Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 20, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Registrant Name | Williams Industrial Services Group Inc. | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21,071,055.48 | ||
Entity Common Stock, Shares Outstanding | 24,538,058 | ||
Entity Central Index Key | 0001136294 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 7,350 | $ 4,475 |
Restricted cash | 468 | 467 |
Accounts receivable, net of allowance of $377 and $140, respectively | 38,218 | 22,724 |
Contract assets | 7,225 | 8,218 |
Other current assets | 2,483 | 1,735 |
Total current assets | 55,744 | 37,619 |
Property, plant and equipment, net | 273 | 335 |
Goodwill | 35,400 | 35,400 |
Intangible assets | 12,500 | 12,500 |
Other long-term assets | 8,549 | 1,650 |
Total assets | 112,466 | 87,504 |
Current liabilities: | ||
Accounts payable | 16,618 | 2,953 |
Accrued compensation and benefits | 9,318 | 10,859 |
Contract liabilities | 2,699 | 3,278 |
Short-term borrowings | 10,849 | 3,274 |
Current portion of long-term debt | 700 | 525 |
Other current liabilities | 6,408 | 5,518 |
Total current liabilities | 46,932 | 27,047 |
Long-term debt, net | 32,658 | 32,978 |
Deferred tax liabilities | 2,198 | 2,682 |
Other long-term liabilities | 4,028 | 1,396 |
Total liabilities | 90,302 | 69,291 |
Commitments and contingencies (Note 11 and 15) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 19,794,270 and 19,767,605 shares issued, respectively, and 19,057,195 and 18,660,218 shares outstanding, respectively | 198 | 197 |
Paid-in capital | 81,964 | 80,424 |
Accumulated other comprehensive income (loss) | 222 | |
Accumulated deficit | (60,211) | (62,397) |
Treasury stock, at par (737,075 and 1,107,387 common shares, respectively) | (9) | (11) |
Total stockholders’ equity | 22,164 | 18,213 |
Total liabilities and stockholders’ equity | 112,466 | 87,504 |
Discontinued operations, held-for-sale or disposed of by sale | ||
Current liabilities: | ||
Current liabilities of discontinued operations | 340 | 640 |
Long-term liabilities of discontinued operations | $ 4,486 | $ 5,188 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable allowance for doubtful accounts | $ 377 | $ 140 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 19,794,270 | 19,767,605 |
Common stock, shares outstanding | 19,057,195 | 18,660,218 |
Treasury stock at par | 737,075 | 1,107,387 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 245,787 | $ 188,918 |
Cost of revenue | 214,887 | 160,177 |
Gross profit | 30,900 | 28,741 |
Operating expenses | ||
Selling and marketing expenses | 587 | 1,649 |
General and administrative expenses | 24,583 | 30,510 |
Restructuring charges | 5,689 | |
Depreciation and amortization expense | 301 | 857 |
Total operating expenses | 25,471 | 38,705 |
Operating income (loss) | 5,429 | (9,964) |
Other (income) expense | ||
Interest expense, net | 6,032 | 8,990 |
Other (income) expense, net | (1,958) | (764) |
Total other (income) expense, net | 4,074 | 8,226 |
Income (loss) from continuing operations before income tax expense | 1,355 | (18,190) |
Income tax expense (benefit) | 333 | (4,400) |
Income (loss) from continuing operations | 1,022 | (13,790) |
Discontinued operations: | ||
Income (loss) from discontinued operations before income tax expense (benefit) | (234) | (15,002) |
Income tax expense (benefit) | (1,398) | (3,357) |
Income (loss) from discontinued operations | 1,164 | (11,645) |
Net income (loss) | $ 2,186 | $ (25,435) |
Basic earnings (loss) per common share | ||
Income (loss) from continuing operations | $ 0.05 | $ (0.76) |
Income (loss) from discontinued operations | 0.07 | (0.64) |
Basic earnings (loss) per common share | 0.12 | (1.40) |
Diluted earnings (loss) per common share | ||
Income (loss) from continuing operations | 0.05 | (0.76) |
Income (loss) from discontinued operations | 0.07 | (0.64) |
Diluted earnings (loss) per common share | $ 0.12 | $ (1.40) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net income (loss) | $ 2,186 | $ (25,435) |
Foreign currency translation adjustment | 222 | |
Comprehensive income (loss) | $ 2,408 | $ (25,435) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Common Shares $0.01 Per Share | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Shares | Total |
Balance, Beginning at Dec. 31, 2017 | $ 193 | $ 78,910 | $ (36,962) | $ (14) | $ 42,127 | |
Balance, Beginning (in shares) at Dec. 31, 2017 | 19,360,026 | (1,413,640) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | $ 4 | $ 5 | 9 | |||
Issuance of restricted stock units (in shares) | 407,579 | 505,049 | ||||
Tax withholding on restricted stock units | (504) | $ (2) | (506) | |||
Tax withholding on restricted stock units(in shares) | (198,796) | |||||
Share-based compensation | 2,018 | 2,018 | ||||
Net income (loss) | (25,435) | (25,435) | ||||
Balance, Ending at Dec. 31, 2018 | $ 197 | 80,424 | (62,397) | $ (11) | $ 18,213 | |
Balance, Ending (in shares) at Dec. 31, 2018 | 19,767,605 | (1,107,387) | 19,767,605 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | $ 1 | $ 4 | $ 5 | |||
Issuance of restricted stock units (in shares) | 26,665 | 437,319 | ||||
Tax withholding on restricted stock units | (157) | $ (2) | (159) | |||
Tax withholding on restricted stock units(in shares) | (67,007) | |||||
Share-based compensation | 1,697 | 1,697 | ||||
Foreign currency translation | $ 222 | 222 | ||||
Net income (loss) | 2,186 | 2,186 | ||||
Balance, Ending at Dec. 31, 2019 | $ 198 | $ 81,964 | $ 222 | $ (60,211) | $ (9) | $ 22,164 |
Balance, Ending (in shares) at Dec. 31, 2019 | 19,794,270 | (737,075) | 19,794,270 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | ||
Net income (loss) | $ 2,186 | $ (25,435) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Net (income) loss from discontinued operations | (1,164) | 11,645 |
Deferred income tax provision (benefit) | (484) | (7,239) |
Depreciation and amortization on plant, property and equipment | 301 | 857 |
Amortization of deferred financing costs | 615 | 1,623 |
Loss on disposals of property, plant and equipment | 637 | |
Bad debt expense | 237 | (90) |
Stock-based compensation | 1,698 | 1,179 |
Paid-in-kind interest | 1,964 | |
Restructuring charges | 5,689 | |
Changes in operating assets and liabilities, net of businesses acquired and sold: | ||
Accounts receivable | (15,675) | 3,426 |
Contract assets | 1,001 | 3,269 |
Other current assets | (743) | 2,271 |
Other assets | 1,613 | (1,038) |
Accounts payable | 13,697 | (2,127) |
Accrued and other liabilities | (6,704) | (1,157) |
Contract liabilities | (579) | (3,771) |
Net cash provided by (used in) operating activities, continuing operations | (4,001) | (8,297) |
Net cash provided by (used in) operating activities, discontinued operations | 162 | (6,125) |
Net cash provided by (used in) operating activities | (3,839) | (14,422) |
Investing activities: | ||
Purchase of property, plant and equipment | (242) | (137) |
Net cash provided by (used in) investing activities, continuing operations | (242) | (137) |
Net cash provided by (used in) investing activities, discontinued operations | 319 | |
Net cash provided by (used in) investing activities | (242) | 182 |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (154) | (497) |
Debt issuance costs | (2,189) | |
Proceeds from short-term borrowings | 223,958 | 46,688 |
Repayments of short-term borrowings | (216,383) | (43,414) |
Proceeds from long-term debt | 33,679 | |
Repayments of long-term debt | (525) | (31,241) |
Net cash provided by (used in) financing activities, continuing operations | 6,896 | 3,026 |
Net cash provided by (used in) financing activities | 6,896 | 3,026 |
Effect of exchange rate change on cash, continuing operations | 61 | |
Effect of exchange rate change on cash | 61 | |
Net change in cash, cash equivalents and restricted cash | 2,876 | (11,214) |
Cash, cash equivalents and restricted cash, beginning of year | 4,942 | 16,156 |
Cash, cash equivalents and restricted cash, end of year | 7,818 | 4,942 |
Supplemental Disclosures: | ||
Cash paid for interest | 4,697 | 5,652 |
Cash paid for income taxes, net of refunds | 16 | |
Term Loan Facility | ||
Supplemental Disclosures: | ||
Noncash amendment fee | $ 4,000 | |
Midcap Financial Trust | ||
Supplemental Disclosures: | ||
Noncash amendment fee | $ 100 |
BUSINESS AND ORGANIZATION
BUSINESS AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
BUSINESS AND ORGANIZATION | |
BUSINESS AND ORGANIZATION | NOTE 1— Effective June 29, 2018, Global Power Equipment Group Inc. changed its name to Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, “Williams,” the “Company,” “we,” “us” or “our,” unless the context indicates otherwise) to better align its name with the Williams business, and its stock now trades on the OTCQX® Best Market under the ticker symbol “WLMS.” Williams has been safely helping plant owners and operators enhance asset value for more than 50 years. It provides a broad range of construction, maintenance and support services to customers in energy, power and industrial end markets. Williams’ mission is to be the preferred provider of construction, maintenance, and specialty services through commitment to superior safety performance, focus on innovation, and dedication to delivering unsurpassed value to its customers. The Company’s corporate headquarters are located in Tucker, Georgia. The Company reports on a fiscal quarter basis utilizing a “modified” 4-4-5 calendar (modified in that the fiscal year always begins on January 1 and ends on December 31). However, the Company has continued to label its quarterly information using a calendar convention. The effects of this practice are modest and only exist when comparing interim period results. The reporting periods and corresponding fiscal interim periods are as follows: Reporting Interim Period Fiscal Interim Period 2019 2018 Three Months Ended March 31 January 1, 2019 to March 31, 2019 January 1, 2018 to April 1, 2018 Three Months Ended June 30 April 1, 2019 to June 30, 2019 April 2, 2018 to July 1, 2018 Three Months Ended September 30 July 1, 2019 to September 29, 2019 July 2, 2018 to September 30, 2018 |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2019 | |
LIQUIDITY | |
LIQUIDITY | NOTE 2—LIQUIDITY The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations during the twelve month period following the issuance of this Form 10-K. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company had negative cash flows from operations during 2019 and 2018 and has historically raised capital to fund its working capital and growth. Subsequent to year-end, the Company amended its existing credit facilities with Centre Lane and MidCap on January 13, 2020. In addition, the Company successfully completed its Rights Offering, which expired March 2, 2020, pursuant to which the Company issued 5,384,615 shares of its common stock and received net proceeds of $6.6 million. The Company intends to use the net proceeds from the Rights Offering, combined with the additional borrowing capacity provided by the amended MidCap Facility, for working capital and general corporate purposes to fund certain of the Company’s strategic growth initiatives. As a result, management believes that the Company has sufficient resources to satisfy its working capital requirements for at least 12 months following the issuance of these consolidated financial statements. However, the Company’s liquidity could be periodically, and for certain intervals, constrained due to the working capital requirements that will be needed as it continues to execute its plans to grow the business. In the event the Company is unable to address potential liquidity shortfalls in the future, management will need to seek additional funding, which may not be available on reasonable terms, if at all, and may result in management concluding that the Company’s liquidity position raises substantial doubt about its ability to continue as a going concern. Please refer to Note 19—Subsequent Events, for additional information regarding the amendments to the Company’s credit facilities and its Rights Offering. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Joint Ventures: The consolidated financial statements include the accounts of Williams Industrial Services Group, Inc. and its wholly owned subsidiaries. At times, the Company may form joint ventures with unrelated third parties for the execution of a project. For investments in joint ventures not requiring full consolidation, the Company uses the equity method of accounting. The Company does not have any investment in a joint venture in which it is considered to be the primary beneficiary where full consolidation is required. In 2017, the Company formed a limited liability company (“LLC”) with an unrelated third party for the execution of a nuclear plant construction project. The Company has a 25 percent participation interest in this LLC, with distribution of expected gains and losses being proportionate to its participation interest. Although the LLC holds the construction contract with the client, the services required by the contract are performed by either the LLC, the Company or the other member of the LLC, or by other subcontractors under subcontracting agreements with the LLC. The Company accounts for its investment in this LLC using the equity method. The Company’s investment in this LLC was $2.3 million and $0.8 million as of December 31, 2019 and 2018, respectively, and was included in other long-term assets on the consolidated balance sheets. Accounts receivable related to work performed for the Company’s unconsolidated investment in the LLC, included in accounts receivable, net, on the consolidated balance sheets, was $2.7 million and $2.1 million as of December 31, 2019 and 2018, respectively. The Company’s pro-rata share of net income from the LLC was $1.5 million and $1.0 million for the years ended December 31, 2019 and 2018, respectively, and was included in other (income) expense, net, on the consolidated statements of operations. In addition, the Company received a dividend of $0.5 million in 2019 and did not receive any dividends in 2018. The Company reclassified its 2018 loss on disposal of assets from general and administrative expenses to other (income) expense, net, on its consolidated statements of operations in order to conform to the 2019 prestenation. All intercompany accounts and transactions have been eliminated in consolidation. Discontinued Operations: During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment. Additionally, during the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment, which the Company completed in the fourth quarter of 2017. These decisions were made in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit these segments met the definition of a discontinued operation. As a result, these segments, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, have been presented as discontinued operations for all periods presented. In spite of the Company’s efforts, which included retaining financial advisors to sell all or part of Koontz-Wagner Custom Controls Holdings LLC’s (“Koontz-Wagner”) operations, inside or outside of a federal bankruptcy or state court proceeding (including Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”)), the proposed disposition did not progress as planned due, primarily, to the absence of viable bids in the sale process, the inability of Koontz-Wagner to fund its ongoing operations or obtain financing to do so, and Koontz-Wagner’s deteriorating financial performance. As a result, on July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. Unless otherwise specified, the financial information presented in the accompanying financial statements and following notes relates to the Company’s continuing operations; it excludes any results of its discontinued operations. Please refer to “Note 5—Changes in Business” for financial information on the Company’s discontinued operations. Segment and Geographic Information : The Company determines its reportable segments in accordance with Accounting Standards Codification (“ASC”) 280—Segment Reporting. The Company’s operating segments engage in business activities from which it may earn revenues and incur expenses and for which discrete information is available. Operating results for the operating segments are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess performance. Operating segments are aggregated for reporting purposes when the operating segments are identified as similar in accordance with the basic principles and aggregation criteria in the accounting standards. As a result of the Company’s decision to exit and sell its Mechanical Solutions and Electrical Solutions segments, the Company’s chief operating decision maker reviews financial information on a company-wide basis. Therefore, as of each of December 31, 2019 and 2018, the Company reports on a single reporting segment basis. The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2019, the Company earned 93.1% and 7.9% of its revenue in the U.S. and Canada, respectively. For the year ended December 31, 2018, the Company earned 100% of its revenue in the U.S. Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could vary materially from those estimates. Revenue Recognition: The Company provides construction, maintenance and support services to customers in energy, power and industrial end markets. The Company’s services, which are provided through long-term maintenance or discrete project agreements, are designed to improve or sustain its customers’ operating efficiencies and extend the useful lives of their process equipment. The contracts are awarded on a competitively bid and negotiated basis with the majority structured as cost-plus arrangements and the remainder as lump-sum. The Company’s contracts generally include a single performance obligation for which revenue is recognized over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. For cost-plus contracts, the Company recognizes revenue when services are performed and contractually billable based upon the hours incurred and agreed-upon hourly rates. Revenue on fixed-price contracts is recognized and invoiced over time using the cost-to-cost percentage-of-completion method. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company does not adjust the price of the contract for the effects of a significant financing component. Change orders are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The Company believes these methods of revenue recognition most accurately reflect the economics of the transactions with its customers. The Company’s contracts may include several types of variable consideration, including change orders, rate true-up provisions, retainage, claims, incentives, penalties and liquidated damages. The Company estimates the amount of revenue to be recognized on variable consideration using estimation methods that best predict the amount of consideration to which the Company expects to be entitled. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. In circumstances where the Company cannot reasonably determine the outcome of a contract, it recognizes revenue over time as the work is performed, but only to the extent of recoverable costs incurred (i.e. zero margin). A loss provision is recorded for the amount of any estimated unrecoverable costs in excess of total estimated revenue on a contract as soon as the Company becomes aware. The Company generally provides a limited warranty for a term of two years or less following completion of services performed under its contracts. Historically, warranty claims have not resulted in material costs incurred. Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and on deposit with initial maturities of three months or less. As of December 31, 2019, the Company held $4.4 million of its operating cash balance in U.S. bank accounts and $2.9 in Canadian bank accounts. Restricted Cash: Restricted cash as of each of December 31, 2019 and 2018 consisted of $0.5 million, respectively, held in escrow for certain indemnities as claims on a divested subsidiary. Accounts Receivable: Accounts receivable is reported net of allowance for doubtful accounts and discounts. The allowance is based on numerous factors including but not limited to (i) current market conditions, (ii) review of specific customer economics and (iii) other estimates based on the judgment of management. Account balances are charged off against the allowance after all reasonable means of collection have been pursued and the potential for recovery is considered remote. The Company does not generally charge interest on outstanding amounts. Property, Plant and Equipment: Property, plant and equipment are stated at historical cost, less accumulated depreciation. For financial reporting purposes, depreciation is calculated using the straight‑line method over the estimated useful life of the asset. Costs of significant additions, renewals and betterments are capitalized. Maintenance and repairs are expensed when incurred. When an asset is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss on disposition is reflected in general and administrative expenses in the consolidated statements of operations. Depreciation expense related to capital equipment used in production is included in cost of revenue. Long‑Lived Assets: Long‑lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If circumstances require a long‑lived asset held for use to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the asset exceeds expected future cash flows, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations. Assets held for sale are reported at the lower of their carrying value, less estimated costs to sell. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. The Company groups long‑lived assets by legal entity for purposes of recognition and measurement of an impairment loss as this is the lowest level for which cash flows are independent. Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis, as of October 1, and when events or changes in circumstances indicate the fair value of a reporting unit with goodwill and/or indefinite-lived intangible assets has been reduced below the carrying value of the net assets of the reporting unit in accordance with ASC 350–Intangibles–Goodwill and Other. The Company’s indefinite-lived intangible asset consists of the Williams trade name. The Company’s testing of goodwill for potential impairment involves the comparison of a reporting unit’s carrying value to its estimated fair value, which is determined using the income approach and market approaches. Similarly, the testing of the Company’s trade name for potential impairment involves the comparison of the carrying value of the trade name to its estimated fair value, which is determined using the relief from royalty method. If the carrying value of goodwill or the trade name is deemed to be unrecoverable, the excess of the carrying value over the estimated fair value is charged to results of operations in the period in which the impairment is determined. The Company did not have any impairment write-downs in 2019. Cost of Revenue: Cost of revenue primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs and internal transfer costs. Warranty Costs: Estimated costs related to warranties are accrued using the specific identification method. Estimated costs are based upon past warranty claims, sales history, the applicable contract terms and the remaining warranty periods. Warranty terms vary by contract but generally provide for a term of two years or less. The Company manages its exposure to warranty claims by having its field service and quality assurance personnel regularly monitor projects and maintain ongoing and regular communications with its customers. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts. Insurance: The Company maintains insurance coverage for most insurable aspects of its business and operations. The Company’s insurance programs, including, but not limited to, health, general liability and workers’ compensation, have varying coverage limits depending upon the type of insurance. The Company accrues for incurred but not reported claims by utilizing lag studies. Shipping and Handling Costs: The Company accounts for shipping and handling costs in accordance with ASC 605‑45 — Principal Agent Considerations. Amounts billed to customers in sale transactions related to shipping and handling costs are recorded as revenue. Shipping and handling costs incurred are included in cost of revenue in the consolidated statements of operations. Advertising Costs: The Company accounts for advertising costs in accordance with ASC 720‑35—Advertising Costs. Generally, advertising costs are immaterial and are expensed as incurred and are included in selling and marketing expense in the consolidated statements of operations. Stock‑Based Compensation Expense: The Company measures and recognizes stock‑based compensation expense based on the estimated fair value of the stock award on the date of grant. Vesting of stock awards is based on certain service, performance and market conditions (or service only conditions) over a one to four year period. For all awards with graded vesting, other than awards with performance‑based vesting conditions, the Company records compensation expense for the entire award on a straight‑line basis over the requisite service period. For graded‑vesting awards with performance‑based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once performance criteria are set. For market-based awards that cliff vest, total compensation expense is recorded on a straight-line basis over the requisite performance period. The Company recognizes stock‑based compensation expense related to performance-based and market-based awards based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. Stock‑based compensation expense is primarily included in general and administrative expenses in the consolidated statements of operations. Income Taxes: The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those differences are expected to be recovered or settled. Under ASC 740—Income Taxes, the Financial Accounting Standards Board (“FASB”) requires companies to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available positive and negative evidence, using a “more likely than not” standard. In making such assessments, significant weight is given to evidence that can be objectively verified. A company’s current or previous operating history is given more weight than its future outlook, although the Company does consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs. The Company establishes valuation allowances for its deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company believes that its benefits and accruals recognized are appropriate for all open audit years based on its assessment of many factors including past experience and interpretation of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. To the extent that the final tax outcome of these matters is determined to be different than the amounts recorded, those differences will impact income tax expense in the period in which the determination is made. Other Comprehensive Income (Loss): The Company reports cumulative foreign currency translation adjustments as a component of accumulated other comprehensive income (loss). Adoption of New Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Accounting Standards Codification (“ASC”) Topic 718, “Compensation–Stock Compensation” and applies to all share-based payment transactions to nonemployees in which a grantor acquires goods and services to be used or consumed in a grantor’s own operations by issuing share-based awards. Upon adoption of ASU 2018-07, an entity should only re-measure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. In the first quarter of 2019, the Company adopted ASU 2018-07, which did not have a material impact on its financial position, results of operations and cash flows. In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which gives entities the option to reclassify the tax effects stranded in accumulated other comprehensive income as a result of the enactment of comprehensive tax legislation in December 2017, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019 and elected not to reclassify the income tax effects stranded in accumulated other comprehensive income to retained earnings and, as a result, there was no impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases” (ASC Topic 842), which, together with its related clarifying ASUs (collectively, “ASU 2016-02”), amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than twelve months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. For leases with a term of twelve months or less, a lessee can make an accounting policy election by class of underlying asset to not recognize an asset and corresponding liability. Lessees are also required to provide additional qualitative and quantitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasing activities. On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective method, meaning it has been applied to leases that existed or have been entered into on or after January 1, 2019 without adjusting comparative periods in the financial statements. Please refer to “Note 4–Leases” for further discussion of the adoption and the impact on the Company’s financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes”, which simplifies the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in accounting for income taxes. The update is effective for annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its results of operations, financial position and cash flows. In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40).” This update aligns the requirements for capitalizing costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software, including hosting arrangements that are service contracts, over the term of the hosting arrangement. Further, this update requires the presentation of the expense in the statement of income, the presentation of the costs on the statement of financial position and the classification of payments in the statement of cash flows related to capitalized implementation costs to be treated the same as the fees of the associated hosting arrangement. The update is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that this ASU will have a material impact on its results of operations, financial position and cash flows. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820).” This amendment update modifies disclosure requirements related to fair value measurement and will be effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted, and the standard allows for early adoption of any removed or modified disclosures upon issuance of the update, while delaying adoption of the additional disclosures until their effective date. The Company is currently evaluating this guidance to determine the impact it may have on its disclosures. The Company does not expect that this guidance will have a material impact on its disclosures. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
LEASES | |
LEASES | NOTE 4—LEASES On January 1, 2019, the Company adopted ASU 2016-02, which amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than twelve months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The Company elected to utilize the package of practical expedients in ASC 842-10-65-1(f) that, upon adoption of ASU 2016-02, allowed entities to (1) not reassess whether any expired or existing contracts are or contain leases, (2) retain the classification of leases (e.g., operating or finance lease) existing as of the date of adoption and (3) not reassess initial direct costs for any existing leases. The Company adopted ASU 2016-02 using the modified retrospective method, and accordingly, the new guidance was applied to leases that existed as of January 1, 2019. This resulted in the recognition of lease liabilities of $8.7 million and right-of-use-assets of $8.5 million on January 1, 2019, which included the impact of eliminating prior year deferred rent. The adoption of ASU 2016-02 did not have a material impact on the Company’s results of operations or cash flows. The Company primarily leases office space and related equipment, as well as equipment, modular units and vehicles directly used in providing services to our customers. The Company’s leases have remaining lease terms of one to ten years. Most leases contain renewal options for varying periods, which are at the Company’s sole discretion and included in the expected lease term if they are reasonably certain of being exercised. For leases beginning in 2019 and thereafter, the Company accounts for lease components, such as fixed payments including rent, real estate taxes, and insurance costs, separately from the non-lease components, such as common area maintenance costs. For leases with terms greater than twelve months, the Company records the related right-of-use assets and lease liabilities at the present value of the fixed lease payments over the term at the commencement date. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable. Short-term leases (leases with an initial term of twelve months or less or leases that are cancelable by the lessee and lessor without significant penalties) are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used in delivering services to its customers. These leases are entered into at agreed upon hourly, daily, weekly or monthly rental rates for an unspecified duration and typically have a termination for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than twelve months. The components of lease expense for the year ended December 31, 2019 were as follows: Lease Cost/(Sublease Income) (in thousands) Year Ended December 31, 2019 Operating lease cost $ 4,846 Short-term lease cost 2,429 Sublease income (66) Total lease cost $ 7,209 Lease cost related to finance leases was not significant for the year ended December 31, 2019. Information related to the Company’s right-of-use assets and lease liabilities as of December 31, 2019 was as follows: Lease Assets/Liabilities (in thousands) Balance Sheet Classification December 31, 2019 Lease Assets Right-of-use assets Other long-term assets $ 5,743 Lease Liabilities Short-term lease liabilities Other current liabilities $ 2,985 Long-term lease liabilities Other long-term liabilities 2,939 Total lease liabilities $ 5,924 Supplemental information related to the Company’s leases for the year ended December 31, 2019 was as follows: (dollars in thousands) Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 4,884 Right-of-use assets obtained in exchange for new operating lease liabilities 10,255 Right-of-use assets obtained in exchange for new finance lease liabilities 27 Weighted-average remaining lease term - operating leases 2.09 years Weighted-average remaining lease term - finance leases 4.23 years Weighted-average discount rate - operating leases Weighted-average discount rate - finance leases Total remaining lease payments under the Company’s operating and finance leases are as follows: Operating Leases Finance Leases Year Ended December 31, (in thousands) 2020 $ 3,395 $ 6 2021 2,215 6 2022 695 6 2023 145 6 2024 2 2 Thereafter — — Total lease payments $ 6,452 $ 26 Less: interest (554) — Present value of lease liabilities $ 5,898 $ 26 |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
CHANGES IN BUSINESS | |
CHANGES IN BUSINESS | NOTE 5—CHANGES IN BUSINESS Restructuring Charges In 2018, the Company made the decision to relocate its corporate headquarters to Tucker, Georgia and vacated its leased office space in Irving, Texas on September 30, 2018. In March 2019, the Company subleased the Irving, Texas office space until November 2019, when the lease expired. The Company recorded exit costs related to the leased office space and the termination of certain personnel, which were included in restructuring charges in the Company’s consolidated statement of operations for the year ended December 31, 2018. The following table shows exit costs included in other current liabilities and accrued compensation and benefits on the Company’s consolidated balance sheet: (in thousands) Lease Severance Total Balance, December 31, 2017 $ — $ — $ — Restructuring charges 536 5,153 5,689 Payments for restructuring (169) (2,264) (2,433) Balance, December 31, 2018 $ 367 $ 2,889 $ 3,256 Payments for restructuring (225) (2,889) (3,114) Adjustments (142) — (142) Balance, December 31, 2019 $ — $ — $ — The following table presents the major classes of items constituting restructuring expenses on the Company’s consolidated statement of operations: Year Ended December 31, (in thousands) 2019 2018 Lease $ — $ 536 Severance — 5,153 Total $ — $ 5,689 Discontinued Operations Electrical Solutions During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented. As a result of the Company’s decision to sell the Electrical Solutions segment, the Company performed an impairment analysis on this segment’s finite- and indefinite-lived intangible assets (customer relationships and trade names, respectively) and determined that their carrying value exceeded their fair value. As a result, in the fourth quarter of 2017, the Company recorded an impairment charge of $9.7 million related to these intangible assets. The impairment charge was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. After the impairment charge, the fair value of this segment’s intangible assets was zero at December 31, 2017. Determining fair value is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 inputs. There were no other non-recurring fair value re-measurements related to the Electrical Solutions segment during the years ended December 31, 2019 or 2018. In spite of the Company’s efforts, which included retaining financial advisors to sell all or part of Koontz-Wagner’s operations, inside or outside of a federal bankruptcy or state court proceeding (including Chapter 11 of Title 11 of the Bankruptcy Code), the proposed disposition did not progress as planned due, primarily, to the absence of viable bids in the sale process, the inability of Koontz-Wagner to fund its ongoing operations or obtain financing to do so, and Koontz-Wagner’s deteriorating financial performance. As a result, on July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. As a result of the July 11, 2018 bankruptcy of Koontz-Wagner, the Company recorded $11.4 million of exit costs, which were included in loss from discontinued operations in the Company’s consolidated statement of operations for the year ended December 31, 2018. These charges consisted of a $4.0 million fee related to a fifth amendment to the Initial Centre Lane Facility (as defined below), a pension withdrawal liability of $2.9 million related to Koontz-Wagner’s International Brotherhood of Electrical Workers Local Union 1392 multi-employer pension plan, a $1.8 million negotiated settlement of the Company’s guarantee of Koontz-Wagner’s Houston facility lease agreement and a $2.7 million liability as a result of the Company providing affected Koontz-Wagner employees with 60 days of salary continuation, as well as the difference between each employee’s cost of health care at the time of their employment termination and the cost of continued benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA). The Company satisfied the liability related to the lease guarantee settlement and substantially all of the salary and benefit continuation liability through cash payments as of December 31, 2018. The pension liability is expected to be satisfied by annual cash payments of $0.3 million each, paid in quarterly installments, over the next twenty years. As a result of the bankruptcy of Koontz-Wagner, the Company wrote off the related assets and liabilities on the Company’s consolidated balance sheet and recorded a loss of $9.3 million, which was reflected in loss from discontinued operations in the consolidated statements of operations for the year ended December 31, 2018. Mechanical Solutions During the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, has been presented as a discontinued operation for all periods presented. The Mechanical Solutions and the Electrical Solutions segments were the only components of the business that qualified for discontinued operations for all periods presented. On October 11, 2017, the Company sold substantially all of the operating assets and liabilities of its Mechanical Solutions segment for $43.0 million and used a portion of the $40.9 million net proceeds to pay down $34.0 million of the Company’s outstanding debt and related fees, including full repayment of the First-Out Loan (as defined below). Additionally, on October 31, 2017, the Company completed the sale of its manufacturing facility in Mexico and auctioned the remaining production equipment and other assets for net proceeds of $3.6 million, of which $1.9 million was used to reduce the principal amount of the Initial Centre Lane Facility. The remainder was used to fund working capital requirements. The Company recorded a total gain of $6.3 million related to these sales, which was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. The asset and liability excluded from the sale of the Mechanical Solutions segment included the Company’s office building located in Heerlen, Netherlands as well as its liability for uncertain tax positions. This asset and liability was included in current assets of discontinued operations and long-term liabilities of discontinued operations, respectively, in the December 31, 2017 consolidated balance sheet. At the time the Heerlen office building met the “asset held for sale” criteria, its carrying value was $0.5 million; however, the Company subsequently determined that the building’s carrying value exceeded its fair value and, consequently, it recorded an impairment charge of $0.2 million during the fourth quarter of 2017. The impairment charge was included in loss from discontinued operations before income tax expense (benefit) in the consolidated statement of operations for the year ended December 31, 2017. After the impairment charge, the fair value of the Heerlen building was $0.3 million at December 31, 2017. Determining fair value is judgmental in nature and requires the use of significant estimates and assumptions, considered to be Level 3 inputs. There were no other non-recurring fair value re-measurements related to the Mechanical Solutions segment during the year ended December 31, 2017. On March 21, 2018, the Company closed on the sale of its office building in Heerlen, Netherlands for $0.3 million, resulting in an immaterial gain on sale, which was reflected in loss from discontinued operations before income tax expense (benefit) in the Company’s consolidated statement of operations for the year ended December 31, 2018. As discussed above, the Heerlen office was previously included in the Mechanical Solutions segment and, therefore, the carrying value of the building was included in current assets of discontinued operations in the December 31, 2017 consolidated balance sheet. In connection with the sale of its Mechanical Solutions segment, the Company entered into a transition services agreement with the purchaser to provide certain accounting and administrative services for an initial period of nine months. During the year ended December 31, 2019, the Company did not provide services for the purchaser. As of December 31, 2018, the Company provided $0.3 million in services for the purchaser, which was included in general and administrative expenses from continuing operations in the consolidated statement of operations. In April 2019, the purchaser of the Company’s former Mechanical Solutions segment went into receivership. In connection with this event, in March 2019, the Company recognized a write down to the estimated fair value of amounts due under the transition services agreement of $0.2 million. At the time the purchaser went into receivership, the Company also had remaining balances of $0.2 million and $0.8 million included in other current assets and other current liabilities, respectively, on its consolidated balance sheet. In November 2019, the Company executed, and the U.S. Bankruptcy Court for the Northern District of Oklahoma approved, an agreement with the purchaser to settle the disputes related to the remaining asset and liability. As a result, the Company recorded a net gain of $0.4 million, which was included in other (income) expense, net on its consolidated statement of operations for the year ended December 31, 2019. As of each of December 31, 2019 and 2018, the Company did not have any assets related to its Electrical and Mechanical Solutions’ discontinued operations. The following table presents a reconciliation of the carrying amounts of major classes of liabilities of Electrical and Mechanical Solutions’ discontinued operations: December 31, (in thousands) 2019 2018 Liabilities: Accrued compensation and benefits $ — $ 259 Other current liabilities 340 381 Current liabilities of discontinued operations 340 640 Liability for pension obligation 2,708 2,781 Liability for uncertain tax positions 1,778 2,407 Long-term liabilities of discontinued operations 4,486 5,188 Total liabilities of discontinued operations $ 4,826 $ 5,828 The following table presents a reconciliation of the major classes of line items constituting the net income (loss) from discontinued operations. In accordance with GAAP, the amounts in the table below do not include an allocation of corporate overhead. Year Ended December 31, (in thousands) 2019 2018 Revenue Electrical Solutions $ — $ 22,259 Total revenue — 22,259 Cost of revenue Electrical Solutions — 24,613 Total cost of revenue — 24,613 Selling and marketing expenses — 207 General and administrative expenses 21 2,634 Other 213 (38) Income (loss) from discontinued operations before income taxes (234) (5,157) Loss (gain) on disposal - Electrical Solutions — 9,623 Loss (gain) on disposal - Mechanical Solutions — 222 Income (loss) from discontinued operations before income tax expense (benefit) (234) (15,002) Income tax expense (benefit) (1,398) (3,357) Income (loss) from discontinued operations $ 1,164 $ (11,645) |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY, PLANT AND EQUIPMENT | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 6—PROPERTY, PLANT AND EQUIPMENT The Company’s property, plant and equipment balances, by significant asset category, were as follows: Estimated December 31, ($ in thousands) Useful Lives 2019 2018 Buildings and improvements 5 - 39 years $ 474 $ 474 Machinery and equipment 3 - 12 years 4,227 4,078 Furniture and fixtures 2 - 10 years 8,668 8,668 Construction-in-progress — 283 259 13,652 13,479 Less accumulated depreciation (13,379) (13,144) Property, plant and equipment, net $ 273 $ 335 Construction‑in‑progress primarily included building improvements and machinery and equipment as of December 31, 2019 and 2018. Depreciation expense was $0.3 million and $0.9 million for the years ended December 31, 2019 and 2018, respectively. No impairment charges on property, plant and equipment were recognized for the years ended December 31, 2019 and 2018. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS The Company determines the fair value of its reporting unit using the income approach. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for the reporting unit, which falls within Level 3 of the fair value hierarchy. As of each of December 31, 2019 and 2018, the Company had $12.5 million of unamortizable indefinite-lived intangible assets related to its Williams Industrial Services Group trade name. The Company did not incur any amortization expense for each of the years ended December 31, 2019 and 2018, respectively. The Company determines the fair value of its trade name using the relief from royalty method. Under that method, the fair value of the trade name is determined by calculating the present value of the after tax cost savings associated with owning the asset and therefore not having to pay royalties for its use for the remainder of its estimated useful life. As a result of the Company’s annual indefinite-lived intangible asset impairment analysis as of October 1, 2019 and 2018, the Company determined the fair value of its trade name exceeded its book value; therefore, no impairment charge was recorded for the years ended December 31, 2019 and 2018. As a result of the Company’s annual goodwill impairment analysis as of October 1, 2019 and 2018, the Company determined that the fair value of its reporting unit exceeded its book value, and accordingly, no impairment charge was necessary for the years ended December 31, 2019 and 2018. As of December 31, 2019, the Company’s accumulated impairment charges on its goodwill and indefinite-lived intangible assets were $4.2 million, all of which were recognized in the statement of operations for the year ended December 31, 2015. The Company did not incur any impairment charges related to its goodwill and indefinite-lived intangible assets prior to 2015. Estimating the fair value of reporting units and trade names requires the use of estimates and significant judgments that are based on a number of factors including current and historical actual operating results, balance sheet carrying values, the Company’s most recent forecasts, and other relevant quantitative and qualitative information. If current or expected conditions deteriorate, it is reasonably possible that the judgments and estimates described above could change in future periods and result in impairment charges. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2019 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | NOTE 8—FINANCIAL INSTRUMENTS Fair Value of Financial Instruments: ASC 820–Fair Value Measurement defines fair value as the exit price, which is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-tier fair value hierarchy, which categorizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in the active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The Company’s financial instruments as of December 31, 2019 and 2018 consisted primarily of cash and cash equivalents, restricted cash, receivables, payables and debt instruments. The carrying values of these financial instruments approximate their respective fair values, as they are either short-term in nature or carry interest rates that are periodically adjusted to market rates. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9—INCOME TAXES Income (loss) before income taxes was as follows: Year Ended December 31, (in thousands) 2019 2018 Domestic $ 2,075 $ (18,190) Foreign (720) — Income (loss) from continuing operations 1,355 (18,190) Loss from discontinued operations (234) (15,002) Income (loss) before income tax expense (benefit) $ 1,121 $ (33,192) The following table summarizes the income tax expense (benefit) by jurisdiction: Year Ended December 31, (in thousands) 2019 2018 Current: State $ 61 $ (3) Foreign (642) (522) Total current (581) (525) Deferred: Federal (88) (7,044) State (396) (194) Foreign — 6 Total deferred (484) (7,232) Income tax expense (benefit) $ (1,065) $ (7,757) Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows: Year Ended December 31, (in thousands) 2019 2018 Continuing operations $ 333 $ (4,400) Discontinued operations (1,398) (3,357) Income tax expense (benefit) $ (1,065) $ (7,757) Effective Tax Rate Reconciliation The amount of the income tax expense (benefit) for continuing operations during the years ended December 31, 2019 and 2018 differs from the statutory federal income tax rate of 21% as follows: Year Ended December 31, 2019 2018 (in thousands) Amount Percent Amount Percent Tax expense (benefit) computed at the maximum U.S. statutory rate $ 284 21.0 % $ (3,820) 21.0 % Difference resulting from state income taxes, net of federal income tax benefits (348) (25.7) % (483) 2.7 % State tax rate difference 43 3.2 % — — % Non-deductible expenses, other 130 9.6 % 136 (0.7) % Change in net operating loss carryforward 2,705 199.6 % (581) 3.2 % Change in valuation allowance (1,534) (113.2) % (2,136) 11.7 % Change in foreign tax credits 2,288 168.9 % 1,811 (10.0) % Bankruptcy reorg costs (2,533) (187.0) % — — % Other, net (702) (51.8) % 673 (3.7) % Total tax expense (benefit) $ 333 24.6 % (4,400) % Deferred Taxes The significant components of deferred income tax assets and liabilities for continuing operations consisted of the following: December 31, (in thousands) 2019 2018 Assets: Cost in excess of identifiable net assets of business acquired $ 5,904 $ 6,633 Reserves and other accruals 4,058 4,328 Tax credit carryforwards 5,289 7,819 Accrued compensation and benefits 1,940 1,946 State net operating loss carryforwards 12,815 10,843 Federal net operating loss carryforwards 47,679 47,382 Gain/loss on assets held for sale 1,434 1,393 Other 4,978 782 84,097 81,126 Liabilities: Indefinite life intangibles (12,026) (10,876) Property and equipment (319) (248) Net deferred tax assets 71,752 70,002 Valuation allowance for net deferred tax assets (73,950) (72,684) Net deferred tax liability after valuation allowance $ (2,198) $ (2,682) Tax Cuts and Jobs Acts of 2017 On December 22, 2017, the Tax Act was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. federal corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. For the year ended December 31, 2019, the Company recognized income tax expense of $0.3 million for a net increase in deferred tax liabilities related to an increase in indefinite-lived intangible deferred tax liabilities, partially offset by indefinite-lived deferred tax assets created by the 2017 Tax Act. The Tax Act reduced the federal statutory corporate tax rate for the Company’s tax years beginning in 2018, which resulted in the re-measurement of the federal portion of the Company’s deferred tax assets and liabilities and related valuation allowances as of December 31, 2017. As of December 31, 2019 and 2018, the Company has a net deferred tax liability related to its continuing operations of $2.2 million and $2.7 million, respectively. The net deferred tax liabilities for the years ended December 31, 2019 and 2018 predominantly related to indefinite-lived intangibles deferred tax liabilities that cannot be used to offset deferred tax assets subject to valuation allowances. A net increase in valuation allowances related to continuing operations of $1.3 million as of December 31, 2019 was recorded against the gross deferred tax asset balances as of December 31, 2019. The Company recorded a provisional liability of the transition tax of $2.6 million based on analysis of the amount of post-1986 earnings and profits of its foreign subsidiaries. As of December 31, 2019, the Company would need to generate $287.1 million of future U.S. pre-tax income to realize its deferred tax assets. Net Operating Losses and Tax Credit Carryforwards As of December 31, 2019, the Company has state operating loss carryforwards of $277.7 million expiring between 2020 and 2039. The Company has $5.9 million of foreign operating loss carryforwards that will expire in 2039. The Company has $3.3 million in foreign tax credit carryforwards expiring between 2020 and 2027. Under the Internal Revenue Code, the amount of and the benefits from NOL and tax credit carryforwards may be limited or permanently impaired in certain circumstances. In addition, under the Tax Act, the amount of post 2017 NOLs that the Company is permitted to deduct in any taxable year is limited to 80% of its taxable income in such year, where taxable income is determined without regard to the NOL deduction itself. The Tax Act also generally eliminates the ability to carry back any NOL to prior taxable years, while allowing post 2017 unused NOLs to be carried forward indefinitely. Valuation Allowances The Company reviews, at least annually, the components of its deferred tax assets. This review is to ascertain that, based upon all of the information available at the time of the preparation of the financial statements, it is more likely than not, that the Company expects to utilize these deferred tax assets in the future. If the Company determines that it is more likely than not that these deferred tax assets will not be utilized, a valuation allowance is recorded, reducing the deferred tax asset to the amount expected to be realized. Many factors are considered in the determination that the deferred tax assets are more likely than not will be realized, including recent cumulative earnings, expectations regarding future taxable income, length of carryforward periods, and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is determined by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and tax planning strategies. As of December 31, 2019, the Company carries $12.0 million of deferred income tax liabilities related to indefinite-lived intangibles. Because NOLs generated in taxable years beginning after December 31, 2017 can be carried forward indefinitely under the Tax Act, based upon all of the information available at the time of the preparation of the financial statements, the Company concluded that it is more likely than not that the reversal of taxable temporary differences related to indefinite-lived intangible assets can be used as a source of future taxable income when assessing the realizability of these loss carryforwards that do not expire when they are in the same jurisdiction and of the same character. The Company also determined that it is more likely than not that the reversal of taxable temporary differences related to indefinite-lived intangible assets can be used as a source of future taxable income when assessing the realizability of deferred tax assets that upon reversal would give rise to NOLs that do not expire. As a result, the Company recorded income tax expense from continuing operations of $0.3 million for the year ended December 31, 2019, mainly attributable to the $1.2 million increase in the deferred tax liabilities related to the indefinite-lived intangibles, partially offset by $0.9 million additional indefinite-lived deferred tax assets generated in 2019. Among the $0.9 million, $0.1 million was related to the pre-tax losses generated by the Company’s U.S. business operations, specifically the indefinite-lived pre-tax losses generated after 2017, and $0.8 million was related to the interest expense disallowed after 2017 that can be carried forward indefinitely. The Company continues to have a full valuation allowance against its foreign deferred tax assets. As of December 31, 2019 and 2018, the Company had valuation allowances for deferred tax assets related to its continuing operations in the amount of $74.0 million and $72.7 million, respectively. Unremitted Earnings The Company’s foreign subsidiaries may generate earnings that are not subject to U.S. income taxes so long as they are permanently reinvested in its operations outside of the U.S. Pursuant to ASC Topic No. 740-30, undistributed earnings of foreign subsidiaries that are no longer permanently reinvested would become subject to deferred income taxes. Uncertain Tax Positions A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows (in thousands): Year Ended December 31, (in thousands) 2019 2018 Unrecognized tax benefits at January 1 $ 3,095 $ 3,328 Reductions to unrecognized tax benefits from lapse of statutes of limitations (197) (233) Unrecognized tax benefits at December 31 $ 2,898 $ 3,095 Unrecognized tax benefits from discontinued operations at December 31 $ 998 $ 1,194 Unrecognized tax benefits from continuing operations at December 31 1,900 1,901 $ 2,898 $ 3,095 As of December 31, 2019, the Company provided for a liability of $2.9 million for unrecognized tax benefits related to various federal, foreign and state income tax matters compared with a liability of $3.1 million for unrecognized tax benefits as of December 31, 2018. The Company has elected to classify interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2019, the Company accrued $1.2 million for potential payment of interest and penalties, compared with $1.7 million accrued as of December 31, 2018. As of each of December 31, 2019 and 2018, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.4 million. In 2020, the Company anticipates it will release less than $0.7 million of accruals of uncertain tax positions as the statute of limitations related to these liabilities will lapse in 2020. The Company files a consolidated U.S. federal income tax return. Currently, the Company is not under examination for income tax purposes by any taxing jurisdiction. A presentation of open tax years by jurisdiction is as follows: Tax Jurisdiction Examination in Progress Open Tax Years for Examination United States None 2006 to Present Mexico None 2014 to Present China None 2011 to 2017 The Netherlands None 2016 to 2018 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2019 | |
REVENUE. | |
REVENUE | NOTE 10—REVENUE Disaggregation of Revenue Disaggregated revenue by type of contract was as follows. Year Ended December 31, (in thousands) 2019 2018 Cost-plus reimbursement contracts $ 210,538 $ 158,278 Fixed-price contracts 35,249 30,640 Total $ 245,787 $ 188,918 Disaggregated revenue by the geographic area where the work was performed was as follows: Year Ended December 31, (in thousands) 2019 2018 United States $ 228,820 $ 188,918 Canada 16,967 — Total $ 245,787 $ 188,918 Contract Balances The Company enters into contracts that allow for periodic billings over the contract term that are dependent upon specific advance billing terms, as services are provided, or as milestone billings based on completion of certain phases of work. Projects with performance obligations recognized over time that have costs and estimated earnings recognized to date in excess of cumulative billings are reported in the Company’s consolidated balance sheet as contract assets. Projects with performance obligations recognized over time that have cumulative billings in excess of costs and estimated earnings recognized to date are reported in the Company’s consolidated balance sheet as contract liabilities. At any point in time, each project in process could have either contract assets or contract liabilities. The following table provides information about contract assets and contract liabilities from contracts with customers. December 31, (in thousands) 2019 2018 Costs incurred on uncompleted contracts $ 214,887 $ 160,368 Earnings recognized on uncompleted contracts 30,902 28,581 Total 245,789 188,949 Less—billings to date (241,263) (184,009) Net $ 4,526 $ 4,940 Contract assets $ 7,225 $ 8,218 Contract liabilities (2,699) (3,278) Net $ 4,526 $ 4,940 For the year ended December 31, 2019, the Company recognized revenue of approximately $2.9 million that was included in the corresponding contract liability balance at December 31, 2018. Remaining Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2019. (in thousands) 2020 2021 Thereafter Total Remaining performance obligations $ 191,282 $ 116,900 $ 186,722 $ 494,904 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
DEBT | |
DEBT | NOTE 11—DEBT As of December 31, 2019 and 2018, the Company had the following debt, net of unamortized deferred financing costs: December 31, (in thousands) 2019 2018 MidCap Facility $ 10,849 $ 3,274 Current portion of New Centre Lane Facility 700 525 Current debt $ 11,549 $ 3,799 New Centre Lane Facility 33,687 34,387 Unamortized deferred financing costs (1,029) (1,409) Long-term debt, net $ 32,658 $ 32,978 Total debt, net $ 44,207 $ 36,777 MidCap Facility On October 11, 2018, the Company entered into a three-year, $15.0 million Credit and Security Agreement with MidCap Financial Trust (“MidCap”), as agent and as a lender, and other lenders that may be added as a party thereto (as amended, the “MidCap Facility”). The MidCap Facility is a secured asset-based revolving credit facility that provides borrowing availability against 85% of eligible accounts receivable and the lesser of 80% of eligible contract assets and $1.0 million, after certain customary exclusions and reserves, and allows for up to $6.0 million of non-cash collateralized letters of credit. The Company can, if necessary, make daily borrowings under the MidCap Facility with same day funding. The outstanding loan balance under the MidCap Facility is reduced through the daily automated sweeping of the Company’s depository accounts to the lender’s account under the terms of deposit account control agreements. As of December 31, 2019 and 2018, the Company had $10.8 million and $3.3 million, respectively, outstanding under the MidCap Facility, which was included in short-term borrowings on the consolidated balance sheets. At December 31, 2019 and 2018, the Company had $0.7 million and $4.7 million, respectively, in available borrowing under the MidCap facility. Borrowings under the MidCap Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus 6.0% per year, subject to a minimum LIBOR rate of 1.0%, and are payable in cash on a monthly basis. The Company must pay a customary unused line fee equal to 0.5% per annum of the average unused portion of the commitments under the MidCap Facility, certain other customary administration fees and a minimum balance fee. In addition, while any letters of credit are outstanding under the MidCap Facility, the Company must pay a letter of credit fee equal to 6.0% per annum, in addition to any other customary fees required by the issuer of the letter of credit. The Company’s obligations under the MidCap Facility are secured by first priority liens on substantially all of its assets, other than the Excluded Collateral (as defined in the MidCap Facility), subject to the terms of an intercreditor agreement, dated as of October 11, 2018 (as amended, the “Intercreditor Agreement”), entered into by an affiliate of Centre Lane Partners, LLC (“Centre Lane”), as a lender under the New Centre Lane Facility (as defined below), and MidCap, as agent, and to which the Company consented. The Intercreditor Agreement was entered into as required by the MidCap Facility and the New Centre Lane Facility. The first priority liens previously granted by the Company and certain of its wholly owned subsidiaries in favor of the Centre Lane affiliate in connection with the New Centre Lane Facility are also subject to the Intercreditor Agreement, which, among other things, specifies the relative lien priorities of the secured parties under each of the MidCap Facility and the New Centre Lane Facility in the relevant collateral. It contains customary provisions regarding, among other things, the rights of the respective secured parties to take enforcement actions against the collateral and certain limitations on amending the documentation governing each of the MidCap Facility and the New Centre Lane Facility. It additionally provides secured parties under each of the MidCap Facility and the New Centre Lane Facility the option, in certain instances, to purchase all outstanding obligations of the Company under the other respective loan. The Company may from time to time voluntarily prepay outstanding amounts under the MidCap Facility, in whole or in part, in a minimum amount of $0.1 million. If at any time the amount outstanding under the MidCap Facility exceeds the borrowing base in effect at such time, the Company must repay the excess amount in cash, cash collateralize liabilities under letters of credit, or cause the cancellation of outstanding letters of credit (or any combination of the foregoing), in an aggregate amount equal to such excess. The Company is also required to repay certain amounts outstanding under the MidCap Facility upon the occurrence of certain events involving the assets upon which the borrowing base is calculated, including receipt of payments or proceeds from the Company’s accounts receivable, certain casualty proceeds in excess of $25,000, and receipt of proceeds following certain asset dispositions. The Company also has certain reimbursement obligations in the event of payments by the agent or a lender against draws under outstanding letters of credit. In the event the MidCap Facility is terminated (by reason of an event of default or otherwise) 90 days or more prior to the maturity date, the Company will be required to pay a prepayment fee in an amount equal to the aggregate commitment under the MidCap Facility at the time of termination, multiplied by 2.0% in the first two years following October 11, 2018, 1.5% in the third year, and 1.0% thereafter. The MidCap Facility requires the Company to regularly provide financial information to the lenders, and, beginning on December 31, 2018, to maintain certain total leverage and fixed charge coverage ratios and meet minimum consolidated adjusted EBITDA and minimum liquidity requirements (each of which as defined in the MidCap Facility). The Company determined that it was not in compliance with these covenants (other than the minimum liquidity requirement) as of the last day of its third quarter, and accordingly, effective as of November 13, 2019, the Company entered into an amendment to the MidCap Facility that changed the required levels of both financial covenants so that the Company was in compliance with the MidCap Facility as amended as of September 29, 2019. The Company’s expense related to this amendment was $0.1 million, which is included in general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2019. As of December 31, 2019, the Company was in compliance with all three covenants. The MidCap Facility also contains customary representations and warranties, as well as customary affirmative and negative covenants. The MidCap Facility contains covenants that may, among other things, limit the Company’s ability to incur additional debt, incur liens, make investments, engage in mergers, dispositions or sale-leasebacks, engage in new lines of business or certain transactions with affiliates and change accounting policies or fiscal year. Events of default under the MidCap Facility include, but are not limited to, failure to timely pay any amounts due and owing, a breach of certain covenants or any representations or warranties, the commencement of any bankruptcy or other insolvency proceeding, judgments in excess of certain acceptable amounts, certain events related to ERISA matters, impairment of security interests in collateral or invalidity of guarantees or security documents, and a default or event of default under the New Centre Lane Facility or the Intercreditor Agreement. Upon default, MidCap would have the right to declare all borrowings under the MidCap Facility to be immediately due and payable, together with accrued interest and fees, and exercise remedies under the other Financing Documents (as defined in the MidCap Facility). Centre Lane Facilities In June 2017, the Company refinanced and replaced its then-existing debt with a 4.5-year senior secured term loan facility with an affiliate of Centre Lane as Administrative Agent and Collateral Agent, and the other lenders from time to time party thereto (as amended, the “Initial Centre Lane Facility”). The Initial Centre Lane Facility did not provide for working capital borrowings or access to additional letters of credit. These restrictions were addressed when the Company refinanced and replaced the Initial Centre Lane Facility with a new Centre Lane Facility and when it entered into the MidCap Facility discussed above. On September 18, 2018, the Company refinanced and replaced its Initial Centre Lane Facility with a four-year $35.0 million senior secured credit agreement with an affiliate of Centre Lane as Administrative Agent and Collateral Agent, and the other lenders from time to time party thereto (the “New Centre Lane Facility”). The Company recorded a loss on extinguishment of debt of $1.1 million, which is included in interest expense on the consolidated statement of operations for the year ended December 31, 2018. After payment of the amounts outstanding under the Initial Centre Lane Facility and fees associated with the New Centre Lane Facility, net cash proceeds were $1.0 million. The New Centre Lane Facility requires payment of an annual administration fee of $25,000. Borrowings under the New Centre Lane Facility bear interest at LIBOR (with a minimum rate of 2.5%) plus 10.0% per year, payable monthly in cash. The Company must repay an amount equal to 0.25% of the original aggregate principal amount of the New Centre Lane Facility in consecutive quarterly installments, beginning on December 31, 2018 through June 30, 2019. The Company must repay an amount equal to 0.50% of the original aggregate principal amount of the New Centre Lane Facility in consecutive quarterly installments, beginning on September 30, 2019. The Company’s obligations under the New Centre Lane Facility are guaranteed by all of its wholly owned domestic subsidiaries, subject to customary exceptions. The Company’s obligations are secured by first priority security interests on substantially all of its assets and those of its wholly owned domestic subsidiaries. This includes 100% of the voting equity interests of the Company’s domestic subsidiaries and 65% of the voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions. Beginning on September 19, 2019, the Company may voluntarily prepay the New Centre Lane Facility at any time or from time to time, in whole or in part, in a minimum amount of $1.0 million of the outstanding principal amount, plus any accrued but unpaid interest on the aggregate principal amount being prepaid, plus a prepayment premium, to be calculated as follows (the “Prepayment Premium”): Prepayment Premium as a Percentage of Aggregate Period Outstanding Principal Prepaid September 19, 2019 to September 18, 2021 1% After September 18, 2021 0% Subject to certain exceptions, the Company must prepay an aggregate principal amount equal to 75% of its Excess Cash Flow (as defined in the New Centre Lane Facility), minus the sum of all voluntary prepayments, within five business days after the date that is 90 days following the end of each fiscal year. The New Centre Lane Facility also requires mandatory prepayment of certain amounts in the event the Company or its subsidiaries receive proceeds from certain events and activities, including, among others, asset sales, casualty events, the issuance of indebtedness and equity interests not otherwise permitted under the New Centre Lane Facility and the receipt of tax refunds or extraordinary receipts in excess of $500,000, plus, in certain instances, the applicable Prepayment Premium, calculated as set forth above. The New Centre Lane Facility contains customary representations and warranties, as well as customary affirmative and negative covenants. The New Centre Lane Facility contains covenants that may, among other things, limit the Company’s ability to incur additional debt, incur liens, make investments or capital expenditures, declare or pay dividends, engage in mergers, acquisitions and dispositions, engage in new lines of business or certain transactions with affiliates and change accounting policies or fiscal year. The New Centre Lane Facility requires the Company to regularly provide financial information to the lenders, and, beginning on December 31, 2018, to maintain certain total leverage and fixed charge coverage ratios and meet minimum consolidated adjusted EBITDA and minimum liquidity requirements (each of which as defined in the New Centre Lane Facility). The Company determined that it was not in compliance with certain of these covenants as of the last day of its third quarter, and accordingly, on November 13, 2019, the Company entered into an amendment to the New Centre Lane Facility that changed the required levels of both the leverage ratio and the minimum consolidated adjusted EBITDA so that the Company was in compliance with the New Centre Lane Facility as amended as of September 29, 2019. The Company’s expense related to this amendment was $0.3 million, which is included in general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2019. As of December 31, 2019, the Company was in compliance with these covenants. Events of default under the New Centre Lane Facility include, but are not limited to, a breach of any of the financial covenants or any representations or warranties, failure to timely pay any amounts due and owing, the commencement of any bankruptcy or other insolvency proceeding, judgments in excess of certain acceptable amounts, the occurrence of a change in control, certain events related to ERISA matters and impairment of security interests in collateral or invalidity of guarantees or security documents. Upon a default under the New Centre Lane Facility, the Company’s senior secured lenders would have the right to accelerate the then-outstanding amounts under such facility and to exercise their rights and remedies to collect such amounts, which would include foreclosing on collateral constituting substantially all of the Company’s assets and those of its subsidiaries. However, in October 2018, the Company entered into the MidCap Facility, which provides for a secured asset-based revolving credit facility that provides borrowing availability against 85% of eligible accounts receivable and the lesser of 80% of eligible contract assets and $1.0 million; as such, the lenders under the MidCap Facility hold a first priority lien on the Company’s accounts receivable and contract assets. The scheduled maturities of the New Centre Lane Facility are as follows: December 31, (in thousands) 2020 $ 700 2021 700 2022 32,987 Thereafter — Total $ 34,387 The Company’s borrowing rate under the New Centre Lane Facility at December 31, 2019 was 12.5%. Letters of Credit and Bonds In line with industry practice, the Company is often required to provide letters of credit and payment and performance surety bonds to customers. These letters of credit and bonds provide credit support and security for the customer if the Company fails to perform its obligations under the applicable contract with such customer. The MidCap Facility allows for up to $6.0 million of non-cash collateralized letters of credit at 6.0% interest, of which the Company had $1.8 million and $2.7 million outstanding as of December 31, 2019 and 2018, respectively. There were no amounts drawn upon these letters of credit. In addition, as of December 31, 2019 and 2018, the Company had outstanding payment and performance surety bonds of $59.3 million and $51.1 million, respectively. Deferred Financing Costs Deferred financing costs are amortized over the terms of the related debt facilities using the effective yield method. The following table summarizes the amortization of deferred financing costs related to the Company's debt facilities and recognized in interest expense on the consolidated statements of operations: December 31, (in thousands) 2019 2018 Initial Centre Lane Facility* $ — $ 1,460 New Centre Lane Facility 380 111 MidCap Facility 235 52 Total $ 615 $ 1,623 * 2018 includes accelerated amortization of deferred financing costs of $0.6 million associated with the fourth amendment to the Initial Centre Lane Facility entered into in April 2018. The following table summarizes unamortized deferred financing costs on the Company's consolidated balance sheets: December 31, (in thousands) Location 2019 2018 New Centre Lane Facility Long-term debt, net $ 1,029 $ 1,409 MidCap Facility Other long-term assets 419 654 Total $ 1,448 $ 2,063 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2019 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 12—EARNINGS PER SHARE As of December 31, 2019, the Company’s 19,057,195 shares outstanding included 282,059 shares of contingently issued but unvested restricted stock. As of December 31, 2018, the Company’s 18,660,218 shares outstanding included 193,589 shares of contingently issued but unvested restricted stock. Restricted stock is excluded from the calculation of basic weighted average shares outstanding, but its impact, if dilutive, is included in the calculation of diluted weighted average shares outstanding. Basic earnings per common share are calculated by dividing net income by the weighted average common shares outstanding during the period. Diluted earnings per common share are based on the weighted average common shares outstanding during the period, adjusted for the potential dilutive effect of common shares that would be issued upon the vesting and release of restricted stock awards and units. Basic and diluted loss per common share from continuing operations were calculated as follows: Year Ended December 31, (in thousands, except share data) 2019 2018 Income (loss) from continuing operations $ 1,022 $ (13,790) Basic income (loss) per common share: Weighted average common shares outstanding 18,700,107 18,207,661 Basic income (loss) per common share $ 0.05 $ (0.76) Diluted income (loss) per common share: Weighted average common shares outstanding 18,700,107 18,207,661 Diluted effect: Unvested portion of restricted stock units and awards 221,905 — Weighted average diluted common shares outstanding 18,922,012 18,207,661 Diluted income (loss) per common share $ 0.05 $ (0.76) The weighted-average number of shares outstanding used in the computation of basic and diluted earnings per share does not include the effect of the following potential outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted earnings per share because the effect would have been anti-dilutive: Year Ended December 31, 2019 2018 Unvested service-based restricted stock awards 422,486 1,515 Unvested performance- and market-based restricted stock awards 892,814 620,457 Stock options 122,000 122,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
STOCK-BASED COMPENSATION. | |
STOCK-BASED COMPENSATION | NOTE 13—STOCK‑BASED COMPENSATION Description of the Plans The Company has one equity incentive plan: the 2015 Equity Incentive Plan, as amended and restated on June 10, 2019, (the “2015 Plan”). The 2015 Plan allows for the issuance of up to 1,000,000 shares of stock awards to the Company’s employees and directors in the form of a variety of instruments, including stock options, restricted stock, restricted share units, stock appreciation rights and other share-based awards. The 2015 Plan also allows for cash-based awards. Generally, all participants who voluntarily terminate their employment with the Company forfeit 100% of all unvested equity awards. Persons who are terminated without cause, or in some cases leave for good reason, are entitled to proportionate vesting. Time-based proportionate vested shares are accelerated and distributed upon their termination date. Proportionate market-based and performance-based restricted shares remain categorized as unvested pending final conclusion on the achievement of the related awards. As of December 31, 2019, the Company had approximately 973,335 shares available for grant under the 2015 Plan. During 2019 and 2018, the Company granted 143,000 and 967,029 restricted stock units, respectively, to certain employees outside of the 2015 Plan. All amounts and units described below include these awards. Total stock‑based compensation expense during the years ended December 31, 2019 and 2018 was $1.6 million and $1.2 million, respectively, with no related excess tax benefit recognized, and was included in general and administrative expenses on the Company’s consolidated statements of operations. As of December 31, 2019, total unrecognized compensation expense related to all unvested restricted stock and restricted stock unit awards for which terms and conditions are known totaled $1.9 million, which is expected to be recognized over a weighted average period of 1.9 years. The fair value of shares that vested during 2019 and 2018 based on the stock price at the applicable vesting date was $0.7 million and $1.7 million, respectively. The weighted average grant date fair value of the Company’s restricted stock units was $2.29 and $2.07 for the years ended December 31, 2019 and 2018, respectively. Service-Based Restricted Stock and Unit Awards: During 2019, the Company granted 358,613 service-based restricted stock units under the 2015 Plan at a grant date fair value of $2.35 per share. These service-based restricted stock units vest ratably over a three-year period beginning on March 31, 2020. The fair value of service-based restricted stock units represents the closing price of the Company’s common stock on the date of grant. Additionally, during 2019, service-based restricted stock units of 21,500 and 100,000 were granted to certain employees outside of the 2015 Plan at a grant date fair value of $2.60 per share and $1.95 per share, respectively. These service-based restricted stock units generally vest over a period of three years and will be settled with treasury stock. The Company also granted 149,639 service-based restricted stock awards out of treasury stock to its five non-employee directors at a grant date fair value of $2.45 per share. The service-based restricted stock awards vest ratably over a four- year period beginning on January 22, 2020. The fair value of service-based restricted stock units and restricted stock awards represents the closing price of the Company’s common stock on the date of grant. These restricted stock units and restricted stock awards are accounted for as equity awards and are included in the table below. During 2019 and 2018, certain service-based restricted stock units (the “modified service awards”) that were previously accounted for as liabilities totaling 62,962 and 210,668, respectively, vested. These awards were modified and settled, partially, with shares from the 2015 Plan and the remaining out of the Company’s treasury stock, which resulted in accounting for these awards under the equity method. The fair value of the modified service awards was based on the closing price of the Company’s stock on the modification date. The modification of these awards resulted in a $0.2 million and $0.3 million reduction in stock compensation expense for the years ended December 31, 2019 and 2018, respectively. Information for service-based restricted stock and restricted stock units, excluding those accounted for as liability awards, is as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units at December 31, 2018 634,754 2.65 Granted 654,857 2.32 Vested (375,515) 3.04 Modified 62,962 4.30 Forfeited (54,556) 2.50 Unvested restricted stock and restricted stock units at December 31, 2019 922,502 $ 2.41 Market-Based Restricted Stock Unit Awards: During 2019, market-based restricted stock units of 21,500 were granted to certain employees outside of the 2015 Plan and will be settled with treasury stock. The 2019 units contain a market condition based on a stock price goal. The stock price goal will be met if the Company’s common stock price per share equals or exceeds $5.00 for any period of 30 consecutive trading days during a three-year period ending on March 31, 2021. These restricted stock units will vest ratably over a period of three years if the stock price goal is met on or before March 31, 2019. However, if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020, the restricted stock units will vest in three installments, with one-third vesting on the date the stock price goal is met, one-third vesting on March 31, 2020 and one-third vesting on March 31, 2021. Further, if the stock price goal is achieved after March 31, 2020 and on or prior to March 31, 2021, the restricted stock units will vest in two installments, with two-thirds vesting on the date the stock price goal is met and one-third vesting on March 31, 2021. If the stock price goal is met after March 31, 2021 and during the three-year implied service period, the restricted stock units will vest in full on the date that the stock price goal is met. Information for market-based restricted stock units is as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock units at December 31, 2018 620,457 $ 1.72 Granted 21,500 0.75 Vested — — Modified — — Forfeited (21,808) 0.94 Unvested restricted stock units at December 31, 2019 620,149 $ 1.79 The Company estimates the fair value of its market‑based restricted stock unit awards on the date of grant using a Monte Carlo simulation valuation model. This pricing model uses multiple simulations to evaluate the likelihood of achieving the market conditions set forth in the award agreements. Expense is only recorded for the number of market‑based restricted stock unit awards granted. The assumptions used to estimate the fair value of market‑based restricted stock unit awards granted during 2019 and accounted for under the equity method were as follows: Expected term (years) Expected volatility 37.0 % Expected dividend yield % Risk-free interest rate 2.52 % Weighted-average grant date fair value $ 0.75 Performance-based awards: During 2019, the Company granted cash-based performance awards under the 2015 Plan valued at $1.7 million. At the Company’s discretion, these performance-based restricted stock awards can be settled in cash or shares. The performance objectives associated with these awards are established by the Compensation Committee of the Board of Directors (the “Compensation Committee”) on an annual basis. For the 2019 performance period, the performance objective is based on the Company’s backlog performance target as of December 31, 2019. Performance objectives for the two succeeding years will be established by the Compensation Committee in the respective performance period. Award payouts range from a threshold of 50% to a maximum of 200% for each respective annual performance period. Because the Company intends to settle the cash-based performance awards that are scheduled vest on March 31, 2020 with shares, the fair value of the cash-based performance awards with an established 2019 performance objective represents the closing price of the Company’s common stock on the date of grant. The fair value of the cash-based performance awards that are scheduled to vest on March 31, 2021 and 2022 will be measured in the year that the respective performance objective is established and approved by the Compensation Committee. The Company recognizes stock-based compensation expense related to its cash-based performance awards based on its determination of the likelihood of achieving the performance objective. The Company reassesses the likelihood of meeting the specified performance objective at the end of each reporting period and adjusts compensation expense, as necessary, based on the likelihood of achieving the performance objective. Cash-based awards: During 2017, cash-based awards totaling $0.9 million were awarded to employees. The cash-based awards granted to employees generally vest over a period of two years and are accounted for as liability awards. As of December 31, 2018, the Company had a $0.2 million liability related to this award which was included in other current liabilities on the consolidated balance sheet. No cash-based awards were granted in 2019 or 2018. Stock Options: During 2015, the Company granted a stock option to purchase 122,000 shares of its common stock to its former chief executive officer at an exercise price of $13.85 per share. The option provides for immediate vesting of 32,000 shares, with the remaining 90,000 vesting ratably over a ten month period beginning in June 2015 and has a five year term. This is the only stock option grant the Company has made to date. The following table summarizes stock option activity for the year ended December 31, 2019: Weighted-Average Weighted-Average Options Exercise Price Remaining Contract Term Outstanding at December 31, 2018 122,000 $ 13.85 Outstanding at December 31, 2019 122,000 $ 13.85 2.625 years Exercisable at December 31, 2019 122,000 $ 13.85 2.625 years The weighted average fair value of the stock option on the date of the grant was $2.58. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model. The exercise price of the options is based on the fair market value of the common shares on the date of grant. Cash flows resulting from excess tax benefits are classified as part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for vested restricted stock and restricted stock unit awards, and exercised options in excess of the deferred tax asset attributable to stock compensation costs for such equity awards. The Company realized no excess tax benefits for the years ended December 31, 2019 and 2018 due to the use of NOL carryforwards. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2019 | |
EMPLOYEE BENEFIT PLANS | |
EMPLOYEE BENEFIT PLANS | NOTE 14—EMPLOYEE BENEFIT PLANS Defined Contribution Plan: The Company maintains a 401(k) plan covering substantially all of its U.S. employees. Expense for the Company’s 401(k) plan during the years ended December 31, 2019 and 2018 was $0.8 million and $0.6 million, respectively. Multiemployer Pension Plans: During 2019, the Company contributed to approximately 70 multiemployer pension plans throughout the U.S. and, historically, it has contributed to over 150 union sponsored multiemployer pension plans throughout the U.S. under the terms of collective‑bargaining agreements that cover the Company’s union‑represented employees. The risks of participating in these multiemployer pension plans are different from single‑employer pension plans primarily in the following aspects: 1. Assets contributed to the multiemployer pension plan by one employer may be used to provide benefits to employees of other participating employers. 2. If a participating employer stops contributing to the multiemployer pension plan, the unfunded obligations of the multiemployer pension plan may be borne by the remaining participating employers. 3. If the Company chooses to stop participating in some of its multiemployer pension plans, it may be required to pay those plans an amount based on the underfunded status of the multiemployer pension plan, referred to as a withdrawal liability. The Company’s participation in these multiemployer pension plans during the year ended December 31, 2019 is outlined in the following table. All information in the tables is as of December 31, of the relevant year, or 2019, unless otherwise stated. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three‑digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act zone status available during 2019 and 2018 is for the respective plan’s fiscal year‑end as of 2019 and 2018, respectively. The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the green zone are at least 80 percent funded. If a plan is critical and declining, the plan sponsor may file an application with the Secretary of the Treasury requesting a temporary or permanent reduction of benefits to keep the plan from running out of money. If a fund is in critical status, adjustable benefits may be reduced and no lump sum distributions in excess of $5,000 can be made. Plans that are in critical and endangered status are required to adopt a plan aimed at restoring the financial health of the benefit plan. The “Rehab Plan Status Pending/Implemented” column indicates plans for which a financial improvement plan or a rehabilitation plan is either pending or has been implemented. The nest to last column lists the expiration date of the collective‑bargaining agreement to which the plans are subject. Employees covered by multiemployer pension plans are hired for project‑based building and construction purposes. The Company’s participation level in these plans varies as a result. The Company believes that its responsibility for potential withdrawal liabilities associated with participating in multiemployer plans is limited because the building and construction trades exemption should apply to the substantial majority of the Company’s plan contributions. However, pursuant to the Pension Protection Act of 2006 and other applicable laws, the Company is also exposed to other potential liabilities associated with plans that are underfunded. As of December 31, 2019, the Company had been notified that certain pension plans were in critical funding status. Currently, certain plans are developing, or have developed, a rehabilitation plan that may call for a reduction in participant benefits or an increase in future employer contributions. Therefore, in the future, the Company could be responsible for potential surcharges, excise taxes and/or additional contributions related to these plans. Additionally, market conditions and the number of participating employers remaining in each plan may result in a reorganization, insolvency or mass withdrawal that could materially affect the funded status of multiemployer plans and the Company’s potential withdrawal liability, if applicable. The Company continues to actively monitor, assess and take steps to limit its potential exposure to any surcharges, excise taxes, additional contributions and/or withdrawal liabilities. However, the Company cannot, at this time, estimate the full amount, or even the range, of this potential exposure. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 15—COMMITMENTS AND CONTINGENCIES Litigation and Claims: The Company is from time to time party to various lawsuits, claims and other proceedings that arise in the ordinary course of its business. With respect to all such lawsuits, claims and proceedings, the Company records a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. The Company does not believe that the resolution of any currently pending lawsuits, claims and proceedings, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations or liquidity. However, the outcomes of any currently pending lawsuits, claims and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case. The Company completed a bankruptcy filing of its Koontz-Wagner subsidiary in July 11, 2018. This could require the Company to incur legal fees and other expenses related to liabilities from this bankruptcy filing. These liabilities could have a material adverse effect on its results of operations, cash flows and financial position. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. For additional information, please refer to “Note 5—Changes in Business” to the consolidated financial statements. The Company prevailed in a putative shareholder class action, which was captioned Budde v. Global Power Equipment Group Inc. and filed in the U.S. District Court for the Northern District of Texas naming the Company and certain former officers as defendants. This action and another action were filed on May 13, 2015 and June 23, 2015, respectively and, on July 29, 2015, the court consolidated the two actions and appointed a lead plaintiff following the District Court’s dismissal with prejudice on September 11, 2018, Plaintiffs appealed the decision to the United States Court of Appeals for the Fifth Circuit. The Fifth Circuit held oral arguments on August 5, 2019. On August 23, 2019, the Fifth Circuit issued a per curiam decision affirming the District Court’s dismissal. Plaintiffs have until November 21, 2019, to petition for certiorari review by the Supreme Court of the United States, but did not do so. The matter is now concluded. In previous periods, the Company reported that a former operating unit of the Company had been named as a defendant in a limited number of asbestos personal injury lawsuits. Neither the Company nor its predecessors ever mined, manufactured, produced or distributed asbestos fiber, the material that allegedly caused the injury underlying these actions. As of April 2019, all pending asbestos-related litigation against such former operating unit had been dismissed, and there are no longer any such claims outstanding against the unit. Such litigation did not have a material adverse effect on the Company’s financial position, results of operations or liquidity. Insurance: The Company maintains insurance coverage for most insurable aspects of its business and operations. The Company’s insurance programs, including, but not limited to, health, general liability and workers’ compensation, have varying coverage limits depending upon the type of insurance. For the year ended December 31, 2019 and 2018, insurance expense, including insurance premiums related to the excess claim coverage and claims incurred for continuing operations, was $2.8 million and $2.1 million, respectively. The Company’s consolidated balance sheets include amounts representing its probable estimated liability related to insurance-related claims that are known and have been asserted against the Company, and for insurance-related claims that are believed to have been incurred, but had not yet been reported as of December 31, 2019 and 2018. As of December 31, 2019 and 2018, the Company provided $0.8 million and $1.1 million, respectively in letters of credit and provided cash collateral of $0.2 million and $0.3 million, respectively, as security for possible workers’ compensation claims. Executive Severance: At December 31, 2019, the Company had outstanding severance arrangements with officers and senior management. The Company’s maximum commitment under all such arrangements, which would apply if the employees covered by these arrangements were each terminated without cause, was $3.0 million at December 31, 2019. |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2019 | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | |
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | NOTE 16—MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK The Company has certain customers that represent more than 10 percent of its consolidated accounts receivable. The balance for these customers as a percentage of the consolidated accounts receivable is as follows: December 31, Customer 2019 2018 Southern Nuclear Operating Company Tennessee Valley Authority * Energy Northwest * *Less than 10% The Company has certain customers that represent more than 10 percent of consolidated revenue. The revenue for these customers as a percentage of the consolidated revenue is as follows: Year Ended December 31, Customer 2019 2018 Southern Nuclear Operating Company Tennessee Valley Authority Richmond County Constructors, LLC ("RCC") Energy Northwest * All others Total *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
OTHER SUPPLEMENTAL INFORMATION | |
OTHER SUPPLEMENTAL INFORMATION | NOTE 17—OTHER SUPPLEMENTAL INFORMATION Other current assets consist of the following: December 31, (in thousands) 2019 2018 Equity method investment in RCC $ 2,265 $ 785 Right-of-use lease assets 5,743 — Other long-term assets 541 865 Total $ 8,549 $ 1,650 Other current liabilities consist of the following: December 31, (in thousands) 2019 2018 Accrued workers compensation $ 604 $ 699 Accrued job cost 1,320 1,385 Accrued legal and professional fees 36 691 Restructuring reserve — 367 Short-term lease liability 2,985 — Other accrued expenses 1,463 2,376 Total $ 6,408 $ 5,518 Other long-term liabilities consist of the following: December 31, (in thousands) 2019 2018 Long-term lease liability 2,939 — Liability for uncertain tax positions 1,030 967 Other long-term liabilities 59 429 Total $ 4,028 $ 1,396 |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 18—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) A summary of the quarterly operating results during 2019 and 2018 follows: (in thousands, except per share data) First Second Third Fourth 2019 Year Ended December 31, 2019 Quarter Quarter Quarter Quarter Total Revenue $ 50,652 $ 71,466 $ 56,862 $ 66,807 $ 245,787 Gross profit 6,682 9,192 5,956 9,070 30,900 Income (loss) from continuing operations 395 1,286 (363) (296) 1,022 Income (loss) per common share from continuing operations: Basic $ 0.02 $ 0.07 $ (0.02) $ (0.02) $ 0.05 Diluted $ 0.02 $ 0.07 $ (0.02) $ (0.02) $ 0.05 (in thousands, except per share data) First Second Third Fourth 2018 Year Ended December 31, 2018 Quarter Quarter Quarter Quarter Total Revenue $ 43,121 $ 47,975 $ 53,467 $ 44,355 $ 188,918 Gross profit 6,450 6,747 10,212 5,332 28,741 Income (loss) from continuing operations (2,238) (6,024) (2,840) (2,688) (13,790) Income (loss) per common share from continuing operations: Basic $ (0.12) $ (0.33) $ (0.16) $ (0.15) $ (0.76) Diluted $ (0.12) $ (0.33) $ (0.16) $ (0.15) $ (0.76) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 19—SUBSEQUENT EVENTS On January 13, 2020, the Company entered into a Third Amendment to the New Centre Lane Facility that, among other things, redefined and changed the minimum leverage ratio requirement and changed the minimum consolidated Adjusted EBITDA and minimum liquidity requirements. In addition, the New Centre Lane Agreement increased the Prepayment Premium to 2% beginning on January 13, 2020 and to 1% beginning January 14, 2021 and thereafter. The New Centre Lane Agreement also waived the requirement to prepay future cash proceeds generated from the Company’s Rights Offering (as defined below) and any event of default that would otherwise result from failure to pay such amounts. The Company’s expense related to the New Centre Lane Agreement was $0.2 million and will be included in general and administrative expenses on the consolidated statement of operations for the three months ended March 31, 2020. On January 13, 2020, the Company entered into a Third Amendment to the MidCap Facility that, among other things, increased the maximum principal amount from $15.0 million to $25.0 million and extended the maturity date to October 11, 2022. In addition, the MidCap Agreement redefinded and changed the minimum leverage ratio requirement and changed the minimum consolidated Adjusted EBITDA and minimum liquidity requirements. Further, beginning on January 13, 2020 the MidCap Agreement changed the terms of the origination fee to 2.0% in the first two years, 1.5% for the third year, and 1.0% in the first nine months of the fourth year. The Company’s expense related to the MidCap Agreement was $0.2 million and will be included in general and administrative expenses on the consolidated statement of operations for the three months ended March 31, 2020. In addition to the above, both the Centre Lane Agreement and the MidCap Agreement require certain Canadian subsidiaries of the Company to become guarantors under the respective credit agreement and to grant liens on their assets to secure such guarantees. The Company was also required to complete its Rights Offering on or before March 13, 2020. The New Centre Lane Agreement and the MidCap Agreement both waive the requirement to prepay future cash proceeds generated from the Company’s recent Rights Offering and any event of default that would otherwise result from failure to pay such amounts. – check this last sentence for accuracy against the MidCap Agreement. On March 6, 2020, the Company announced the results of its fully backstopped $7.0 million registered offering of subscription rights to purchase shares of the Company’s common stock to existing holders of the Company’s common stock (the “Rights Offering”) following the expiration of the subscription period on March 2, 2020. The Rights Offering, in which 5,384,615 shares of common stock were available for subscription at a price of $1.30 per share, was oversubscribed by 2,960,021 shares. The Rights Offering was backstopped by a commitment from Wynnefield Capital, Inc. to purchase any unsubscribed shares of common stock. However, the backstop was not utilized due to demand from other shareholders participating in the offering and oversubscription. The distribution of all new shares took place on March 6, 2020. The Company’s business could be adversely affected by the effects of widespread outbreak of contagious disease, including the recent outbreak of respiratory illness caused by COVID-19, novel coronavirus first identified in Wuhan, Hubei Province, China. Any outbreak of contagious diseases and other adverse public health developments could have a material and adverse effect on the Company’s business operations. These could include disruptions or restrictions on the Company and its employees’ ability to travel or to distribute services and materials, as well as temporary closures of the facilities of its suppliers or customers. Any disruption of the Company’s suppliers or customers would likely impact its sales and operating results. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect both the U.S. and global economy and financial markets, resulting in an economic downturn that could impact the Company’s operating results. For instance, COVID-19 has caused volatility in the global financial markets and threatened a slowdown in the global economy. While it is not possible at this time to estimate the impact that COVID-19 could have on the Company’s operations, the continued spread of COVID-19, the measures taken by the governments of countries affected, actions taken to protect employees, and the impact of the pandemic on various business activities in affected states and countries could adversely affect the Company’s financial condition, results of operations and cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation and Joint Ventures | Principles of Consolidation and Joint Ventures: The consolidated financial statements include the accounts of Williams Industrial Services Group, Inc. and its wholly owned subsidiaries. At times, the Company may form joint ventures with unrelated third parties for the execution of a project. For investments in joint ventures not requiring full consolidation, the Company uses the equity method of accounting. The Company does not have any investment in a joint venture in which it is considered to be the primary beneficiary where full consolidation is required. In 2017, the Company formed a limited liability company (“LLC”) with an unrelated third party for the execution of a nuclear plant construction project. The Company has a 25 percent participation interest in this LLC, with distribution of expected gains and losses being proportionate to its participation interest. Although the LLC holds the construction contract with the client, the services required by the contract are performed by either the LLC, the Company or the other member of the LLC, or by other subcontractors under subcontracting agreements with the LLC. The Company accounts for its investment in this LLC using the equity method. The Company’s investment in this LLC was $2.3 million and $0.8 million as of December 31, 2019 and 2018, respectively, and was included in other long-term assets on the consolidated balance sheets. Accounts receivable related to work performed for the Company’s unconsolidated investment in the LLC, included in accounts receivable, net, on the consolidated balance sheets, was $2.7 million and $2.1 million as of December 31, 2019 and 2018, respectively. The Company’s pro-rata share of net income from the LLC was $1.5 million and $1.0 million for the years ended December 31, 2019 and 2018, respectively, and was included in other (income) expense, net, on the consolidated statements of operations. In addition, the Company received a dividend of $0.5 million in 2019 and did not receive any dividends in 2018. The Company reclassified its 2018 loss on disposal of assets from general and administrative expenses to other (income) expense, net, on its consolidated statements of operations in order to conform to the 2019 prestenation. All intercompany accounts and transactions have been eliminated in consolidation. |
Discontinued Operations | Discontinued Operations: During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment. Additionally, during the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment, which the Company completed in the fourth quarter of 2017. These decisions were made in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit these segments met the definition of a discontinued operation. As a result, these segments, including TOG Manufacturing Company, Inc., which, along with TOG Holdings, Inc., was sold in July 2016, have been presented as discontinued operations for all periods presented. In spite of the Company’s efforts, which included retaining financial advisors to sell all or part of Koontz-Wagner Custom Controls Holdings LLC’s (“Koontz-Wagner”) operations, inside or outside of a federal bankruptcy or state court proceeding (including Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”)), the proposed disposition did not progress as planned due, primarily, to the absence of viable bids in the sale process, the inability of Koontz-Wagner to fund its ongoing operations or obtain financing to do so, and Koontz-Wagner’s deteriorating financial performance. As a result, on July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. Unless otherwise specified, the financial information presented in the accompanying financial statements and following notes relates to the Company’s continuing operations; it excludes any results of its discontinued operations. Please refer to “Note 5—Changes in Business” for financial information on the Company’s discontinued operations. |
Segment and Geographic Information | Segment and Geographic Information : The Company determines its reportable segments in accordance with Accounting Standards Codification (“ASC”) 280—Segment Reporting. The Company’s operating segments engage in business activities from which it may earn revenues and incur expenses and for which discrete information is available. Operating results for the operating segments are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess performance. Operating segments are aggregated for reporting purposes when the operating segments are identified as similar in accordance with the basic principles and aggregation criteria in the accounting standards. As a result of the Company’s decision to exit and sell its Mechanical Solutions and Electrical Solutions segments, the Company’s chief operating decision maker reviews financial information on a company-wide basis. Therefore, as of each of December 31, 2019 and 2018, the Company reports on a single reporting segment basis. The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2019, the Company earned 93.1% and 7.9% of its revenue in the U.S. and Canada, respectively. For the year ended December 31, 2018, the Company earned 100% of its revenue in the U.S. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could vary materially from those estimates. |
Revenue Recognition | Revenue Recognition: The Company provides construction, maintenance and support services to customers in energy, power and industrial end markets. The Company’s services, which are provided through long-term maintenance or discrete project agreements, are designed to improve or sustain its customers’ operating efficiencies and extend the useful lives of their process equipment. The contracts are awarded on a competitively bid and negotiated basis with the majority structured as cost-plus arrangements and the remainder as lump-sum. The Company’s contracts generally include a single performance obligation for which revenue is recognized over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer. For cost-plus contracts, the Company recognizes revenue when services are performed and contractually billable based upon the hours incurred and agreed-upon hourly rates. Revenue on fixed-price contracts is recognized and invoiced over time using the cost-to-cost percentage-of-completion method. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company does not adjust the price of the contract for the effects of a significant financing component. Change orders are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. The Company believes these methods of revenue recognition most accurately reflect the economics of the transactions with its customers. The Company’s contracts may include several types of variable consideration, including change orders, rate true-up provisions, retainage, claims, incentives, penalties and liquidated damages. The Company estimates the amount of revenue to be recognized on variable consideration using estimation methods that best predict the amount of consideration to which the Company expects to be entitled. The Company includes variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company updates its estimate of the transaction price each reporting period and the effect of variable consideration on the transaction price is recognized as an adjustment to revenue on a cumulative catch-up basis. In circumstances where the Company cannot reasonably determine the outcome of a contract, it recognizes revenue over time as the work is performed, but only to the extent of recoverable costs incurred (i.e. zero margin). A loss provision is recorded for the amount of any estimated unrecoverable costs in excess of total estimated revenue on a contract as soon as the Company becomes aware. The Company generally provides a limited warranty for a term of two years or less following completion of services performed under its contracts. Historically, warranty claims have not resulted in material costs incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and on deposit with initial maturities of three months or less. As of December 31, 2019, the Company held $4.4 million of its operating cash balance in U.S. bank accounts and $2.9 in Canadian bank accounts. |
Restricted Cash | Restricted Cash: Restricted cash as of each of December 31, 2019 and 2018 consisted of $0.5 million, respectively, held in escrow for certain indemnities as claims on a divested subsidiary. |
Accounts Receivable | Accounts Receivable: Accounts receivable is reported net of allowance for doubtful accounts and discounts. The allowance is based on numerous factors including but not limited to (i) current market conditions, (ii) review of specific customer economics and (iii) other estimates based on the judgment of management. Account balances are charged off against the allowance after all reasonable means of collection have been pursued and the potential for recovery is considered remote. The Company does not generally charge interest on outstanding amounts. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment are stated at historical cost, less accumulated depreciation. For financial reporting purposes, depreciation is calculated using the straight‑line method over the estimated useful life of the asset. Costs of significant additions, renewals and betterments are capitalized. Maintenance and repairs are expensed when incurred. When an asset is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss on disposition is reflected in general and administrative expenses in the consolidated statements of operations. Depreciation expense related to capital equipment used in production is included in cost of revenue. |
Long-Lived Assets | Long‑Lived Assets: Long‑lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If circumstances require a long‑lived asset held for use to be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the asset exceeds expected future cash flows, the excess of the carrying value over the estimated fair value is charged to impairment expense in the consolidated statements of operations. Assets held for sale are reported at the lower of their carrying value, less estimated costs to sell. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. The Company groups long‑lived assets by legal entity for purposes of recognition and measurement of an impairment loss as this is the lowest level for which cash flows are independent. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets: Goodwill and indefinite-lived intangible assets are tested for impairment on an annual basis, as of October 1, and when events or changes in circumstances indicate the fair value of a reporting unit with goodwill and/or indefinite-lived intangible assets has been reduced below the carrying value of the net assets of the reporting unit in accordance with ASC 350–Intangibles–Goodwill and Other. The Company’s indefinite-lived intangible asset consists of the Williams trade name. The Company’s testing of goodwill for potential impairment involves the comparison of a reporting unit’s carrying value to its estimated fair value, which is determined using the income approach and market approaches. Similarly, the testing of the Company’s trade name for potential impairment involves the comparison of the carrying value of the trade name to its estimated fair value, which is determined using the relief from royalty method. If the carrying value of goodwill or the trade name is deemed to be unrecoverable, the excess of the carrying value over the estimated fair value is charged to results of operations in the period in which the impairment is determined. The Company did not have any impairment write-downs in 2019. |
Cost of Revenue | Cost of Revenue: Cost of revenue primarily includes charges for materials, direct labor and related benefits, freight (inbound and outbound), direct supplies and tools, purchasing and receiving costs, inspection costs and internal transfer costs. |
Warranty Costs | Warranty Costs: Estimated costs related to warranties are accrued using the specific identification method. Estimated costs are based upon past warranty claims, sales history, the applicable contract terms and the remaining warranty periods. Warranty terms vary by contract but generally provide for a term of two years or less. The Company manages its exposure to warranty claims by having its field service and quality assurance personnel regularly monitor projects and maintain ongoing and regular communications with its customers. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts. |
Insurance | Insurance: The Company maintains insurance coverage for most insurable aspects of its business and operations. The Company’s insurance programs, including, but not limited to, health, general liability and workers’ compensation, have varying coverage limits depending upon the type of insurance. The Company accrues for incurred but not reported claims by utilizing lag studies. |
Shipping and Handling Costs | Shipping and Handling Costs: The Company accounts for shipping and handling costs in accordance with ASC 605‑45 — Principal Agent Considerations. Amounts billed to customers in sale transactions related to shipping and handling costs are recorded as revenue. Shipping and handling costs incurred are included in cost of revenue in the consolidated statements of operations. |
Advertising Costs | Advertising Costs: The Company accounts for advertising costs in accordance with ASC 720‑35—Advertising Costs. Generally, advertising costs are immaterial and are expensed as incurred and are included in selling and marketing expense in the consolidated statements of operations. |
Stock-based Compensation Expense | Stock‑Based Compensation Expense: The Company measures and recognizes stock‑based compensation expense based on the estimated fair value of the stock award on the date of grant. Vesting of stock awards is based on certain service, performance and market conditions (or service only conditions) over a one to four year period. For all awards with graded vesting, other than awards with performance‑based vesting conditions, the Company records compensation expense for the entire award on a straight‑line basis over the requisite service period. For graded‑vesting awards with performance‑based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once performance criteria are set. For market-based awards that cliff vest, total compensation expense is recorded on a straight-line basis over the requisite performance period. The Company recognizes stock‑based compensation expense related to performance-based and market-based awards based upon its determination of the potential likelihood of achievement of the specified performance conditions at each reporting date. Stock‑based compensation expense is primarily included in general and administrative expenses in the consolidated statements of operations. |
Income Taxes | Income Taxes: The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those differences are expected to be recovered or settled. Under ASC 740—Income Taxes, the Financial Accounting Standards Board (“FASB”) requires companies to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available positive and negative evidence, using a “more likely than not” standard. In making such assessments, significant weight is given to evidence that can be objectively verified. A company’s current or previous operating history is given more weight than its future outlook, although the Company does consider future taxable income projections, ongoing tax planning strategies and the limitation on the use of carryforward losses in determining valuation allowance needs. The Company establishes valuation allowances for its deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company believes that its benefits and accruals recognized are appropriate for all open audit years based on its assessment of many factors including past experience and interpretation of tax law. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. To the extent that the final tax outcome of these matters is determined to be different than the amounts recorded, those differences will impact income tax expense in the period in which the determination is made. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss): The Company reports cumulative foreign currency translation adjustments as a component of accumulated other comprehensive income (loss). |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting,” which expands the scope of Accounting Standards Codification (“ASC”) Topic 718, “Compensation–Stock Compensation” and applies to all share-based payment transactions to nonemployees in which a grantor acquires goods and services to be used or consumed in a grantor’s own operations by issuing share-based awards. Upon adoption of ASU 2018-07, an entity should only re-measure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. In the first quarter of 2019, the Company adopted ASU 2018-07, which did not have a material impact on its financial position, results of operations and cash flows. In February 2018, the FASB issued ASU 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which gives entities the option to reclassify the tax effects stranded in accumulated other comprehensive income as a result of the enactment of comprehensive tax legislation in December 2017, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), to retained earnings. The Company adopted ASU 2018-02 effective January 1, 2019 and elected not to reclassify the income tax effects stranded in accumulated other comprehensive income to retained earnings and, as a result, there was no impact on the Company’s financial position, results of operations or cash flows. In February 2016, the FASB issued ASU 2016-02, “Leases” (ASC Topic 842), which, together with its related clarifying ASUs (collectively, “ASU 2016-02”), amended the previous guidance for lease accounting and related disclosure requirements. The new guidance requires the recognition of right-of-use assets and lease liabilities on the balance sheet for leases with terms greater than twelve months or leases that contain a purchase option that is reasonably certain to be exercised. Lessees are required to classify leases as either finance or operating leases. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. For leases with a term of twelve months or less, a lessee can make an accounting policy election by class of underlying asset to not recognize an asset and corresponding liability. Lessees are also required to provide additional qualitative and quantitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases. These disclosures are intended to supplement the amounts recorded in the financial statements and provide additional information about the nature of an organization’s leasing activities. On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective method, meaning it has been applied to leases that existed or have been entered into on or after January 1, 2019 without adjusting comparative periods in the financial statements. Please refer to “Note 4–Leases” for further discussion of the adoption and the impact on the Company’s financial statements. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes”, which simplifies the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in accounting for income taxes. The update is effective for annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this ASU will have on its results of operations, financial position and cash flows. In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other Internal-Use Software (Subtopic 350-40).” This update aligns the requirements for capitalizing costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software, including hosting arrangements that are service contracts, over the term of the hosting arrangement. Further, this update requires the presentation of the expense in the statement of income, the presentation of the costs on the statement of financial position and the classification of payments in the statement of cash flows related to capitalized implementation costs to be treated the same as the fees of the associated hosting arrangement. The update is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that this ASU will have a material impact on its results of operations, financial position and cash flows. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820).” This amendment update modifies disclosure requirements related to fair value measurement and will be effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted, and the standard allows for early adoption of any removed or modified disclosures upon issuance of the update, while delaying adoption of the additional disclosures until their effective date. The Company is currently evaluating this guidance to determine the impact it may have on its disclosures. The Company does not expect that this guidance will have a material impact on its disclosures. |
BUSINESS AND ORGANIZATION (Tabl
BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
BUSINESS AND ORGANIZATION | |
Reporting periods and corresponding fiscal interim periods | Reporting Interim Period Fiscal Interim Period 2019 2018 Three Months Ended March 31 January 1, 2019 to March 31, 2019 January 1, 2018 to April 1, 2018 Three Months Ended June 30 April 1, 2019 to June 30, 2019 April 2, 2018 to July 1, 2018 Three Months Ended September 30 July 1, 2019 to September 29, 2019 July 2, 2018 to September 30, 2018 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
LEASES | |
Schedule of components of lease expense | Lease Cost/(Sublease Income) (in thousands) Year Ended December 31, 2019 Operating lease cost $ 4,846 Short-term lease cost 2,429 Sublease income (66) Total lease cost $ 7,209 |
Schedule of right-of use assets and lease liabilities | Lease Assets/Liabilities (in thousands) Balance Sheet Classification December 31, 2019 Lease Assets Right-of-use assets Other long-term assets $ 5,743 Lease Liabilities Short-term lease liabilities Other current liabilities $ 2,985 Long-term lease liabilities Other long-term liabilities 2,939 Total lease liabilities $ 5,924 |
Schedule of supplemental information | (dollars in thousands) Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 4,884 Right-of-use assets obtained in exchange for new operating lease liabilities 10,255 Right-of-use assets obtained in exchange for new finance lease liabilities 27 Weighted-average remaining lease term - operating leases 2.09 years Weighted-average remaining lease term - finance leases 4.23 years Weighted-average discount rate - operating leases Weighted-average discount rate - finance leases |
Schedule of remaining lease payments under operating leases | Operating Leases Finance Leases Year Ended December 31, (in thousands) 2020 $ 3,395 $ 6 2021 2,215 6 2022 695 6 2023 145 6 2024 2 2 Thereafter — — Total lease payments $ 6,452 $ 26 Less: interest (554) — Present value of lease liabilities $ 5,898 $ 26 |
Schedule of remaining lease payments under finance leases | (dollars in thousands) Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 4,884 Right-of-use assets obtained in exchange for new operating lease liabilities 10,255 Right-of-use assets obtained in exchange for new finance lease liabilities 27 Weighted-average remaining lease term - operating leases 2.09 years Weighted-average remaining lease term - finance leases 4.23 years Weighted-average discount rate - operating leases Weighted-average discount rate - finance leases Total remaining lease payments under the Company’s operating and finance leases are as follows: Operating Leases Finance Leases Year Ended December 31, (in thousands) 2020 $ 3,395 $ 6 2021 2,215 6 2022 695 6 2023 145 6 2024 2 2 Thereafter — — Total lease payments $ 6,452 $ 26 Less: interest (554) — Present value of lease liabilities $ 5,898 $ 26 |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of exit costs | (in thousands) Lease Severance Total Balance, December 31, 2017 $ — $ — $ — Restructuring charges 536 5,153 5,689 Payments for restructuring (169) (2,264) (2,433) Balance, December 31, 2018 $ 367 $ 2,889 $ 3,256 Payments for restructuring (225) (2,889) (3,114) Adjustments (142) — (142) Balance, December 31, 2019 $ — $ — $ — |
Summary of restructuring expenses | Year Ended December 31, (in thousands) 2019 2018 Lease $ — $ 536 Severance — 5,153 Total $ — $ 5,689 |
Discontinued operations, held-for-sale or disposed of by sale | |
Schedule of Financial Information of Disposal Group | December 31, (in thousands) 2019 2018 Liabilities: Accrued compensation and benefits $ — $ 259 Other current liabilities 340 381 Current liabilities of discontinued operations 340 640 Liability for pension obligation 2,708 2,781 Liability for uncertain tax positions 1,778 2,407 Long-term liabilities of discontinued operations 4,486 5,188 Total liabilities of discontinued operations $ 4,826 $ 5,828 Year Ended December 31, (in thousands) 2019 2018 Revenue Electrical Solutions $ — $ 22,259 Total revenue — 22,259 Cost of revenue Electrical Solutions — 24,613 Total cost of revenue — 24,613 Selling and marketing expenses — 207 General and administrative expenses 21 2,634 Other 213 (38) Income (loss) from discontinued operations before income taxes (234) (5,157) Loss (gain) on disposal - Electrical Solutions — 9,623 Loss (gain) on disposal - Mechanical Solutions — 222 Income (loss) from discontinued operations before income tax expense (benefit) (234) (15,002) Income tax expense (benefit) (1,398) (3,357) Income (loss) from discontinued operations $ 1,164 $ (11,645) |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment balances, by significant asset category | Estimated December 31, ($ in thousands) Useful Lives 2019 2018 Buildings and improvements 5 - 39 years $ 474 $ 474 Machinery and equipment 3 - 12 years 4,227 4,078 Furniture and fixtures 2 - 10 years 8,668 8,668 Construction-in-progress — 283 259 13,652 13,479 Less accumulated depreciation (13,379) (13,144) Property, plant and equipment, net $ 273 $ 335 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAXES | |
Income (loss) before income taxes | Year Ended December 31, (in thousands) 2019 2018 Domestic $ 2,075 $ (18,190) Foreign (720) — Income (loss) from continuing operations 1,355 (18,190) Loss from discontinued operations (234) (15,002) Income (loss) before income tax expense (benefit) $ 1,121 $ (33,192) |
Summary of income tax expense (benefit) | Year Ended December 31, (in thousands) 2019 2018 Current: State $ 61 $ (3) Foreign (642) (522) Total current (581) (525) Deferred: Federal (88) (7,044) State (396) (194) Foreign — 6 Total deferred (484) (7,232) Income tax expense (benefit) $ (1,065) $ (7,757) |
Income tax expense (benefit) allocated between continuing operations and discontinued operations | Year Ended December 31, (in thousands) 2019 2018 Continuing operations $ 333 $ (4,400) Discontinued operations (1,398) (3,357) Income tax expense (benefit) $ (1,065) $ (7,757) |
Schedule of effective income tax rate for continuing operations | Year Ended December 31, 2019 2018 (in thousands) Amount Percent Amount Percent Tax expense (benefit) computed at the maximum U.S. statutory rate $ 284 21.0 % $ (3,820) 21.0 % Difference resulting from state income taxes, net of federal income tax benefits (348) (25.7) % (483) 2.7 % State tax rate difference 43 3.2 % — — % Non-deductible expenses, other 130 9.6 % 136 (0.7) % Change in net operating loss carryforward 2,705 199.6 % (581) 3.2 % Change in valuation allowance (1,534) (113.2) % (2,136) 11.7 % Change in foreign tax credits 2,288 168.9 % 1,811 (10.0) % Bankruptcy reorg costs (2,533) (187.0) % — — % Other, net (702) (51.8) % 673 (3.7) % Total tax expense (benefit) $ 333 24.6 % (4,400) % |
Components of deferred income tax assets and liabilities | December 31, (in thousands) 2019 2018 Assets: Cost in excess of identifiable net assets of business acquired $ 5,904 $ 6,633 Reserves and other accruals 4,058 4,328 Tax credit carryforwards 5,289 7,819 Accrued compensation and benefits 1,940 1,946 State net operating loss carryforwards 12,815 10,843 Federal net operating loss carryforwards 47,679 47,382 Gain/loss on assets held for sale 1,434 1,393 Other 4,978 782 84,097 81,126 Liabilities: Indefinite life intangibles (12,026) (10,876) Property and equipment (319) (248) Net deferred tax assets 71,752 70,002 Valuation allowance for net deferred tax assets (73,950) (72,684) Net deferred tax liability after valuation allowance $ (2,198) $ (2,682) |
Reconciliation of unrecognized tax benefits | Year Ended December 31, (in thousands) 2019 2018 Unrecognized tax benefits at January 1 $ 3,095 $ 3,328 Reductions to unrecognized tax benefits from lapse of statutes of limitations (197) (233) Unrecognized tax benefits at December 31 $ 2,898 $ 3,095 Unrecognized tax benefits from discontinued operations at December 31 $ 998 $ 1,194 Unrecognized tax benefits from continuing operations at December 31 1,900 1,901 $ 2,898 $ 3,095 |
Presentation of open tax years by jurisdiction | Tax Jurisdiction Examination in Progress Open Tax Years for Examination United States None 2006 to Present Mexico None 2014 to Present China None 2011 to 2017 The Netherlands None 2016 to 2018 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
REVENUE. | |
Schedule of disaggregation of revenue | Disaggregated revenue by type of contract was as follows. Year Ended December 31, (in thousands) 2019 2018 Cost-plus reimbursement contracts $ 210,538 $ 158,278 Fixed-price contracts 35,249 30,640 Total $ 245,787 $ 188,918 Disaggregated revenue by the geographic area where the work was performed was as follows: Year Ended December 31, (in thousands) 2019 2018 United States $ 228,820 $ 188,918 Canada 16,967 — Total $ 245,787 $ 188,918 |
Costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings | December 31, (in thousands) 2019 2018 Costs incurred on uncompleted contracts $ 214,887 $ 160,368 Earnings recognized on uncompleted contracts 30,902 28,581 Total 245,789 188,949 Less—billings to date (241,263) (184,009) Net $ 4,526 $ 4,940 Contract assets $ 7,225 $ 8,218 Contract liabilities (2,699) (3,278) Net $ 4,526 $ 4,940 |
Schedule of transaction price allocated to the remaining performance obligations | (in thousands) 2020 2021 Thereafter Total Remaining performance obligations $ 191,282 $ 116,900 $ 186,722 $ 494,904 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of debt | December 31, (in thousands) 2019 2018 MidCap Facility $ 10,849 $ 3,274 Current portion of New Centre Lane Facility 700 525 Current debt $ 11,549 $ 3,799 New Centre Lane Facility 33,687 34,387 Unamortized deferred financing costs (1,029) (1,409) Long-term debt, net $ 32,658 $ 32,978 Total debt, net $ 44,207 $ 36,777 |
Schedule of deferred financing costs amortized to Interest Expense | December 31, (in thousands) 2019 2018 Initial Centre Lane Facility* $ — $ 1,460 New Centre Lane Facility 380 111 MidCap Facility 235 52 Total $ 615 $ 1,623 * 2018 includes accelerated amortization of deferred financing costs of $0.6 million associated with the fourth amendment to the Initial Centre Lane Facility entered into in April 2018. |
Schedule of unamortized deferred financing costs | December 31, (in thousands) Location 2019 2018 New Centre Lane Facility Long-term debt, net $ 1,029 $ 1,409 MidCap Facility Other long-term assets 419 654 Total $ 1,448 $ 2,063 |
New Centre Lane Facility | |
Schedule of prepayment premium | Prepayment Premium as a Percentage of Aggregate Period Outstanding Principal Prepaid September 19, 2019 to September 18, 2021 1% After September 18, 2021 0% |
Summary of maturity of long term debt | December 31, (in thousands) 2020 $ 700 2021 700 2022 32,987 Thereafter — Total $ 34,387 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | Year Ended December 31, (in thousands, except share data) 2019 2018 Income (loss) from continuing operations $ 1,022 $ (13,790) Basic income (loss) per common share: Weighted average common shares outstanding 18,700,107 18,207,661 Basic income (loss) per common share $ 0.05 $ (0.76) Diluted income (loss) per common share: Weighted average common shares outstanding 18,700,107 18,207,661 Diluted effect: Unvested portion of restricted stock units and awards 221,905 — Weighted average diluted common shares outstanding 18,922,012 18,207,661 Diluted income (loss) per common share $ 0.05 $ (0.76) |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | Year Ended December 31, 2019 2018 Unvested service-based restricted stock awards 422,486 1,515 Unvested performance- and market-based restricted stock awards 892,814 620,457 Stock options 122,000 122,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of stock option activity | Weighted-Average Weighted-Average Options Exercise Price Remaining Contract Term Outstanding at December 31, 2018 122,000 $ 13.85 Outstanding at December 31, 2019 122,000 $ 13.85 2.625 years Exercisable at December 31, 2019 122,000 $ 13.85 2.625 years |
Service vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units at December 31, 2018 634,754 2.65 Granted 654,857 2.32 Vested (375,515) 3.04 Modified 62,962 4.30 Forfeited (54,556) 2.50 Unvested restricted stock and restricted stock units at December 31, 2019 922,502 $ 2.41 |
Market-based vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock units at December 31, 2018 620,457 $ 1.72 Granted 21,500 0.75 Vested — — Modified — — Forfeited (21,808) 0.94 Unvested restricted stock units at December 31, 2019 620,149 $ 1.79 |
Schedule of assumptions used for options | Expected term (years) Expected volatility 37.0 % Expected dividend yield % Risk-free interest rate 2.52 % Weighted-average grant date fair value $ 0.75 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
EMPLOYEE BENEFIT PLANS | |
Summary of plan information relating to participation in multiemployer pension plans | Certain plans have been aggregated in the “All Others” line in the following table, as the contributions to each of these individual plans are not material. Expiration Pension ($ in thousands) Date of Protection Act Rehab Plan status Contributions by Collective EIN/Pension Zone Status Pending/ the Company Surcharge Bargaining Pension Fund Plan Number 2019 2018 Implemented 2019 2018 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Critical Critical Rehabilitation Plan Adopted 05/28/17 No (7) Multiple Agreements 1, 5 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green Multiple Agreements 5 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehabilitation Plan Adopted 2008 No (7) Multiple Agreements 5 Excavators Union Local 731 Pension Fund 13-1809825 001 Green Green 04/30/22 10 IBEW Local 1579 Pension Plan 58-1254974 001 Endangered Seriously Endangered Funding Improvement Plan Adopted 08/11/17 Varies through 07/31/20 2 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green Annual Agreements-Automatic Renewal 3 IUPAT Industry Pension Plan 52-6073909 001 Seriously Endangered Seriously Endangered Funding Improvement Plan Updated 2017 Multiple Agreements 5 Laborers National Pension Fund 75-1280827 001 Critical Critical Rehabilitation Plan Adopted 2017 Multiple Agreements 5 National Asbestos Workers Pension Plan 52-6038497 001 Endangered Critical Rehabilitation Plan Updated 12/2010 No (8) Multiple Agreements 5 National Electrical Benefits Fund 53-0181657 001 Green Green Multiple Agreements 5 Plumbers & Pipefitters National Pension Fund 52-6152779 001 Endangered Endangered Funding Improvement Plan Adopted 04/05/10 Multiple Agreements 5 Plumbers & Steamfitters Local Union No. 43 Pension Fund 62-6101288 001 Green Green Annual Agreements-Automatic Renewal 3 Sheet Metal Workers' National Pension Fund 52-6112463 001 Endangered Endangered Funding Improvement Plan Updated 01/01/17 Multiple Agreements 5 Southern Ironworkers Pension Plan 59-6227091 001 Green Green Varies through 07/31/20 2 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Seriously Endangered Endangered Rehabilitation Plan Adopted No (8) Annual Agreements-Automatic Renewal 3 Washington State Plumbing & Pipefitting Industry Pension Plan 91-6029141 001 Green Green Annual Agreements-Automatic Renewal 4 Washington-Idaho Laborers-Employers Pension Trust 91-6123988 001 Green Green Annual Agreements-Automatic Renewal 4 Washington-Idaho-Montana Carpenters-Employers Retirement Fund 91-6123987 001 Endangered Endangered Funding Improvement Plan Adopted 03/05/12 Annual Agreements-Automatic Renewal 4 All Others (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for Fitzpatrick Nuclear Plant. The GPPMA Agreements are annual agreements that automatically renew each year. (2) Defined Benefit Plans for Unions employed through the Southern Company Power Maintenance & Modification Agreement. The Southern Company SCMMA expires 07/31/2020 and renews each year unless terminated. The individual Union CBA range from 1 to 3 years in duration. (3) Defined Benefit Plans for Unions employed through the TVA PMMA and Other Agreements. The TVA Labor Agreements are annual agreements that automatically renew each year. (4) Defined Benefit Plans for Unions employed through the GPPMA agreement for Columbia Generating Station. The GPPMA Agreements are annual agreements that automatically renew each year. (5) Regional and National Defined Benefit Funds for multiple unions employed under different labor agreements. (6) Defined Benefit Plan for Union employed at Con Ed sites. (7) No Surcharge required if proper Rehabilitation Plan adopted in labor agreement (8) No Surcharge required if Plan is not in Critical or Critical & Declining Status (9) Defined Benefit Plans for Unions employed through the GPPMA agreement for San Onofre, Oyster Creek, Pilgrim, Waterford III, Calvert Cliffs Nuclear Plants (Holtec). (10) Defined Benefit Plans for Unions employed through the Nuclear Power Constructtion Agreement. The Nuclear Power Construction Agreement is for new work at Vogtle and runs through the duration of the project. |
MAJOR CUSTOMERS AND CONCENTRA_2
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts receivable | Credit Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | December 31, Customer 2019 2018 Southern Nuclear Operating Company Tennessee Valley Authority * Energy Northwest * *Less than 10% |
Revenue. | Customer Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | Year Ended December 31, Customer 2019 2018 Southern Nuclear Operating Company Tennessee Valley Authority Richmond County Constructors, LLC ("RCC") Energy Northwest * All others Total *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
OTHER SUPPLEMENTAL INFORMATION | |
Schedule of other current assets | December 31, (in thousands) 2019 2018 Equity method investment in RCC $ 2,265 $ 785 Right-of-use lease assets 5,743 — Other long-term assets 541 865 Total $ 8,549 $ 1,650 |
Schedule of other current liabilities | December 31, (in thousands) 2019 2018 Accrued workers compensation $ 604 $ 699 Accrued job cost 1,320 1,385 Accrued legal and professional fees 36 691 Restructuring reserve — 367 Short-term lease liability 2,985 — Other accrued expenses 1,463 2,376 Total $ 6,408 $ 5,518 |
Schedule of other long-term liabilities | December 31, (in thousands) 2019 2018 Long-term lease liability 2,939 — Liability for uncertain tax positions 1,030 967 Other long-term liabilities 59 429 Total $ 4,028 $ 1,396 |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | |
Summary of the quarterly operating results | (in thousands, except per share data) First Second Third Fourth 2019 Year Ended December 31, 2019 Quarter Quarter Quarter Quarter Total Revenue $ 50,652 $ 71,466 $ 56,862 $ 66,807 $ 245,787 Gross profit 6,682 9,192 5,956 9,070 30,900 Income (loss) from continuing operations 395 1,286 (363) (296) 1,022 Income (loss) per common share from continuing operations: Basic $ 0.02 $ 0.07 $ (0.02) $ (0.02) $ 0.05 Diluted $ 0.02 $ 0.07 $ (0.02) $ (0.02) $ 0.05 (in thousands, except per share data) First Second Third Fourth 2018 Year Ended December 31, 2018 Quarter Quarter Quarter Quarter Total Revenue $ 43,121 $ 47,975 $ 53,467 $ 44,355 $ 188,918 Gross profit 6,450 6,747 10,212 5,332 28,741 Income (loss) from continuing operations (2,238) (6,024) (2,840) (2,688) (13,790) Income (loss) per common share from continuing operations: Basic $ (0.12) $ (0.33) $ (0.16) $ (0.15) $ (0.76) Diluted $ (0.12) $ (0.33) $ (0.16) $ (0.15) $ (0.76) |
LIQUIDITY (Details)
LIQUIDITY (Details) - Subsequent Event - Rights offering $ in Millions | Mar. 06, 2020USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | |
Issuance of common stock | shares | 5,384,615 |
Proceeds from common stock issued | $ | $ 6.6 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity method investment, ownership percentage | 25.00% | ||
Accounts receivable, net | $ 38,218 | $ 22,724 | |
Cash and cash equivalents deposited with financial institutions | 7,818 | 4,942 | $ 16,156 |
Allowance for Doubtful Accounts Receivable, Current | 377 | 140 | |
Right-of-use assets | 5,743 | ||
Lease liabilities | 5,898 | ||
Restricted Cash | |||
Restricted cash | $ 468 | 467 | |
Minimum | |||
Vesting period | 1 year | ||
Maximum | |||
Product warranty term | 2 years | ||
Vesting period | 4 years | ||
Collateral for Letter of Credit and Credit Card Obligations | |||
Restricted Cash | |||
Restricted cash | $ 500 | $ 500 | |
United States | |||
Percentage of revenue | 93.10% | 100.00% | |
Cash and cash equivalents deposited with financial institutions | $ 4,400 | ||
Canada | |||
Percentage of revenue | 7.90% | ||
Cash and cash equivalents deposited with financial institutions | $ 2,900 | ||
Other Noncurrent Assets | |||
Equity method investment | 2,300 | $ 800 | |
Equity Method Investee | |||
Accounts receivable, net | 2,700 | 2,100 | |
Net income | 1,500 | $ 1,000 | |
Dividends received | $ 500 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Utilize package of practical expedients | true | |
Lease liabilities | $ 5,898 | |
Right-of-use assets | $ 5,743 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term - Operating | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term - Operating | 10 years | |
ASU 2016-02 | Adjustment | ||
Lessee, Lease, Description [Line Items] | ||
Lease liabilities | $ 8,700 | |
Right-of-use assets | $ 8,500 |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Components of lease expense: | |
Operating lease cost | $ 4,846 |
Short-term lease cost | 2,429 |
Sublease income | (66) |
Total lease cost | $ 7,209 |
LEASES - Right-of use Assets an
LEASES - Right-of use Assets and Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
LEASES | |
Right-of-use assets | $ 5,743 |
Financial position | us-gaap:OtherAssetsNoncurrent |
Short-term lease liabilities | $ 2,985 |
Financial position | us-gaap:OtherLiabilitiescurrent |
Long-term lease liabilities | $ 2,939 |
Financial position | us-gaap:OtherLiabilitiesNoncurrent |
Total lease liability | $ 5,924 |
LEASES - Supplemental Informati
LEASES - Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
LEASES | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases | $ 4,884 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 10,255 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 27 |
Weighted-average remaining lease term - operating leases | 2 years 1 month 2 days |
Weighted-average remaining lease term - finance leases | 4 years 2 months 23 days |
Weighted-average discount rate - operating leases | 9.00% |
Weighted-average discount rate - finance leases | 9.00% |
LEASES - Remaining Lease Paymen
LEASES - Remaining Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases maturities: | |
2020 | $ 3,395 |
2021 | 2,215 |
2022 | 695 |
2023 | 145 |
2024 | 2 |
Total lease payments | 6,452 |
Less: interest | (554) |
Present value of lease liabilities | 5,898 |
Finance leases maturities: | |
2020 | 6 |
2021 | 6 |
2022 | 6 |
2023 | 6 |
2024 | 2 |
Total lease payments | 26 |
Present value of lease liabilities | $ 26 |
CHANGES IN BUSINESS - Restructu
CHANGES IN BUSINESS - Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring costs rollforward | ||
Beginning balance | $ 3,256 | |
Restructuring charges | $ 5,689 | |
Payments for restructuring | (3,114) | (2,433) |
Adjustments | (142) | |
Ending Balance | 3,256 | |
Lease | ||
Restructuring costs rollforward | ||
Beginning balance | 367 | |
Restructuring charges | 536 | |
Ending Balance | 367 | |
Lease | Other current liabilities | ||
Restructuring costs rollforward | ||
Beginning balance | 367 | |
Restructuring charges | 536 | |
Payments for restructuring | (225) | (169) |
Adjustments | (142) | |
Ending Balance | 367 | |
Severance | ||
Restructuring costs rollforward | ||
Restructuring charges | 5,153 | |
Severance | Severance | ||
Restructuring costs rollforward | ||
Beginning balance | 2,889 | |
Restructuring charges | 5,153 | |
Payments for restructuring | $ (2,889) | (2,264) |
Ending Balance | $ 2,889 |
CHANGES IN BUSINESS - Discontin
CHANGES IN BUSINESS - Discontinued Operation and Disposition (Details) - USD ($) $ in Thousands | Mar. 21, 2018 | Oct. 31, 2017 | Oct. 11, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 |
Income (loss) before income taxes | ||||||||
Income (loss) before income taxes | $ (234) | $ (15,002) | ||||||
Income tax expense (benefit) | (1,398) | (3,357) | ||||||
Income (loss) from discontinued operations | 1,164 | (11,645) | ||||||
Repayments of Long-term Debt | 525 | 31,241 | ||||||
Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Assets: | ||||||||
Goodwill and other intangible assets | $ 0 | $ 0 | ||||||
Income (loss) before income taxes | ||||||||
Revenue | 22,259 | |||||||
Cost of revenue | 24,613 | |||||||
Write-down of assets held for sale | 9,709 | |||||||
Loss (gain) on disposal of discontinued operations | 9,623 | |||||||
Discontinued operations, disposed of by means other than sale | Koontz Wagner | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on disposal of discontinued operations | 9,300 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | ||||||||
Assets: | ||||||||
Other current assets | 200 | |||||||
Liabilities: | ||||||||
Other current liabilities | $ 800 | |||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on disposal of discontinued operations | (6,300) | 222 | ||||||
Proceeds from sale of business | $ 43,000 | |||||||
Net proceeds | 40,900 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | General and administrative expenses | ||||||||
Income (loss) before income taxes | ||||||||
Transition services period | 9 months | |||||||
Transition services expense | 300 | |||||||
Uncollected receivables | $ 200 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Other (income) expense, (net) | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on disposal of discontinued operations | $ (400) | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Mexico | ||||||||
Income (loss) before income taxes | ||||||||
Proceeds from sale of property, plant and equipment | $ 3,600 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | NETHERLANDS | ||||||||
Income (loss) before income taxes | ||||||||
Carrying value of property, plant and equipment | 500 | 500 | ||||||
Impairment charge | 200 | |||||||
Fair value of property, plant and equipment | $ 300 | $ 300 | ||||||
Proceeds from sale of property, plant and equipment | $ 300 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Initial Centre Lane Term Facility | ||||||||
Income (loss) before income taxes | ||||||||
Repayments of Long-term Debt | $ 34,000 | |||||||
Discontinued operations disposed of by sale | Mechanical Solutions | Initial Centre Lane Term Facility | Mexico | ||||||||
Income (loss) before income taxes | ||||||||
Repayments of Long-term Debt | $ 1,900 | |||||||
Discontinued operations, held-for-sale or disposed of by sale | ||||||||
Liabilities: | ||||||||
Accrued compensation and benefits | 259 | |||||||
Other current liabilities | 340 | 381 | ||||||
Current liabilities of discontinued operations | 340 | 640 | ||||||
Liability for pension obligation | 2,708 | 2,781 | ||||||
Liability for uncertain tax positions | 1,778 | 2,407 | ||||||
Long-term liabilities of discontinued operations | 4,486 | 5,188 | ||||||
Total liabilities of discontinued operations | 4,826 | 5,828 | ||||||
Income (loss) before income taxes | ||||||||
Revenue | 22,259 | |||||||
Cost of revenue | 24,613 | |||||||
Selling and marketing expenses | 207 | |||||||
General and administrative expenses | 21 | 2,634 | ||||||
Other | 213 | (38) | ||||||
Income (loss) from discontinued operations before income taxes | (234) | (5,157) | ||||||
Income (loss) before income taxes | (234) | (15,002) | ||||||
Income tax expense (benefit) | (1,398) | (3,357) | ||||||
Income (loss) from discontinued operations | 1,164 | (11,645) | ||||||
Exit Costs | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on disposal of discontinued operations | 11,400 | |||||||
Bank Charges | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on disposal of discontinued operations | 4,000 | |||||||
Pension | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on disposal of discontinued operations | 2,900 | |||||||
Expected Periodic Payment | $ 300 | |||||||
Expected Payment Period | 20 years | |||||||
Lease Termination | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on disposal of discontinued operations | 1,800 | |||||||
Employee Salary Continuation | Discontinued operations, disposed of by means other than sale | Electrical Solutions | ||||||||
Income (loss) before income taxes | ||||||||
Loss (gain) on disposal of discontinued operations | $ 2,700 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 13,652 | $ 13,479 |
Less accumulated depreciation | (13,379) | (13,144) |
Property, plant and equipment, net | 273 | 335 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 474 | 474 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 5 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 39 years | |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 4,227 | 4,078 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 12 years | |
Furniture and fixtures | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 8,668 | 8,668 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 2 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 10 years | |
Construction-in-Progress | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 283 | $ 259 |
PROPERTY, PLANT AND EQUIPMENT D
PROPERTY, PLANT AND EQUIPMENT Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
PROPERTY, PLANT AND EQUIPMENT | ||
Depreciation expense | $ 300 | $ 900 |
Impairment charges | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS Future Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill, Impairment Loss | $ 0 | $ 0 |
Accumulated impairment charges | 4,200 | |
Trade Names | ||
Indefinite lived intangible assets | 12,500 | 12,500 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | ||
Impairment of intangible assets | $ 0 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income before income taxes | ||
Domestic | $ 2,075 | $ (18,190) |
Foreign | (720) | |
Income (loss) from continuing operations before income tax expense | 1,355 | (18,190) |
Loss from discontinued operations | (234) | (15,002) |
Income (loss) before income tax expense (benefit) | $ 1,121 | $ (33,192) |
INCOME TAXES Expense by jurisdi
INCOME TAXES Expense by jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
State | $ 61 | $ (3) |
Foreign | (642) | (522) |
Total current | (581) | (525) |
Deferred: | ||
Federal | (88) | (7,044) |
State | (396) | (194) |
Foreign | 6 | |
Total deferred | (484) | (7,232) |
Income tax expense (benefit) | (1,065) | (7,757) |
Deferred income tax provision (benefit) | $ (484) | $ (7,239) |
INCOME TAXES Continuing and dis
INCOME TAXES Continuing and discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | ||
Continuing operations | $ 333 | $ (4,400) |
Discontinued Operations | (1,398) | (3,357) |
Income tax expense (benefit) | $ (1,065) | $ (7,757) |
INCOME TAXES Effective tax rate
INCOME TAXES Effective tax rate reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount | |||
Tax expense (benefit) computed at the maximum U.S. statutory rate, amount | $ 284 | $ (3,820) | |
Difference resulting from state income taxes, net of federal income tax benefits, amount | (348) | (483) | |
State tax rate difference | 43 | ||
Non-deductible expenses, other, amount | 130 | 136 | |
Change in net operating loss carryforward, amount | 2,705 | (581) | |
Change in valuation allowance, amount | (1,534) | (2,136) | |
Change in foreign tax credits, amount | 2,288 | 1,811 | |
Bankruptcy reorg costs | (2,533) | ||
Other, net, amount | 702 | (673) | |
Total tax expense (benefit), amount | $ 333 | $ (4,400) | |
Effective Income Tax Rate Reconciliation, Percent | |||
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 21.00% | 21.00% | 35.00% |
Difference resulting from state income taxes, net of federal income tax benefits, percentage | (25.70%) | 2.70% | |
State tax rate difference, percentage | 3.20% | ||
Non-deductible expenses, other, percentage | 9.60% | (0.70%) | |
Change in net operating loss carryforward, percentage | 199.60% | 3.20% | |
Change in valuation allowance, percentage | (113.20%) | 11.70% | |
Change in foreign tax credits, percentage | 168.90% | (10.00%) | |
Bankruptcy reorg costs, percentage | (187.00%) | ||
Other, net, percentage | (51.80%) | (3.70%) | |
Total tax expense (benefit), percentage | 24.60% | 24.20% |
INCOME TAXES Deferred Income Ta
INCOME TAXES Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assets: | |||
Cost in excess of identifiable net assets of business acquired | $ 5,904 | $ 6,633 | |
Reserves and other accruals | 4,058 | 4,328 | |
Tax credit carryforwards | 5,289 | 7,819 | |
Accrued compensation and benefits | 1,940 | 1,946 | |
State net operating loss carryforwards | 12,815 | 10,843 | |
Federal net operating loss carryforwards | 47,679 | 47,382 | |
Gain/loss on assets held for sale | 1,434 | 1,393 | |
Other | 4,978 | 782 | |
Total | 84,097 | 81,126 | |
Liabilities: | |||
Indefinite life intangibles | (12,026) | (10,876) | |
Property and equipment | (319) | (248) | |
Net deferred tax assets | 71,752 | 70,002 | |
Valuation allowance for net deferred tax assets | (73,950) | (72,684) | |
Net deferred tax liability after valuation allowance | $ (2,198) | $ (2,682) | |
Statutory tax rate (as a percent) | 21.00% | 21.00% | 35.00% |
Tax benefit | $ 300 | ||
Reduction in valuation allowance | (1,300) | ||
Provisional liability of the Transition Tax | 2,600 | ||
Amount of future financial taxable income needed to realize deferred tax assets | $ 287,100 |
INCOME TAXES NOL and tax credit
INCOME TAXES NOL and tax credit carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating Loss Carryforwards | |
Percentage of post 2017 NOLs, deductible | 80.00% |
State | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 277.7 |
State | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 1, 2020 |
State | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2039 |
Foreign | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 5.9 |
Expiration date | Dec. 31, 2029 |
Tax credit carryforward | $ 3.3 |
Foreign | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 1, 2020 |
Foreign | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2027 |
INCOME TAXES Valuation allowanc
INCOME TAXES Valuation allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | ||
Deferred income tax liabilities related to indefinite-lived intangibles | $ 12,026 | $ 10,876 |
Income Tax Expense (Benefit) | 333 | (4,400) |
Reduction in deferred tax liability related to indefinite-lived intangibles | (1,200) | |
Increase Decrease Deferred Tax | 900 | |
Decrease in deferred tax liabilities related to pre-tax losses of US operations | (100) | |
The amount of decrease in deferred tax liabilities related to interest expense disallowed but carried forward indefinitely | 800 | |
Valuation allowance for net deferred tax assets | $ (73,950) | $ (72,684) |
INCOME TAXES Uncertain tax posi
INCOME TAXES Uncertain tax positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | $ 3,095 | $ 3,328 |
Reductions to unrecognized tax benefits from lapse of statutes of limitations | (197) | (233) |
Unrecognized tax benefits at December 31 | 2,898 | 3,095 |
Unrecognized tax benefits that would affect the effective tax rate | 400 | |
Maximum uncertain tax positions expected to lapse in 2020 | 700 | |
Interest and penalties related to uncertain income tax positions | 1,200 | 1,700 |
Continuing Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 1,901 | |
Unrecognized tax benefits at December 31 | 1,900 | 1,901 |
Discontinued Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 1,194 | |
Unrecognized tax benefits at December 31 | $ 998 | $ 1,194 |
Minimum | Federal | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2006 | |
Minimum | Mexico. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2014 | |
Minimum | China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2011 | |
Minimum | The Netherlands | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2016 | |
Maximum | Federal | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2019 | |
Maximum | Mexico. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2019 | |
Maximum | China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2017 | |
Maximum | The Netherlands | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2018 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of revenue | ||||||||||
Revenue | $ 66,807 | $ 56,862 | $ 71,466 | $ 50,652 | $ 44,355 | $ 53,467 | $ 47,975 | $ 43,121 | $ 245,787 | $ 188,918 |
Canada | ||||||||||
Disaggregation of revenue | ||||||||||
Revenue | 16,967 | |||||||||
United States | ||||||||||
Disaggregation of revenue | ||||||||||
Revenue | 228,820 | 188,918 | ||||||||
Cost-plus reimbursement contracts | ||||||||||
Disaggregation of revenue | ||||||||||
Revenue | 210,538 | 158,278 | ||||||||
Fixed-price contracts | ||||||||||
Disaggregation of revenue | ||||||||||
Revenue | $ 35,249 | $ 30,640 |
REVENUE - Contract assets and t
REVENUE - Contract assets and the contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in the contract assets and the contract liabilities | |||
Costs incurred on uncompleted contracts | $ 214,887 | $ 160,368 | |
Earnings recognized on uncompleted contracts | 30,902 | 28,581 | |
Total | 245,789 | 188,949 | |
Less - billings to date | (241,263) | (184,009) | |
Net | 4,526 | 4,940 | |
Contract assets | 7,225 | $ 8,218 | 8,218 |
Contract liabilities | (2,699) | $ (3,278) | $ (3,278) |
Revenue recognized from contracts in progress liability balance at December 31, 2019 | $ 2,900 |
REVENUE -Remaining Performance
REVENUE -Remaining Performance Obligations (Details) - Fixed-price contracts $ in Thousands | Dec. 31, 2019USD ($) |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 494,904 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 191,282 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 116,900 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 186,722 |
Expected timing of satisfaction |
DEBT (Details)
DEBT (Details) - USD ($) | Sep. 19, 2019 | Oct. 11, 2018 | Sep. 18, 2018 | Mar. 21, 2018 | Oct. 31, 2017 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt | ||||||||
Short-term borrowings | $ 10,849,000 | $ 3,274,000 | ||||||
Loan term (in years) | 3 years | |||||||
Term loan, net proceeds from borrowing | 33,679,000 | |||||||
Current portion of term loan | 700,000 | 525,000 | ||||||
Current debt | 11,549,000 | 3,799,000 | ||||||
Unamortized deferred financing fees | (1,448,000) | (2,063,000) | ||||||
Long-term debt, net | 32,658,000 | 32,978,000 | ||||||
Total debt, net | 44,207,000 | 36,777,000 | ||||||
Amortization of deferred financing costs | 615,000 | 1,623,000 | ||||||
Restricted Cash and Cash Equivalents, Current | 468,000 | 467,000 | ||||||
Scheduled maturities of the New Centre Lane Facility | ||||||||
Total debt, net | 44,207,000 | 36,777,000 | ||||||
New Centre Lane Facility | ||||||||
Debt | ||||||||
Loan term (in years) | 4 years | |||||||
Term loan | $ 35,000,000 | 33,687,000 | 34,387,000 | |||||
Net cash proceeds | 1,000,000 | |||||||
Term loan, annual administrative fee | $ 25,000 | |||||||
Percentage of voting equity interests of domestic subsidiaries and certain specified foreign subsidiaries | 100.00% | |||||||
Percentage of voting equity interests of other directly owned foreign subsidiaries, subject to customary exceptions | 65.00% | |||||||
Prepayment of aggregate principal amount, as percentage of excess cash flow | 75.00% | |||||||
Threshold business days | 5 | |||||||
Threshold consecutive days | 90 days | |||||||
Term loan, mandatory prepayment | $ 500,000 | |||||||
Current portion of term loan | 700,000 | 525,000 | ||||||
Unamortized deferred financing fees | (1,029,000) | (1,409,000) | ||||||
Total debt, net | $ 34,387,000 | |||||||
Interest rate on letters of credit issued under the revolving letter of credit sublimit | 12.50% | |||||||
Amortization of deferred financing costs | $ 380,000 | 111,000 | ||||||
Loan amendment expense | 300,000 | |||||||
Scheduled maturities of the New Centre Lane Facility | ||||||||
2020 | 700,000 | |||||||
2021 | 700,000 | |||||||
2022 | 32,987,000 | |||||||
Total debt, net | 34,387,000 | |||||||
New Centre Lane Facility | December 31, 2018 to June 30, 2019 | ||||||||
Debt | ||||||||
Percentage of principal amount must repay | 0.25% | |||||||
New Centre Lane Facility | September 30, 2019 | ||||||||
Debt | ||||||||
Percentage of principal amount must repay | 0.50% | |||||||
New Centre Lane Facility | Minimum | ||||||||
Debt | ||||||||
Term loan, periodic principal repayment | $ 1,000,000 | |||||||
New Centre Lane Facility | Payment In Cash | LIBOR-based loans | ||||||||
Debt | ||||||||
Term loan, interest rate | 10.00% | |||||||
New Centre Lane Facility | Payment In Cash | LIBOR-based loans | Minimum | ||||||||
Debt | ||||||||
Interest rate percentage | 2.50% | |||||||
Initial Centre Lane Term Facility | ||||||||
Debt | ||||||||
Amortization of deferred financing costs | $ 600,000 | 1,460,000 | ||||||
Midcap Financial Trust | ||||||||
Debt | ||||||||
Loan amendment expense | 100,000 | |||||||
Payment and performance surety bonds | ||||||||
Debt | ||||||||
Outstanding surety bond | 59,300,000 | 51,100,000 | ||||||
Secured asset based revolving credit facility | Midcap Financial Trust | ||||||||
Debt | ||||||||
Maximum borrowing capacity | $ 15,000,000 | |||||||
Short-term borrowings | 10,800,000 | 3,300,000 | ||||||
Outstanding non-cash collateralized letters of credit | 1,800,000 | 2,700,000 | ||||||
Available borrowings | $ 700,000 | 4,700,000 | ||||||
Unused line fee (as a percent) | 0.50% | |||||||
Borrowing availability against eligible accounts receivable (as a percentage) | 85.00% | |||||||
Term loan, interest rate | 6.00% | |||||||
Term loan, periodic principal repayment | $ 100,000 | |||||||
Current debt | $ 10,849,000 | 3,274,000 | ||||||
Amounts drawn upon letters of credit | 0 | |||||||
Amortization of deferred financing costs | $ 235,000 | 52,000 | ||||||
Minimum casualty proceeds for repayment on occurrence of certain events | $ 25,000 | |||||||
Period prior to maturity for prepayment rate (in days) | 90 days | |||||||
Prepayment rate if termination occurs in first two year | 2.00% | |||||||
Prepayment rate if termination occurs in third year | 1.50% | |||||||
Prepayment rate if termination occurs after year three | 1.00% | |||||||
Secured asset based revolving credit facility | Midcap Financial Trust | Threshold One | ||||||||
Debt | ||||||||
Borrowing availability against eligible costs and estimated earnings in excess of billings, after certain customary exclusions and reserves (as a percentage) | 80.00% | |||||||
Secured asset based revolving credit facility | Midcap Financial Trust | Threshold Two | ||||||||
Debt | ||||||||
The line of credit facility maximum borrowing available, after customary exclusions and reserves | $ 1,000,000 | |||||||
Secured asset based revolving credit facility | Midcap Financial Trust | Maximum | ||||||||
Debt | ||||||||
Non-cash collateralized letters of credit | $ 6,000,000 | |||||||
Secured asset based revolving credit facility | Midcap Financial Trust | LIBOR-based loans | Minimum | ||||||||
Debt | ||||||||
Interest rate percentage | 1.00% | |||||||
Secured asset based revolving credit facility | Midcap Financial Trust | Payment In Cash | LIBOR-based loans | ||||||||
Debt | ||||||||
Term loan, interest rate | 6.00% | |||||||
September 19, 2019 to September 18, 2021 | New Centre Lane Facility | ||||||||
Debt | ||||||||
Debt Instrument, Redemption Period, Start Date | Sep. 19, 2019 | |||||||
Debt Instrument, Redemption Period, End Date | Sep. 18, 2021 | |||||||
Prepayment premium, percentage | 1.00% | |||||||
After September 18, 2021 | New Centre Lane Facility | ||||||||
Debt | ||||||||
Debt Instrument, Redemption Period, Start Date | Sep. 18, 2021 | |||||||
Prepayment premium, percentage | 0.00% | |||||||
Other Noncurrent Assets | Secured asset based revolving credit facility | Midcap Financial Trust | ||||||||
Debt | ||||||||
Unamortized deferred financing fees | $ (419,000) | (654,000) | ||||||
Long-term debt, net | New Centre Lane Facility | ||||||||
Debt | ||||||||
Unamortized deferred financing fees | $ (1,029,000) | $ (1,409,000) | ||||||
Interest Expense | Initial Centre Lane Term Facility | ||||||||
Debt | ||||||||
Loss on extinguishment of debt | $ 1,100,000 | |||||||
Mechanical Solutions | Discontinued operations disposed of by sale | Mexico | ||||||||
Debt | ||||||||
Proceeds from sale of property, plant and equipment | $ 3,600,000 | |||||||
Mechanical Solutions | Discontinued operations disposed of by sale | NETHERLANDS | ||||||||
Debt | ||||||||
Proceeds from sale of property, plant and equipment | $ 300,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
EARNINGS (LOSS) PER SHARE | ||||||||||
Common stock, shares outstanding | 19,057,195 | 18,660,218 | 19,057,195 | 18,660,218 | ||||||
Net (loss) income (basic and diluted): | ||||||||||
Income (loss) from continuing operations | $ (296) | $ (363) | $ 1,286 | $ 395 | $ (2,688) | $ (2,840) | $ (6,024) | $ (2,238) | $ 1,022 | $ (13,790) |
Basic income (loss) per common share: | ||||||||||
Weighted average common shares outstanding | 18,700,107 | 18,207,661 | ||||||||
Basic income (loss) per common share | $ (0.02) | $ (0.02) | $ 0.07 | $ 0.02 | $ (0.15) | $ (0.16) | $ (0.33) | $ (0.12) | $ 0.05 | $ (0.76) |
Diluted income (loss) per common share: | ||||||||||
Weighted average common shares outstanding | 18,700,107 | 18,207,661 | ||||||||
Diluted effect: | ||||||||||
Unvested portion of restricted stock units and awards | 221,905 | |||||||||
Weighted average diluted common shares outstanding | 18,922,012 | 18,207,661 | ||||||||
Diluted income (loss) per common share | $ (0.02) | $ (0.02) | $ 0.07 | $ 0.02 | $ (0.15) | $ (0.16) | $ (0.33) | $ (0.12) | $ 0.05 | $ (0.76) |
Restricted Stock | ||||||||||
EARNINGS (LOSS) PER SHARE | ||||||||||
Unvested restricted stock included in reportable shares | 282,059 | 193,589 | 282,059 | 193,589 | ||||||
Restricted Stock | Service vesting | ||||||||||
EARNINGS (LOSS) PER SHARE | ||||||||||
Unvested restricted stock included in reportable shares | 922,502 | 634,754 | 922,502 | 634,754 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Stock | Service vesting | ||
Anti-dilutive shares | 422,486 | 1,515 |
Restricted Stock | Performance And Market Vesting | ||
Anti-dilutive shares | 892,814 | 620,457 |
Stock options | ||
Anti-dilutive shares | 122,000 | 122,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)plan$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | May 31, 2015shares | |
Stock-based compensation | ||||
Number of equity incentive plans | plan | 1 | |||
Related excess tax benefit | $ | $ 0 | $ 0 | ||
Vesting period | 4 years | |||
Restricted Stock | ||||
Stock-based compensation | ||||
Unrecognized compensation expense related to unvested restricted stock award | $ | $ 1,900 | |||
Weighted average recognized period | 1 year 10 months 24 days | |||
Fair value of share vested | $ | $ 700 | $ 1,700 | ||
Weighted average grant date fair value | $ / shares | $ 2.29 | $ 2.07 | ||
Restricted Stock | Service vesting | ||||
Stock-based compensation | ||||
Granted (in shares) | 654,857 | |||
Vested (in shares) | 375,515 | |||
Weighted average grant date fair value | $ / shares | $ 2.41 | $ 2.65 | ||
Vesting period | 3 years | |||
Restricted Stock | Modified service vesting | ||||
Stock-based compensation | ||||
Granted (in shares) | 62,962 | |||
Vested (in shares) | 62,962 | 210,668 | ||
Cumulative effect of compensation expense reversal | $ | $ 200 | $ 300 | ||
Restricted Stock | Market-based vesting | ||||
Stock-based compensation | ||||
Granted (in shares) | 21,500 | |||
Weighted average grant date fair value | $ / shares | $ 1.79 | $ 1.72 | ||
2015 Plan | Restricted Stock | ||||
Stock-based compensation | ||||
Stock based award, number of shares authorized for issuance | 1,000,000 | |||
Stock based award, number of shares available for future award | 973,335 | |||
2015 Plan | Restricted Stock | Service vesting | ||||
Stock-based compensation | ||||
Granted (in shares) | 358,613 | |||
Weighted average grant date fair value | $ / shares | $ 2.35 | |||
Vesting period | 3 years | |||
2015 Plan | Performance-Based Shares | ||||
Stock-based compensation | ||||
Shares granted ,value | $ | $ 1,700 | |||
Vesting period | 2 years | |||
2015 Plan | Performance-Based Shares | Maximum | ||||
Stock-based compensation | ||||
Award payout range | 200 | |||
2015 Plan | Performance-Based Shares | Minimum | ||||
Stock-based compensation | ||||
Award payout range | 50 | |||
2015 Plan | Liabilities-Classified Awards | Service vesting | ||||
Stock-based compensation | ||||
Initial value | $ | $ 0 | $ 0 | $ 900 | |
Vesting period | 2 years | |||
2015 Plan | Liabilities-Classified Awards | Service vesting | Other long-term liabilities | ||||
Stock-based compensation | ||||
Liability | $ | $ 200 | |||
Outside of 2015 Plan | Restricted Stock | ||||
Stock-based compensation | ||||
Granted (in shares) | 143,000 | 967,029 | ||
Outside of 2015 Plan | Restricted Stock | Service vesting | ||||
Stock-based compensation | ||||
Vesting period | 3 years | |||
Outside of 2015 Plan | Restricted Stock | Modified service vesting | ||||
Stock-based compensation | ||||
Granted (in shares) | 21,500 | |||
Vesting period | 3 years | |||
Common stock price goals | $ / shares | $ 5 | |||
Threshold consecutive trading days | 30 days | |||
Grant Date Fair Value One | Restricted Stock | Service vesting | ||||
Stock-based compensation | ||||
Granted (in shares) | 21,500 | |||
Weighted average grant date fair value | $ / shares | $ 2.60 | |||
Grant Date Fair Value Two | Restricted Stock | Service vesting | ||||
Stock-based compensation | ||||
Granted (in shares) | 100,000 | |||
Weighted average grant date fair value | $ / shares | $ 1.95 | |||
General and administrative expenses | ||||
Stock-based compensation | ||||
Stock-based compensation expense | $ | $ 1,600 | $ 1,200 | ||
Director | Restricted Stock | Service vesting | ||||
Stock-based compensation | ||||
Granted (in shares) | 149,639 | |||
Weighted average grant date fair value | $ / shares | $ 2.45 |
STOCK-BASED COMPENSATION Activi
STOCK-BASED COMPENSATION Activity (Details) | 12 Months Ended | ||
Dec. 31, 2019installment$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017 | |
Fair Value Assumptions | |||
Vesting period | 4 years | ||
Number of installment in which restricted stock will vest if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020 | installment | 3 | ||
Number of installment in which restricted if the stock will vest stock price goal is achieved after March 31, 2020 and on or prior to March 31, 2021 | installment | 2 | ||
Date the stock price goal | |||
Fair Value Assumptions | |||
Vesting percentage if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020 | 0.33% | ||
Vesting percentage if the stock price goal is achieved after March 31, 2020 and on or prior to March 31, 2021 | 0.67% | ||
Vesting on March 31, 2020 | |||
Fair Value Assumptions | |||
Vesting percentage if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020 | 0.33% | ||
Vesting on March 31, 2021 | |||
Fair Value Assumptions | |||
Vesting percentage if the stock price goal is achieved after March 31, 2019 and on or prior to March 31, 2020 | 0.33% | ||
Vesting percentage if the stock price goal is achieved after March 31, 2020 and on or prior to March 31, 2021 | 0.33% | ||
Restricted Stock | |||
Number of Shares | |||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 193,589 | ||
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 282,059 | 193,589 | |
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ / shares | $ 2.07 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ / shares | $ 2.29 | $ 2.07 | |
Restricted Stock | Service vesting | |||
Number of Shares | |||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 634,754 | ||
Granted (in shares) | 654,857 | ||
Vesting (in shares) | (375,515) | ||
Forfeited (in shares) | (54,556) | ||
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 922,502 | 634,754 | |
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ / shares | $ 2.65 | ||
Granted (in dollars per share) | $ / shares | 2.32 | ||
Vested (in dollars per share) | $ / shares | 3.04 | ||
Forfeited (in dollars per share) | $ / shares | 2.50 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ / shares | $ 2.41 | $ 2.65 | |
Fair Value Assumptions | |||
Vesting period | 3 years | ||
Restricted Stock | Modified service vesting | |||
Number of Shares | |||
Granted (in shares) | 62,962 | ||
Vesting (in shares) | (62,962) | (210,668) | |
Weighted-Average Grant Date Fair Value per Share | |||
Granted (in dollars per share) | $ / shares | $ 4.30 | ||
Restricted Stock | Market-based vesting | |||
Number of Shares | |||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 620,457 | ||
Granted (in shares) | 21,500 | ||
Forfeited (in shares) | (21,808) | ||
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 620,149 | 620,457 | |
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ / shares | $ 1.72 | ||
Granted (in dollars per share) | $ / shares | 0.75 | ||
Forfeited (in dollars per share) | $ / shares | 0.94 | ||
Unvested restricted stock at the end of the period (in dollars per share) | $ / shares | $ 1.79 | $ 1.72 | |
Fair Value Assumptions | |||
Expected term (years) | 2 years 5 months 16 days | ||
Expected volatility | 37.00% | ||
Expected dividend yield | 0.00% | ||
Risk-free interest rate | 2.52% | ||
Restricted Stock | Market-based vesting | Minimum | |||
Fair Value Assumptions | |||
Expected term (years) | 2 years 5 months 16 days | ||
Restricted Stock | 2015 Plan | Service vesting | |||
Number of Shares | |||
Granted (in shares) | 358,613 | ||
Weighted-Average Grant Date Fair Value per Share | |||
Unvested restricted stock at the end of the period (in dollars per share) | $ / shares | $ 2.35 | ||
Fair Value Assumptions | |||
Vesting period | 3 years | ||
Liabilities-Classified Awards | 2015 Plan | Service vesting | |||
Fair Value Assumptions | |||
Vesting period | 2 years |
STOCK-BASED COMPENSATION CEO St
STOCK-BASED COMPENSATION CEO Stock Options (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Stock options | Former Chief Executive Office | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term | 5 years |
Options | |
Outstanding at beginning of the year (in shares) | 122,000 |
Outstanding at end of the year (in shares) | 122,000 |
Exercisable (in shares) | 122,000 |
Weighted-Average Exercise Price | |
Outstanding at beginning of the year (in dollars per share) | $ / shares | $ 13.85 |
Outstanding at end of the year (in dollars per share) | $ / shares | 13.85 |
Exercisable (in dollars per share) | $ / shares | $ 13.85 |
Weighted-Average Remaining Contract Term | |
Outstanding at end of the year (in years) | 2 years 7 months 15 days |
Exercisable (in years) | 2 years 7 months 15 days |
Weighted average fair value of stock option on the date of grant | $ / shares | $ 2.58 |
Stock options | Former Chief Executive Office | Date the stock price goal | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in shares) | 32,000 |
Stock options | Former Chief Executive Office | Vesting on March 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested (in shares) | 90,000 |
Vesting period | 10 months |
STOCK-BASED COMPENSATION CEO _2
STOCK-BASED COMPENSATION CEO Stock Options Volatility (Details) - Restricted Stock - Market-based vesting | 12 Months Ended |
Dec. 31, 2019 | |
Assumptions used to estimate the fair value of market-based restricted stock awards granted | |
Expected term (years) | 2 years 5 months 16 days |
Expected volatility | 37.00% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 2.52% |
Weighted-average grant date fair value | 0.75% |
Minimum | |
Assumptions used to estimate the fair value of market-based restricted stock awards granted | |
Expected term (years) | 2 years 5 months 16 days |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Defined Contribution Plan | ||
Defined Contribution Plan 401(k) | $ | $ 800,000 | $ 600,000 |
Multiemployer Pension Plans | ||
Number of multiemployer pension plans | item | 70 | |
Maximum amount of lump sum distributions when fund is in critical state | $ | $ 5,000 | |
Minimum | ||
Multiemployer Pension Plans | ||
Number of union multiemployer pension plans | item | 150 |
EMPLOYEE BENEFIT PLANS Employer
EMPLOYEE BENEFIT PLANS Employer plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Participation in the multiemployer pension plans | ||
Contributions by Global Power | $ 10,221 | $ 9,233 |
Boilermaker-Blacksmith National Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 48-6168020 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 2,139 | $ 2,117 |
Multiemployer Plans, Surcharge | No | |
Central Pension Fund of the IUOE and Participating Employers | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 36-6052390 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 280 | $ 105 |
Central States, Southeast, and Southwest Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 36-6044243 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 70 | $ 65 |
Multiemployer Plans, Surcharge | No | |
Excavators Union Local 731 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 13-1809825 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 303 | $ 385 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Apr. 30, 2022 | |
IBEW Local 1579 Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 58-1254974 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 385 | $ 123 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 62-6098036 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 250 | $ 128 |
IUPAT Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 52-6073909 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 1,853 | $ 2,061 |
Laborers National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 75-1280827 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 176 | $ 111 |
National Asbestos Workers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 52-6038497 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 1,288 | $ 1,315 |
Multiemployer Plans, Surcharge | No | |
National Electrical Benefits Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 53-0181657 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 308 | $ 203 |
Plumbers & Pipefitters National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 52-6152779 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 284 | $ 244 |
Plumber and Steamfitters Local Union No. 43 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 62-6101288 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 162 | $ 117 |
Sheet Metal Workers' National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 52-6112463 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 204 | $ 354 |
Southern Ironworkers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 59-6227091 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 260 | $ 111 |
Multiemployer Plans, Collective-Bargaining Arrangement, Expiration Date | Jul. 31, 2020 | |
Tri-State Carpenters & Joiners Pension Trust Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 62-0976048 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 322 | $ 238 |
Multiemployer Plans, Surcharge | No | |
Washington State Plumbing and Pipefitting Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 91-6029141 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 99 | $ 69 |
Washington-Idaho Laborers-Employers Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 91-6123988 | |
Multiemployer Plans, Certified Zone Status | Green | Green |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | No | |
Contributions by Global Power | $ 153 | $ 74 |
Washington-Idaho-Montana Carpenters-Employers Retirement Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 91-6123987 | |
Multiemployer Plans, Certified Zone Status | Other | Other |
Multiemployer Plans, Funding Improvement Plan and Rehabilitation Plan | Implemented | |
Contributions by Global Power | $ 287 | $ 77 |
All Others | ||
Participation in the multiemployer pension plans | ||
Contributions by Global Power | $ 1,399 | $ 1,335 |
Minimum | ||
Participation in the multiemployer pension plans | ||
Individual union CBA range | 1 year | |
Maximum | ||
Participation in the multiemployer pension plans | ||
Individual union CBA range | 3 years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jul. 29, 2015item | |
Number of cases consolidated | item | 2 | ||
Insurance | |||
Health and general insurance expenses | $ 2.8 | $ 2.1 | |
Self-insured risk retention accrual | 0.8 | 1.1 | |
Possible workers compensation claim | |||
Insurance | |||
Outstanding letters of credit | 0.2 | $ 0.3 | |
Executive employee | |||
Insurance | |||
Employee severance benefits | $ 3 |
MAJOR CUSTOMERS AND CONCENTRA_3
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Details) - Accounts receivable - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 45.00% | 34.00% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 11.00% | |
Energy Northwest | ||
Concentration Risk | ||
Concentration risk percentage | 10.00% |
MAJOR CUSTOMERS AND CONCENTRA_4
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK Risk (Details) - Revenue. - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk | ||
Concentration risk percentage | 100.00% | 100.00% |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 26.00% | 25.00% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 22.00% | 26.00% |
Richmond County Constructors | ||
Concentration Risk | ||
Concentration risk percentage | 14.00% | 18.00% |
Energy Northwest | ||
Concentration Risk | ||
Concentration risk percentage | 10.00% | |
All Others | ||
Concentration Risk | ||
Concentration risk percentage | 28.00% | 31.00% |
OTHER SUPPLEMENTAL INFORMATIO_2
OTHER SUPPLEMENTAL INFORMATION - Other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
OTHER SUPPLEMENTAL INFORMATION | ||
Investment in Richmond County Constructors | $ 2,265 | $ 785 |
Right-of-use lease assets | 5,743 | |
Other long-term assets | 541 | 865 |
Total | $ 8,549 | $ 1,650 |
OTHER SUPPLEMENTAL INFORMATIO_3
OTHER SUPPLEMENTAL INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued workers compensation | $ 604 | $ 699 |
Accrued job cost | 1,320 | 1,385 |
Accrued legal and professional fees | 36 | 691 |
Restructuring reserve | 3,256 | |
Short-term lease liability | 2,985 | |
Other accrued expenses | 1,463 | 2,376 |
Total | $ 6,408 | 5,518 |
Lease | ||
Restructuring reserve | $ 367 |
OTHER SUPPLEMENTAL INFORMATIO_4
OTHER SUPPLEMENTAL INFORMATION - Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
OTHER SUPPLEMENTAL INFORMATION | ||
Long-term lease liability | $ 2,939 | |
Liability for uncertain tax positions. | 1,030 | $ 967 |
Other long-term liabilities | 59 | 429 |
Total | $ 4,028 | $ 1,396 |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of the quarterly operating results | ||||||||||
Revenue | $ 66,807 | $ 56,862 | $ 71,466 | $ 50,652 | $ 44,355 | $ 53,467 | $ 47,975 | $ 43,121 | $ 245,787 | $ 188,918 |
Gross profit | 9,070 | 5,956 | 9,192 | 6,682 | 5,332 | 10,212 | 6,747 | 6,450 | 30,900 | 28,741 |
Income (loss) from continuing operations | $ (296) | $ (363) | $ 1,286 | $ 395 | $ (2,688) | $ (2,840) | $ (6,024) | $ (2,238) | $ 1,022 | $ (13,790) |
Income (loss) per common share from continuing operations: | ||||||||||
Basic | $ (0.02) | $ (0.02) | $ 0.07 | $ 0.02 | $ (0.15) | $ (0.16) | $ (0.33) | $ (0.12) | $ 0.05 | $ (0.76) |
Diluted | $ (0.02) | $ (0.02) | $ 0.07 | $ 0.02 | $ (0.15) | $ (0.16) | $ (0.33) | $ (0.12) | $ 0.05 | $ (0.76) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 14, 2021 | Mar. 06, 2020 | Jan. 13, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 11, 2022 | Oct. 11, 2018 |
Subsequent events | |||||||
Vesting period | 4 years | ||||||
Third Amendment to the MidCap Facility [Member] | |||||||
Subsequent events | |||||||
Maximum principal amount | $ 15 | ||||||
Subsequent Event | Rights offering | |||||||
Subsequent events | |||||||
Rights offering back stopped. | $ 7 | ||||||
Common stock available for subscription | 5,384,615 | ||||||
Share Price | $ 1.30 | ||||||
Subsequent Event | Over subscription | |||||||
Subsequent events | |||||||
Common stock available for subscription | 2,960,021 | ||||||
Subsequent Event | Third Amendment to Centre Lane Agreement | |||||||
Subsequent events | |||||||
Prepayment premium, beginning on January 13, 2020 (as a percent) | 2.00% | ||||||
Prepayment premium, beginning January 14, 2021 and thereafter (as a percent) | 1.00% | ||||||
Subsequent Event | Third Amendment to Centre Lane Agreement | General and administrative expenses | |||||||
Subsequent events | |||||||
Expenses related to debt | $ 0.2 | ||||||
Subsequent Event | Third Amendment to the MidCap Facility [Member] | |||||||
Subsequent events | |||||||
Maximum principal amount | $ 25 | ||||||
Percentage of origination fee in first two years | 2.00% | ||||||
Percentage of origination fee in third year | 1.50% | ||||||
Percentage of origination fee in first nine months of fourth year. | 1.00% | ||||||
Subsequent Event | Third Amendment to the MidCap Facility [Member] | General and administrative expenses | |||||||
Subsequent events | |||||||
Expenses related to debt | $ 0.2 | ||||||
Midcap Financial Trust | Secured asset based revolving credit facility | |||||||
Subsequent events | |||||||
Maximum principal amount | $ 15 |