subsequent Event [Member]
Long-Term Debt, Rolling Maturity [Abstract]
Conversion price (in dollars per share) | $ / shares	$ 5
Percentage of volume-weighted average price	85%
Minimum market capitalization requirement amount	$ 7,000,000
2023 Convertible Note [Member]
Line of Credit Facility [Line Items]
Debt instrument term					2 years
Purchase of warrant to acquire shares of common stock (in shares) | shares			426,427
Convertible Note issued			$ 1,800,000		$ 1,800,000
Debt discount					(300,000)
Balance of Convertible Notes			1,500,000		1,414,000
Additional OID costs not in original funds flow					(15,000)
Allocated OID costs to Warrants					30,000
Allocation of Discounts on Troubled Debt Restructuring					660,000
Interest expense accrued on Convertible Note as of December 31, 2023					283,000
Principal and interest payments as of December 31, 2023					0
Convertible Note					$ 967,000
Monthly principal repayments			$ 150,000
Long-Term Debt, Rolling Maturity [Abstract]
Period for conversion					1 year
Number of monthly payments | Repayment					12
Conversion price (in dollars per share) | $ / shares			$ 5
Conversion ratio					0.33
Percentage of volume-weighted average price			90%		85%
Number of trading days | d					20
Average of trading days | d					5
Debt Instrument, Term					2 years
Number of repayment shares issued and issuable (in shares) | shares			493,727
Threshold period for shares available for resale					6 months
Lowest trading days | d					3
Exercise price (in dollars per share) | $ / shares			$ 5
2023 Convertible Note [Member] | Embedded Redemption Features [Member]
Line of Credit Facility [Line Items]
Fair value of Conversion Features on issuance					$ (286,000)
2023 Convertible Note [Member] | Commitment Fee [Member]
Line of Credit Facility [Line Items]
Issuance cost					(52,000)
2023 Convertible Note [Member] | Investor's Counsel Fees [Member]
Line of Credit Facility [Line Items]
Issuance cost					(34,000)
2023 Convertible Note [Member] | Payment One [Member]
Line of Credit Facility [Line Items]
Monthly principal repayments			$ 300,000
2023 Convertible Note [Member] | Payment Two [Member]
Line of Credit Facility [Line Items]
Monthly principal repayments			$ 300,000
2023 Convertible Note [Member] | Warrant Liability [Member]
Line of Credit Facility [Line Items]
Fair value of Warrant Liabilities on issuance					(1,119,000)
Total Convertible Notes [Member]
Line of Credit Facility [Line Items]
Convertible Note issued					7,550,000
Debt discount					(1,050,000)
Balance of Convertible Notes					6,196,000
Additional OID costs not in original funds flow					(136,000)
Allocated OID costs to Warrants					55,000
Allocation of Discounts on Troubled Debt Restructuring					0
Interest expense accrued on Convertible Note as of December 31, 2023					3,229,000
Principal and interest payments as of December 31, 2023					(5,462,000)
Convertible Note					1,447,000
Total Convertible Notes [Member] | Embedded Redemption Features [Member]
Line of Credit Facility [Line Items]
Fair value of Conversion Features on issuance					(592,000)
Total Convertible Notes [Member] | Commitment Fee [Member]
Line of Credit Facility [Line Items]
Issuance cost					(227,000)
Total Convertible Notes [Member] | Investor's Counsel Fees [Member]
Line of Credit Facility [Line Items]
Issuance cost					(77,000)
Total Convertible Notes [Member] | Warrant Liability [Member]
Line of Credit Facility [Line Items]
Fair value of Warrant Liabilities on issuance					(1,843,000)
Maximum [Member]
Long-Term Debt, Rolling Maturity [Abstract]
Indebtedness to be maintained in event of default to avoid triggering of default terms					250,000
Maximum [Member] | Convertible Note [Member]
Line of Credit Facility [Line Items]
Monthly principal repayments					200
Minimum [Member] | Convertible Note [Member]
Line of Credit Facility [Line Items]
Monthly principal repayments					$ 100

Debt, Outstanding Debt under Co

Debt, Outstanding Debt under Convertible Debt Agreement (Details) - Convertible Note [Member] - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Convertible Debt [Abstract]
Current portion of Long-Term Debt, Principal	$ 1,849	$ 3,833
Long-Term Debt less current portion, Principal	750	320
Balance of Convertible Notes, Principal	2,599	4,153
Current portion of Long-Term Debt, Debt Discounts	(1,039)	(795)
Long-Term Debt less current portion, Debt Discount	(113)	(10)
Balance of Convertible Notes, Debt Discount	(1,152)	(805)
Current portion of Long-Term Debt, Net	810	3,038
Long-Term Debt less current portion, Net	637	310
Balance of Convertible Notes	$ 1,447	$ 3,348

Debt, Revolving Line of Credit

Debt, Revolving Line of Credit (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2022 USD ($)	Dec. 31, 2023 USD ($) Letter	Dec. 31, 2022 USD ($)
Line of Credit Facility [Abstract]
Repayment on line of credit		$ 0	$ 1,817
Revolving Credit Facility [Member]
Line of Credit Facility [Abstract]
Repayment on line of credit	$ 1,800
Number of letters of credit | Letter		4
Outstanding letter of credit balance		$ 1,100

Income Taxes, Summary (Details)

Income Taxes, Summary (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income (Loss) Before Income Taxes [Abstract]
Domestic	$ (8,584)	$ (15,128)
Foreign	(118)	(164)
Loss before taxes	(8,702)	(15,292)
Current [Abstract]
Federal	0	0
State	33	42
Foreign	(23)	95
Subtotal	10	137
Deferred [Abstract]
Federal	0	(47)
State	12	(39)
Foreign	0	0
Subtotal	12	(86)
Total	$ 22	$ 51
Effective Income Tax Rate, Reconciliation [Abstract]
Statutory federal income tax rate	21%	21%
State income taxes, net of federal tax benefit	2.40%	2.40%
Effect of foreign operations	(0.30%)	(0.30%)
Change in valuation allowance	(16.50%)	(20.70%)
Stock-based compensation	(2.10%)	(0.90%)
Convertible note transactions	(5.00%)	(1.20%)
Uncertain tax positions	0.30%	(0.70%)
Other	(0.10%)	0.10%
Effective tax rate	(0.30%)	(0.30%)
Deferred tax assets [Abstract]
Net operating loss carryforwards	$ 9,372	$ 7,853
Accruals	330	62
Reserves	139	409
Stock-based compensation expense	228	283
Intangible assets	2,228	2,356
Goodwill	1,687	1,551
Operating lease liability	121	132
Fixed assets	27	65
Sec. 174 R&D costs	228	129
Other	196	231
Total deferred tax asset	14,556	13,071
Valuation allowance	(14,008)	(12,572)
Total deferred tax assets less valuation allowance	548	499
Deferred tax liabilities [Abstract]
Software development costs	(17)	(59)
Indefinite-lived intangibles	(440)	(346)
Operating lease - right of use asset	(109)	(100)
Other	0	0
Total deferred tax liability	(566)	(505)
Net deferred tax liability	(18)	(6)
Operating Loss Carryforwards, expiration dates [Line Items]
Net operating net loss carry forwards	9,372	7,853
Deferred tax assets, operating loss carryforwards, domestic	7,800
Deferred tax assets, operating loss carryforwards, domestic, expiring	3,800
Deferred tax assets, operating loss carryforwards, domestic, indefinite lived	4,000
Income Tax Examination [Line Items]
Provision of increase in deferred tax assets	100	129
Cash and cash equivalents	$ 2,250	2,789
Minimum [Member]
Operating Loss Carryforwards, expiration dates [Line Items]
Operating loss carryforwards, expiration date	Dec. 31, 2024
Maximum [Member]
Operating Loss Carryforwards, expiration dates [Line Items]
Operating loss carryforwards, expiration date	Dec. 31, 2038
U.S. Federal and State Tax Authority [Member]
Income Tax Examination [Line Items]
Research and development cost amortization period	5 years
Income tax examination, year under examination	2003
Foreign [Member]
Income Tax Examination [Line Items]
Research and development cost amortization period	15 years
Income tax examination, year under examination	2018
Cash and cash equivalents	$ 1,200	$ 800

Income Taxes, Uncertain Tax Lia

Income Taxes, Uncertain Tax Liabilities (Details) - Foreign [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Uncertain Tax Liabilities, Total [Roll Forward]
Beginning balance	$ 1,774	$ 1,702
Increases	82	116
Decreases	(155)	(44)
Ending balance	1,701	1,774
China [Member]
Tax [Roll Forward]
Beginning balance	203	220
Increases	0	0
Decreases	(5)	(17)
Ending balance	198	203
Interest and Penalties [Roll Forward]
Beginning balance	432	428
Increases	25	4
Decreases	0	0
Ending balance	457	432
South Korea [Member]
Tax [Roll Forward]
Beginning balance	622	644
Increases	0	0
Decreases	(19)	(22)
Ending balance	603	622
Interest and Penalties [Roll Forward]
Beginning balance	386	335
Increases	57	51
Decreases	0	0
Ending balance	443	386
U.K. [Member]
Tax [Roll Forward]
Beginning balance	40	45
Increases	0	0
Decreases	(40)	(5)
Ending balance	0	40
Interest and Penalties [Roll Forward]
Beginning balance	91	30
Increases	0	61
Decreases	(91)	0
Ending balance	$ 0	$ 91

Capital Stock (Details)

Capital Stock (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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
Share-based Compensation [Abstract]
Stock options granted (in shares)	0
Convertible Note [Member]
Share-based Compensation [Abstract]
Common stock reserved for issuance (in shares)	1,700,000
Shares available for future grants (in shares)	1,500,000
The Plan [Member]
Share-based Compensation [Abstract]
Common stock reserved for issuance (in shares)	750,000
Shares under options outstanding (in shares)	0
Shares reserved upon vesting of restricted stock units (in shares)	164,837
Shares available for future grants (in shares)	0

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) qtr d $ / shares shares	Dec. 31, 2022 USD ($) d $ / shares shares
Long-term Incentive Plan [Abstract]
Share based compensation expense | $	$ 1,200	$ 2,000
Deferred income tax expense | $	$ 179	$ 140
Convertible Promissory Note [Member]
Long-term Incentive Plan [Abstract]
Shares remaining for future grants (in shares)	1,500,000
Weighted Average Fair Value [Roll Forward]
Number of trading days | d		20
Exercise price (in dollars per share) | $ / shares		$ 19.4
Non-Cash Settled Restricted Stock Units [Member]
Number of Shares [Roll Forward]
Nonvested RSUs, ending balance (in shares)	164,837
Restricted Stock Units [Member]
Number of Shares [Roll Forward]
Nonvested RSUs, beginning balance (in shares)	212,425	159,567
RSUs granted (in shares)	199,810	179,025
RSUs forfeited (in shares)	(60,612)	(47,297)
RSUs vested (in shares)	(176,786)	(78,870)
Nonvested RSUs, ending balance (in shares)	174,837	212,425
Weighted Average Fair Value [Roll Forward]
Nonvested RSUs, beginning balance (in dollars per share) | $ / shares	$ 13.99	$ 17.7
RSUs granted (in dollars per share) | $ / shares	2.17	14.89
RSUs forfeited (in dollars per share) | $ / shares	11.01	21.34
RSUs vested (in dollars per share) | $ / shares	7.87	16.82
Nonvested RSUs, ending balance (in dollars per share) | $ / shares	$ 7.29	$ 13.99
Unrecognized compensation expense | $	$ 600
Weighted average remaining service period	10 months 24 days
Aggregate fair value for time-based RSUs | $	$ 400	$ 1,500
Period to fully vest performance RSUs | qtr	8
Restricted Stock Units [Member] | Minimum [Member]
Long-term Incentive Plan [Abstract]
Requisite service period for time-based RSU's	1 year
Weighted Average Fair Value [Roll Forward]
Period in which time-based RSU's will vest annually in equal amounts	1 year
Restricted Stock Units [Member] | Maximum [Member]
Long-term Incentive Plan [Abstract]
Requisite service period for time-based RSU's	5 years
Weighted Average Fair Value [Roll Forward]
Period in which time-based RSU's will vest annually in equal amounts	3 years
PRSUs [Member]
Number of Shares [Roll Forward]
RSUs granted (in shares)	59,767	80,000
RSUs forfeited (in shares)	(55,037)	(36,714)
RSUs vested (in shares)		(20,000)
Weighted Average Fair Value [Roll Forward]
Number of trading days | d	20
Exercise price (in dollars per share) | $ / shares	$ 15
Period to fully vest performance RSUs | qtr	15
Cash Settled PRSUs [Member]
Number of Shares [Roll Forward]
RSUs granted (in shares)		20,000
RSUs vested (in shares)		(5,000)
Time-Based RSUs [Member]
Number of Shares [Roll Forward]
RSUs granted (in shares)	140,044	99,025
RSUs forfeited (in shares)	(5,575)	(10,583)
RSUs vested (in shares)	(156,786)	(58,870)
1995 Long-Term Incentive Stock Option Plan [Member]
Long-term Incentive Plan [Abstract]
Number of shares authorized (in shares)	750,000
Number of shares issued upon exercise of options (in shares)	585,163
Stock options outstanding (in shares)	0
Shares remaining for future grants (in shares)	0
Number of Shares [Roll Forward]
Nonvested RSUs, ending balance (in shares)	164,837

Leases (Details)

Leases (Details) $ in Thousands		12 Months Ended
		Dec. 31, 2023 USD ($) ft² Tenant	Dec. 31, 2022 USD ($)
Leases [Abstract]
Operating lease ROU amortization		$ 388	$ 632
Leased Assets [Abstract]
Operating lease - right of use assets		$ 413	$ 506
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		$ 234	$ 418
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]		Other Liabilities, Current	Other Liabilities, Current
Operating lease liabilities		$ 357	$ 160
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Operating lease liabilities	Operating lease liabilities
Lease liabilities		$ 591	$ 578
Area of office space leased | ft²		2,200
Lease agreement date		Sep. 26, 2022
Lease expiration date		Nov. 30, 2024
Gain on termination of lease			94
Consolidated Statement of Operations Information [Abstract]
Operating lease cost	[1]	$ 418	700
Short-term leases costs	[2]	29	60
Sublease income	[3]	0	(62)
Net lease cost		$ 447	698
Number of tenants | Tenant		2
Minimum Lease Payments [Abstract]
2024		$ 263
2025		150
2026		96
2027		90
2028		61
Thereafter		0
Total		660
Less: Interest		69
Lease liabilities		$ 591	578
Lease Term and Discount Rate [Abstract]
Weighted-average remaining lease term (in years)		3 years 4 months 17 days
Weighted-average discount rate		6.10%
Cash paid for amounts included in measurement of liabilities [Abstract]
Right-of-use assets obtained in exchange for new operating lease liabilities		$ 460
Cash paid for amounts included in measurement of liabilities		$ 453	$ 1,233
[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, 2023	Dec. 31, 2022
Employee Benefits [Abstract]
Company's contribution to the plan	$ 531	$ 479

Segment Information, Summary (D

Segment Information, Summary (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Segment	Dec. 31, 2022 USD ($)
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Number of reportable business segments | Segment	2
Contract term	2 years
Goodwill and intangible asset impairment charge	$ 1,391	$ 7,505
Workforce Solutions [Member]
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract]
Goodwill and intangible asset impairment charge	$ 1,400	$ 7,500

Segment Information, Loss Befor

Segment Information, Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information, Profit (Loss) [Abstract]
Revenues	$ 45,041	$ 47,734
Gross profit	11,930	11,910
Operating loss	(6,818)	(14,406)
Interest expense	(1,932)	(1,272)
Change in fair value of derivative instruments, net	850	477
Other (loss) income, net	(802)	(91)
Loss before taxes	(8,702)	(15,292)
Engineering [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Revenues	31,790	29,919
Gross profit	10,073	9,557
Operating loss	(3,789)	(6,388)
Workforce Solutions [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Revenues	13,251	17,815
Gross profit	1,857	2,353
Operating loss	$ (3,029)	$ (8,018)

Segment Information, Reconcilia

Segment Information, Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information, Assets [Abstract]
Assets	$ 22,805	$ 26,496
Engineering [Member]
Segment Reporting Information, Assets [Abstract]
Assets	20,980	21,705
Workforce Solutions [Member]
Segment Reporting Information, Assets [Abstract]
Assets	$ 1,825	$ 4,791

Segment Information, Geographic

Segment Information, Geographic Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Segment Information [Abstract]
Percentage of revenues derived from customers in the nuclear power industry	92%	89%
Segments, Geographical Areas [Abstract]
Revenue	$ 45,041	$ 47,734
Operating loss	(6,818)	(14,406)
Net assets	$ 22,805	$ 26,496
Percentage of revenues derived from international sales	12%	16%
United States [Member]
Segments, Geographical Areas [Abstract]
Operating loss	$ (6,676)	$ (14,225)
Net assets	21,202	24,631
United States [Member] | Operating Segments [Member]
Segments, Geographical Areas [Abstract]
Revenue	44,040	46,622
Asia [Member]
Segments, Geographical Areas [Abstract]
Operating loss	(142)	(181)
Net assets	1,603	1,865
Asia [Member] | Operating Segments [Member]
Segments, Geographical Areas [Abstract]
Revenue	$ 1,001	$ 1,112

Supplemental Disclosure of Ca_3

Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for interest and income taxes: [Abstract]
Interest	$ 947	$ 546
Income taxes	79	47
Non-cash financing activities: [Abstract]
Repayment of convertible note in shares	2,886	824
Establishment of new right-of-use assets	320	60
Establishment of new operating lease liability	(454)	(58)
Discount on issuance of convertible note	$ 300	$ 750

Non-consolidated Variable Int_2

Non-consolidated Variable Interest Entity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) Owners
Variable Interest Entity [Abstract]
Number of owners | Owners	2
DP-NXA Consultants LLC [Member]
Variable Interest Entity [Abstract]
Ownership percentage	48%
NXA Consultants LLC [Member]
Variable Interest Entity [Abstract]
Ownership percentage	52%
Contribution amount	$ 52
DP Engineering Ltd, Co [Member]
Variable Interest Entity [Abstract]
Ownership percentage	48%
Contribution amount	$ 48
Variable Interest Entity, Not Primary Beneficiary [Member] | DP-NXA Consultants LLC [Member]
Variable Interest Entity [Abstract]
Carrying amount	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details)		12 Months Ended	30 Months Ended
	Oct. 30, 2023 USD ($) Case	Dec. 31, 2023 USD ($) Employee	Jun. 08, 2023 Case Employee
Litigation Settlement [Abstract]
Number of former employees in subsidiaries that filed lawsuits | Employee			3
Number of cases filed | Case			3
Number of cases dismissed | Case	3
Damages awarded value | $	$ 750,000
Number of former employees filed charged with equal employment opportunity commission | Employee		1
Selling, General and Administrative Expenses [Member]
Litigation Settlement [Abstract]
Accrued litigation expenses | $		$ 260,000