Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 27, 2023 | Jul. 01, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-16501 | ||
Entity Registrant Name | Williams Industrial Services Group Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 73-1541378 | ||
Entity Address, Address Line One | 200 Ashford Center North | ||
Entity Address, Address Line Two | Suite 425 | ||
Entity Address, City or Town | Atlanta | ||
Entity Address, State or Province | GA | ||
Entity Address, Postal Zip Code | 30338 | ||
City Area Code | 770 | ||
Local Phone Number | 879-4400 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | WLMS | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 23,197,687 | ||
Entity Common Stock, Shares Outstanding | 27,058,317 | ||
Entity Central Index Key | 0001136294 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Moss Adams LLP | ||
Auditor Firm ID | 659 | ||
Auditor Location | Dallas, Texas |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 495 | $ 2,482 |
Restricted cash | 468 | 468 |
Accounts receivable, net of allowance of $273 and $427, respectively | 31,033 | 35,204 |
Contract assets | 12,812 | 12,683 |
Other current assets | 6,258 | 11,049 |
Total current assets | 51,066 | 61,886 |
Property, plant and equipment, net | 1,257 | 653 |
Goodwill | 35,400 | 35,400 |
Intangible assets | 12,500 | 12,500 |
Other long-term assets | 8,275 | 5,712 |
Total assets | 108,498 | 116,151 |
Current liabilities: | ||
Accounts payable | 12,041 | 12,168 |
Accrued compensation and benefits | 8,566 | 12,388 |
Contract liabilities | 6,242 | 3,412 |
Short-term borrowings | 17,399 | 676 |
Current portion of long-term debt | 1,050 | |
Other current liabilities | 5,710 | 11,017 |
Current liabilities of discontinued operations | 110 | 316 |
Total current liabilities | 50,068 | 41,027 |
Long-term debt, net | 23,360 | 30,328 |
Deferred tax liabilities | 2,268 | 2,442 |
Other long-term liabilities | 4,925 | 1,647 |
Long-term liabilities of discontinued operations | 3,479 | 4,250 |
Total liabilities | 84,100 | 79,694 |
Commitments and contingencies (Note 10, 14, and 15) | ||
Stockholders' equity: | ||
Common stock, $0.01 par value, 170,000,000 shares authorized and 26,865,064 and 26,408,789 and 25,926,333 shares issued, respectively, and 26,543,391 and 25,939,621 and 25,336,442 shares outstanding, respectively | 264 | 261 |
Paid-in capital | 94,151 | 92,227 |
Accumulated other comprehensive loss | (404) | (95) |
Accumulated deficit | (69,608) | (55,930) |
Treasury stock, at par (321,673 and 469,168 and 589,891 common shares, respectively) | (5) | (6) |
Total stockholders' equity | 24,398 | 36,457 |
Total liabilities and stockholders' equity | $ 108,498 | $ 116,151 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Accounts receivable allowance for doubtful accounts | $ 273 | $ 427 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 | ||
Common stock, shares issued | 26,865,064 | 26,408,789 | ||
Common stock, shares outstanding | 26,543,391 | 25,939,621 | ||
Treasury stock at par | 321,673 | 469,168 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 238,119 | $ 304,946 |
Cost of revenue | 231,071 | 273,520 |
Gross profit | 7,048 | 31,426 |
Operating expenses | ||
Selling and marketing expenses | 1,365 | 950 |
General and administrative expenses | 25,640 | 23,409 |
Depreciation and amortization expense | 230 | 190 |
Total operating expenses | 27,235 | 24,549 |
Operating income (loss) | (20,187) | 6,877 |
Interest expense, net | ||
Interest expense, net | 5,509 | 5,001 |
Other income, net | (11,474) | (1,619) |
Total other (income) expense, net | (5,965) | 3,382 |
Income (loss) from continuing operations before income tax expense | (14,222) | 3,495 |
Income tax expense (benefit) | (49) | 793 |
Income (loss) from continuing operations | (14,173) | 2,702 |
Discontinued operations: | ||
Income (loss) from discontinued operations before income tax expense | (140) | 172 |
Income tax expense (benefit) | (635) | 131 |
Income from discontinued operations | 495 | 41 |
Net income (loss) | $ (13,678) | $ 2,743 |
Basic income (loss) per common share | ||
Income (loss) from continuing operations | $ (0.54) | $ 0.11 |
Income (loss) from discontinued operations | 0.01 | |
Basic earnings (loss) per common share | (0.53) | 0.11 |
Diluted income (loss) per common share | ||
Income (loss) from continuing operations | (0.54) | 0.10 |
Income (loss) from discontinued operations | 0.01 | |
Diluted earnings (loss) per common share | $ (0.53) | $ 0.10 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Net income (loss) | $ (13,678) | $ 2,743 |
Foreign currency translation adjustment | (309) | (123) |
Comprehensive income | $ (13,987) | $ 2,620 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Shares $0.01 Per Share | Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock, Common [Member] | Total |
Balance, Beginning at Dec. 31, 2020 | $ 256 | $ 90,292 | $ 28 | $ (58,673) | $ (8) | $ 31,895 |
Balance, Beginning (in shares) at Dec. 31, 2020 | 25,926,333 | (589,891) | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units | 2,494 | 2,494 | ||||
Issuance of common stock (in shares) | 164,388 | |||||
Restricted stock awards granted | $ 4 | $ 2 | 6 | |||
Restricted stock awards granted (in shares) | 318,068 | 120,723 | ||||
Tax withholding on restricted stock units | $ 1 | (559) | (558) | |||
Stock-based compensation | 2,494 | 2,494 | ||||
Foreign currency translation | (123) | (123) | ||||
Net income (loss) | 2,743 | 2,743 | ||||
Balance, Ending at Dec. 31, 2021 | $ 261 | 92,227 | (95) | (55,930) | $ (6) | $ 36,457 |
Balance, Ending (in shares) at Dec. 31, 2021 | 26,408,789 | (469,168) | 26,408,789 | |||
Increase (Decrease) in Shareholders' Equity | ||||||
Issuance of restricted stock units (in shares) | 291,894 | |||||
Issuance of restricted stock units | 2,153 | $ 2,153 | ||||
Stock-based compensation (in shares) | 291,894 | |||||
Restricted stock awards granted (in shares) | 164,381 | 147,495 | ||||
Tax withholding on restricted stock units | $ 3 | (229) | $ 1 | (225) | ||
Stock-based compensation | 2,153 | 2,153 | ||||
Foreign currency translation | (309) | (309) | ||||
Net income (loss) | (13,678) | (13,678) | ||||
Balance, Ending at Dec. 31, 2022 | $ 264 | $ 94,151 | $ (404) | $ (69,608) | $ (5) | $ 24,398 |
Balance, Ending (in shares) at Dec. 31, 2022 | 26,865,064 | (321,673) | 26,865,064 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net income (loss) | $ (13,678) | $ 2,743 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Net income from discontinued operations | (495) | (41) |
Deferred income tax provision (benefit) | (174) | 2 |
Depreciation and amortization on plant, property and equipment | 230 | 190 |
Amortization of deferred financing costs | 831 | 831 |
Amortization of debt discount | 200 | 200 |
Bad debt expense | 19 | 77 |
Stock-based compensation | 1,708 | 3,045 |
Paid-in-kind interest | 176 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,818 | (7,826) |
Contract assets | (173) | (4,700) |
Other current assets | 4,514 | (4,682) |
Other assets | (2,889) | (337) |
Accounts payable | (49) | 5,860 |
Accrued and other liabilities | (5,073) | (538) |
Contract liabilities | 2,831 | 879 |
Net cash used in operating activities, continuing operations | (8,204) | (4,297) |
Net cash used in operating activities, discontinued operations | (481) | (200) |
Net cash used in operating activities | (8,685) | (4,497) |
Investing activities: | ||
Purchase of property, plant and equipment | (834) | (538) |
Net cash used in investing activities | (834) | (538) |
Financing activities: | ||
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation | (226) | (554) |
Proceeds from short-term borrowings | 282,030 | 289,379 |
Repayments of short-term borrowings | (265,307) | (289,055) |
Repayments of long-term debt | (8,844) | (1,050) |
Net cash (used in) provided by financing activities | 7,653 | (1,280) |
Effect of exchange rate change on cash | (121) | 81 |
Net change in cash, cash equivalents and restricted cash | (1,987) | (6,234) |
Cash, cash equivalents and restricted cash, beginning of period | 2,950 | 9,184 |
Cash, cash equivalents and restricted cash, end of year | 963 | 2,950 |
Supplemental Disclosures: | ||
Cash paid for interest | $ 3,018 | 3,674 |
Cash paid for income taxes, net of refunds | $ 2,128 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS AND BASIS OF PRESENTATION | |
BUSINESS AND ORGANIZATION | NOTE 1—BUSINESS AND ORGANIZATIO N 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 trades on the NYSE American LLC (the “NYSE American”) 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 Atlanta, Georgia. The Company reports on a fiscal quarter basis utilizing a “modified” 5-4-4 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 2022 2021 Three Months Ended March 31 January 1, 2022 to April 3, 2022 January 1, 2021 to April 4, 2021 Three Months Ended June 30 April 4, 2022 to July 3, 2022 April 5, 2021 to July 4, 2021 Three Months Ended September 30 July 4, 2022 to October 2, 2022 July 5, 2021 to October 3, 2021 |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2022 | |
LIQUIDITY | |
LIQUIDITY | NOTE 2—LIQUIDITY 2022 ● Significant losses incurred on a number of fixed price contracts in the Company’s Florida water business, which have been the subject of prior disclosures. ● Start-up costs related to the Company’s entry into the transmission and distribution market, which have utilized cash resources and, while ultimately anticipated to benefit the Company’s business, have negatively impacted liquidity. ● Failure to convert pipeline opportunities into revenue, which have had the effect of delaying the Company’s receipt of cash from such opportunities. ● Delays in collecting cash receipts from customers. ● Exit non-performing businesses, including those in the transmission and distribution market and water market; ● Lower the cost of services by removing nonbillable expenses that cannot be recovered; ● Aggressively reduce operating expenses; and ● Shorten the collection cycle time on the Company’s accounts receivable and lengthen the payment cycle time on its accounts payable. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Joint Ventures: 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 $1.9 million and $2.5 million as of December 31, 2022 and 2021, 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 $4.8 million and $4.6 million as of December 31, 2022 and 2021, respectively. The Company’s pro-rata share of net income from the LLC was $0.2 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively, and was included in other (income) expense, net, on the consolidated statements of operations. In addition, the Company received a dividend in 2022 of $0.8 million for the period ended December 31, 2021 but did not receive a dividend for the period ended on December 31, 2022. Discontinued Operations: 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. For additional information, please refer to “Note 5—Changes in Business” for financial information on the Company’s discontinued operations. Segment and Geographic Information The Company uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2022, the Company earned 97.7% and 2.3% of its revenue in the U.S. and Canada, respectively. For the year ended December 31, 2021, the Company earned 88.1% and 11.9% of its revenue in the U.S. and Canada, respectively. Use of Estimates: Revenue Recognition: 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. During the year ended December 31, 2022, the Company recognized increases in estimated costs at completion and related gross profit margins related to several projects in Jacksonville, Florida. The Company increased its prior estimates related to the costs of executing the contracts to completion, which led to a decrease in the recognized revenues to date under the percentage of completion revenue recognition methodology. As a result of these changes, net income for the year ended December 31, 2022 decreased by $7,781,220, and basic and diluted earnings per share for the year ended December 31, 2022 Cash and Cash Equivalents: Restricted Cash: Accounts Receivable: Property, Plant and Equipment: Long-Lived Assets: Goodwill and Indefinite-Lived Intangible Assets: 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, the market approach and the cost approach. 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 2022. Cost of Revenue: Warranty Costs: Insurance: Shipping and Handling Costs: — Advertising Costs: Stock-Based Compensation Expense: one Income Taxes: 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 of or all 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): Adoption of New Accounting Pronouncements The Company did not implement any new accounting pronouncements during 2022. However, the Company is currently evaluating the impact of future disclosures that may arise under recent SEC proposals. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | NOTE 4—LEASES In accordance with ASU 2016-02, 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, require lessees 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 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 renewal 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. On September 2, 2021, the Company made the decision to relocate its corporate headquarters to Atlanta, Georgia and entered into a ten-year lease agreement. The Company completed its relocation in March 2022. The lease is presented as a right-of-use asset and lease liability and the lease liability amounts to $3.3 million with a present value of $2.2 million over a ten-year term. If the Company defaults, the landlord has the right to use the security deposit for rent or other payments due to other damages, injury, expense or liability as defined in the lease agreement. Although the security deposit shall be deemed the property of the landlord, any remaining balance of the security deposit shall be returned by the landlord to the Company after termination of the lease as the Company’s obligations under the lease have been fulfilled. The Company subleased a portion of its former office space and collected $59,000 of sublease income during 2022. The components of lease expense for the years ended December 31, 2022 and 2021 were as follows: Lease Cost/(Sublease Income) (in thousands) 2022 2021 Operating lease cost $ 2,202 $ 2,263 Short-term lease cost 7,140 3,813 Sublease income (59) (20) Total lease cost $ 9,283 $ 6,056 Lease cost related to finance leases was not significant for the year ended December 31, 2022. Information related to the Company’s right-of-use assets and lease liabilities for the years ended December 31, 2022 and 2021 was as follows: Lease Assets/Liabilities (in thousands) Balance Sheet Classification 2022 2021 Lease Assets Right-of-use assets Other long-term assets $ 4,223 $ 1,527 Lease Liabilities Short-term lease liabilities Other current liabilities $ 1,603 $ 1,606 Long-term lease liabilities Other long-term liabilities 3,010 511 Total lease liabilities $ 4,613 $ 2,117 Supplemental information related to the Company’s leases for the years ended December 31, 2022 and 2021 are as follows: (dollars in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 2,368 $ 2,433 Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,598 $ 2,020 Weighted-average remaining lease term - operating leases 5.15 years 1.36 years Weighted-average remaining lease term - finance leases 1.23 years 2.23 years Weighted-average discount rate - operating leases 9% 9% Weighted-average discount rate - finance leases 9% 9% Total remaining lease payments under the Company’s operating and finance leases for the year ended December 31, 2022 are as follows: Operating Leases Finance Leases Year Ended December 31, (in thousands) 2023 $ 1,913 $ 6 2024 1,034 1 2025 562 — 2026 435 — 2027 391 — Thereafter 1,483 — Total lease payments $ 5,818 $ 7 Less: interest (1,212) — Present value of lease liabilities $ 4,606 $ 7 |
CHANGES IN BUSINESS
CHANGES IN BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
CHANGES IN BUSINESS. | |
CHANGES IN BUSINESS | NOTE 5—CHANGES IN BUSINESS 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. 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 a pension withdrawal liability of $2.9 million related to Koontz-Wagner’s International Brotherhood of Electrical Workers Local Union 1392 (“IBEW”) multi-employer pension plan. After an arbitration process, on May 12, 2021, an arbitrator concluded that the IBEW used an incorrect per hour contribution rate in calculating the Company’s pension withdrawal liability, which resulted in the Company overpaying. The arbitrator directed IBEW to refund all overpayments, with interest, to the Company and to redetermine the Company’s payments going forward using the proper contribution rate. Accordingly, the Company’s overall pension withdrawal liability decreased by approximately $0.3 million. The pension liability is expected to be satisfied by annual cash payments of $0.3 million each, paid in quarterly installments, through 2038. The Company recorded a gain on disposal of approximately $0.3 million in 2021 to reduce its previously recorded estimated withdrawal liability to the new amount. 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 and 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 of each of December 31, 2022 and 2021, the Company did not December 31, (in thousands) 2022 2021 Liabilities: Current liabilities of discontinued operations $ 110 $ 316 Liability for pension obligation 2,244 2,368 Liability for uncertain tax positions 1,235 1,882 Long-term liabilities of discontinued operations 3,479 4,250 Total liabilities of discontinued operations $ 3,589 $ 4,566 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) 2022 2021 General and administrative expenses $ 3 $ 40 Loss (gain) on disposal - Electrical Solutions 17 (288) Interest expense 120 76 Income (loss) from discontinued operations before income taxes (140) 172 Income tax expense (benefit) (635) 131 Income from discontinued operations $ 495 $ 41 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 Buildings and improvements 5 - 39 years $ 669 $ 495 Machinery and equipment 3 - 12 years 5,154 4,663 Furniture and fixtures 2 - 10 years 8,818 8,695 Capital lease assets 5 years 16 21 14,657 13,874 Less accumulated depreciation (13,400) (13,221) Property, plant and equipment, net $ 1,257 $ 653 Depreciation expense was approximately $0.2 million for each of the years ended December 31, 2022 and 2021. No impairment charges on property, plant and equipment were recognized for the years ended December 31, 2022 and 2021. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
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 a combination of income, market and cost approaches. 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. Under the market approach, the fair value is determined by utilizing comparative market multiples in the valuation estimates. The cost approach is based on the assumption that a prudent investor would pay no more for a security or asset than the amount at which it could be replaced or reproduced and is performed by estimating the replacement cost. As of each of December 31, 2022 and 2021, 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, 2022 and 2021, 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, 2022 and 2021, 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, 2022 and 2021. Goodwill and indefinite-lived intangible assets are tested for impairment annually as of October 1 and whenever events or circumstances indicate that the carrying value may not be recoverable. In accordance with ASC 350—Intangibles—Goodwill and Other, the Company observed certain qualitative circumstances related to performance and current market conditions that indicated the potential for impairment in 2022. As a result the Company engaged an independent consulting firm to perform its annual goodwill impairment analysis as of October 1, 2022, and 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, 2022 and 2021. 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, including an estimated rate of return and discount rate. 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, 2022 | |
FINANCIAL INSTRUMENTS | |
FINANCIAL INSTRUMENTS | NOTE 8—FINANCIAL INSTRUMENTS Fair Value of Financial Instruments: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments as of December 31, 2022 and 2021 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, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9—INCOME TAXES Income (loss) before income taxes was as follows: Year Ended December 31, (in thousands) 2022 2021 Domestic $ (13,741) $ (19) Foreign (481) 3,514 Income (loss) from continuing operations (14,222) 3,495 Income (loss) from discontinued operations (140) 172 Income (loss) before income tax expense $ (14,362) $ 3,667 The following table summarizes the income tax expense (benefit) by jurisdiction: Year Ended December 31, (in thousands) 2022 2021 Current: Foreign $ (379) $ 922 Total current (379) 922 Deferred: Federal — (69) State 89 (192) Foreign (394) 263 Total deferred (305) 2 Income tax expense (benefit) $ (684) $ 924 Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows: Year Ended December 31, (in thousands) 2022 2021 Continuing operations $ (49) $ 793 Discontinued operations (635) 131 Income tax expense (benefit) $ (684) $ 924 Effective Tax Rate Reconciliation The amount of the income tax expense (benefit) for continuing operations during the years ended December 31, 2022 and 2021 differs from the statutory federal income tax rate of 21% was as follows: Year Ended December 31, 2022 2021 (in thousands) Amount Percent Amount Percent Tax expense computed at the maximum U.S. statutory rate $ (2,987) 21.0 % $ 734 21.0 % Difference resulting from state income taxes, net of federal income tax benefits 34 (0.2) % 151 4.3 % State tax rate difference 29 (0.2) % (211) (6.0) % Non-deductible expenses, other 271 (1.9) % 125 3.6 % APB 23 DTL (264) 1.9 % 264 7.6 % Change in net operating loss carryforward (429) 3.0 % (42) (1.2) % Change in valuation allowance 2,532 (17.8) % (660) (18.9) % Change in foreign tax credits 463 (3.3) % 359 10.3 % Other, net 302 (2.1) % 73 2.1 % Total tax expense (benefit) $ (49) 0.4 % $ 793 22.8 % Deferred Taxes The significant components of deferred income tax assets and liabilities for continuing operations consisted of the following: December 31, (in thousands) 2022 2021 Assets: Cost in excess of identifiable net assets of business acquired $ 3,684 $ 4,437 Reserves and other accruals 3,553 3,822 Tax credit carryforwards 5,241 5,754 Accrued compensation and benefits 1,635 2,077 State net operating loss carryforwards 14,496 13,493 Federal net operating loss carryforwards 51,337 47,653 Gain/loss on assets held for sale 1,457 1,457 Other 7,175 6,438 88,578 85,131 Liabilities: Indefinite life intangibles (12,445) (12,445) Property and equipment (599) (473) Net deferred tax assets 75,534 72,213 Valuation allowance for net deferred tax assets (77,802) (74,655) Net deferred tax liability after valuation allowance $ (2,268) $ (2,442) As of December 31, 2022 and 2021, the Company had a net deferred tax liability related to its continuing operations of $2.3 million and $2.4 million, respectively. The net deferred tax liabilities for the years ended December 31, 2022 and 2021 predominantly related to indefinite-lived intangible deferred tax liabilities that can be used to offset deferred tax assets without valuation allowances. A net increase in valuation allowances related to continuing operations of $3.1 million as of December 31, 2022 was recorded against the gross deferred tax asset balances as of December 31, 2022. As of December 31, 2022, the Company would need to generate $306.6 million of future U.S. pre-tax income to realize its deferred tax assets. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law, making significant changes to the Internal Revenue Code. Such changes include, but are not limited to, a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on the Company’s results of operations going forward, the Company will continue to evaluate the IRA’s impact as further information becomes available. Net Operating Losses and Tax Credit Carryforwards As of December 31, 2022, the Company had $242.8 million of federal net operating loss carryforwards expiring between 2026 2037 2023 2042 2027 2023 2027 Under the Internal Revenue Code, the amount of and the benefits from net operating loss (“NOL”) and tax credit carryforwards may be limited or permanently impaired in certain circumstances. In addition, under the Tax Cuts and Jobs Act of 2017 (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 Unremitted Earnings 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) 2022 2021 Unrecognized tax benefits on January 1 $ 2,847 $ 2,861 Reductions to unrecognized tax benefits from lapse of statutes of limitations (298) (14) Unrecognized tax benefits on December 31 $ 2,549 $ 2,847 Unrecognized tax benefits from discontinued operations on December 31 $ 699 $ 964 Unrecognized tax benefits from continuing operations on December 31 1,850 1,883 $ 2,549 $ 2,847 As of December 31, 2022 and 2021, the Company provided for a liability of approximately $2.5 million and $2.8 million, respectively for unrecognized tax benefits related to various federal, foreign, and state income tax matters. The Company has elected to classify interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2022, the Company accrued $1.1 million for potential payment of interest and penalties, compared with $1.5 million accrued as of December 31, 2021. As of each of December 31, 2022 and 2021, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $0.1 million. In 2022, the Company released approximately $0.3 million of accruals of uncertain tax positions as the statute of limitations related to these liabilities will lapse in 2022. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into U.S. law to provide economic relief to individuals and businesses facing economic hardship as a result of the COVID-19 pandemic. The Company has incorporated the impact of the CARES Act to the tax provision. In addition, the Company deferred payments of federal employer payroll taxes of approximately $4.9 million, as permitted by the CARES Act. The first half of the deferred amounts were paid in December 2021, and the second half were paid in December 2022. 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 2017 to Present China None 2014 to 2017 Canada None 2020 to Present |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE. | |
REVENUE | NOTE 10—REVENUE Disaggregation of Revenue Disaggregated revenue by type of contract was as follows. Year Ended December 31, (in thousands) 2022 2021 Cost-plus reimbursement contracts $ 186,919 $ 258,823 Fixed-price contracts 51,200 46,123 Total $ 238,119 $ 304,946 Disaggregated revenue by the geographic area where the work was performed was as follows: Year Ended December 31, (in thousands) 2022 2021 United States $ 232,605 $ 268,726 Canada 5,514 36,220 Total $ 238,119 $ 304,946 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) 2022 2021 Costs incurred on uncompleted contracts $ 231,071 $ 273,520 Earnings recognized on uncompleted contracts 7,049 31,426 Total 238,120 304,946 Less—billings to date (231,550) (295,675) Net $ 6,570 $ 9,271 Contract assets $ 12,812 $ 12,683 Contract liabilities (6,242) (3,412) Net $ 6,570 $ 9,271 For the year ended December 31, 2022, the Company recognized revenue of approximately $3.3 million on approximately $3.4 million in the corresponding contract liability balance on December 31, 2021. Remaining Performance Obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of December 31, 2022. The Company’s total backlog as of December 31, 2022, was $333.2 million. (in thousands) 2023 2024 Thereafter Total Cost plus $ 137,527 $ 52,898 $ 101,469 $ 291,894 Lump sum 41,061 248 - 41,309 Total $ 178,588 $ 53,146 $ 101,469 $ 333,203 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
DEBT | NOTE 11—DEBT As of December 31, 2022, and 2021, the Company had the following debt, net of unamortized deferred financing costs and unamortized debt discount: December 31, (in thousands) 2022 2021 Revolving Credit Facility $ 17,399 $ 676 Current portion of Term Loan - 1,050 Current debt $ 17,399 $ 1,726 Term Loan $ 25,282 $ 32,900 Unamortized debt discount from refinancing (591) (791) Unamortized deferred financing costs (1,331) (1,781) Long-term debt, net $ 23,360 $ 30,328 Total debt, net $ 40,759 $ 32,054 Debt Refinancing The Revolving Credit Facility The Term Loan On the Closing Date, the Company and certain of its subsidiaries (the “Term Loan Borrowers”) entered into the Term Loan, Guarantee and Security Agreement with EICF Agent LLC, as agent for the lenders (“EICF”), CION Investment Corporation, as a lender and co-lead arranger, and the other lenders party thereto (the “Term Loan Agreement”), which provides for the Term Loan. The Closing Date Term Loan was fully drawn on the Closing Date, while the Delayed Draw Term Loan Facility was available upon the satisfaction of certain conditions precedent for up to 18 months following the Closing Date and expired in June 2022. The Term Loan Agreement matures on December 16, 2025. As of December 31, 2022, borrowings under the Term Loan Agreement bore interest at SOFR, plus a margin of 8.50% (if the Total Leverage Ratio (as defined in the Term Loan Agreement) is less than 2.50:1) or 9.00% per year (if the Total Leverage Ratio is greater than or equal to 2.50:1), subject to a minimum SOFR floor of 1.00%, payable in cash on a quarterly basis. In addition, upon the occurrence of an event of default, and for so long as such event of default continues, default interest equal to 2.00% per year in excess of the rate otherwise applicable will be payable. The Term Loan Borrowers’ Obligations (as defined in the Term Loan Agreement) are guaranteed by certain of the Company’s material, wholly owned subsidiaries, subject to customary exceptions (the “Term Loan Guarantors” and, together with the Term Loan Borrowers, the “Term Loan Credit Parties”). The Term Loan Credit Parties’ obligations are secured by first-priority security interests on substantially all of the Term Loan Credit Parties’ assets, as well as a second-priority security interest on the Term Loan Credit Parties’ accounts receivable and inventory, subject to the Intercreditor Agreement. Subject to certain conditions, the Term Loan Borrowers may voluntarily prepay the Term Loan on any Payment Date (as defined in the Term Loan Agreement), in whole or in part, in a minimum amount of $1.0 million of the outstanding principal amount, plus a prepayment fee. The prepayment fee was amended effective June 30, 2022, as described below. Subject to certain exceptions, within 120 days of the end of each calendar year, beginning with the year ended December 31, 2021, the Term Loan Borrowers must prepay the Obligations in an amount equal to (1) (i) if the Total Leverage Ratio is greater than 3:00:1:00, 50.0% of Excess Cash Flow (as defined in the Term Loan Agreement) or (ii) if the Total Leverage Ratio is equal to or less than 3:00:1:00 and greater than 2:00:1:00, 25.0% of Excess Cash Flow, less (2) all voluntary prepayments made on the Term Loan during such calendar year; provided that, so long as no default or event of default has occurred and is continuing or would result therefrom, no such prepayment will be required unless Excess Cash Flow for such calendar year equals or exceeds $0.5 million. The Company was not required to prepay any Obligations for the year ended December 31, 2022. The Term Loan Agreement also requires mandatory prepayment of certain amounts in the event the Term Loan Borrowers receive proceeds from certain events and activities, including, among others, certain asset sales and casualty events, the issuance of indebtedness and equity interests, and the receipt of extraordinary receipts (with certain exclusions), plus, in certain instances, the applicable prepayment fee. The Term Loan Agreement contains customary representations and warranties, as well as customary affirmative and negative covenants, in each case, with certain exceptions, limitations and qualifications. The Term Loan Agreement also requires the Term Loan Borrowers to regularly provide certain financial information to the lenders thereunder, maintain a maximum total leverage ratio and a minimum fixed charge coverage ratio, and comply with certain limitations on capital expenditures. Events of default under the Term Loan Agreement include, but are not limited to, a breach of certain 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, impairment of security interests in collateral or invalidity of guarantees or security documents, or a default or event of default under the Revolving Credit Agreement or the Intercreditor Agreement, in each case, with customary exceptions, limitations, grace periods and qualifications. If an event of default occurs, the Term Loan lenders may, among other things, declare all Obligations to be immediately due and payable, together with accrued interest and fees, and exercise remedies under the collateral documents relating to the Term Loan Agreement. On August 3, 2022 (the “Signing Date”), effective as of June 30, 2022, the Company entered into an Amendment to the Term Loan Agreement (the “Term Loan Amendment”) that, among other things, (i) amended and increased the Total Leverage Ratio (as defined in the Term Loan Agreement) applicable to the Company for certain periods, (ii) amended the calculation of Consolidated EBITDA (as defined in the Term Loan Agreement) to include (or “add back”) certain non-recurring losses and expenses relating to projects executed in Jacksonville, Florida, one-time costs and expenses incurred in connection with the Company’s transmission and distribution business unit start-up, and costs and expenses arising out of the Company’s litigation with a designated former executive and his employer (in each case, subject to certain specified dollar limits), (iii) provided for a fee of 1% of the then-outstanding principal balance due upon maturity of the term loan without duplication of fees paid in connection with the Company’s prepayment fee structure, (iv) extended the Company’s existing prepayment fee structure to require upon repayment (a) prior to the first anniversary of the Signing Date, a fee of 3% of the principal amount being repaid, (b) on or after the first anniversary of the Signing Date and prior to the second anniversary of the Signing Date, a fee of 2% of the principal amount being repaid, and (c) on or after the second anniversary of the Signing Date, a fee of 1% of the principal amount being repaid, and (v) provided for the payment of a $0.2 million amendment fee, plus applicable fees and expenses. The Company’s expense related to the Term Loan Amendment was $0.2 million and will be recognized as interest expense over the remaining term of the modified Term Loan Agreement. Effective as of August 23, 2022, the Company entered into a Settlement Agreement, which resolved a pending arbitration proceeding related to the restatement of the Company’s financial statements in 2017 for the 2012 to 2014 period. The Company received net proceeds of $8.1 million (after payment of attorney’s fees and third-party funding costs) and used these net proceeds to prepay a substantial amount of the Term Loan. The $8.1 million net proceeds, coupled with $0.3 million scheduled principal payments, reduced the Term Loan by a total of $8.4 million to $25.1 million as of September 30, 2022 (including both the noncurrent and current portion of the Term Loan). On December 30, 2022, the Company entered into a second amendment to the Term Loan Agreement, pursuant to which, among other things, the lenders agreed to defer payment of the principal, and part of the interest, due on January 1, 2023 to January 9, 2023. On January 9, 2023, the Company entered into a third amendment to the Term Loan Agreement (the “Third Term Loan Amendment”) that, among other things, (i) modified the financial covenants to require that the Company achieve certain designated minimum levels of trailing twelve-month EBITDA (as defined in the Term Loan Agreement) as of the end of each fiscal month beginning on February 5, 2023, and ending December 31, 2023; (ii) amended the calculation of EBITDA to include (or “add back”) certain non-recurring losses and expenses incurred in connection with certain projects executed by the Company’s Jacksonville, Florida office, one-time costs and expenses incurred in connection with the Company’s transmission and distribution business segment start-up, non-recurring costs and expenses arising out of the implementation by the Company of a ERP system, and non-recurring costs and expenses arising out of pro forma headcount reductions implemented by the Company and certain litigation with a former executive and a competitor of the Company that was settled in the fourth quarter of 2022 (in each case, subject to certain specific dollar limits for certain fiscal quarters commencing in the second fiscal quarter of 2021 and ending December 31, 2022); (iii) adjusted the applicable interest rate to SOFR (as defined in the Term Loan Agreement) plus 11%; (iv) for each quarterly interest payment commencing January 1, 2023 through and including January 1, 2024, capped the amount of quarterly interest payable in cash at 10% per annum, with the remainder being payable in kind; (v) deferred amortization payments from the January 1, 2023 quarterly payment date until and including the January 1, 2024 quarterly payment date; (vi) increased the excess cash flow sweep from 50% to 75% for the fiscal year ending December 31, 2023 and each fiscal year thereafter; (vii) required certain additional reporting obligations, including the delivery of weekly updates of a 13-week cash flow forecast and hosting additional periodic conference calls with management and named advisors; (viii) increased, from the pre-existing levels, the permitted total leverage of the Company for the four quarter periods ended December 31, 2022 through March 31, 2024; and (ix) provided for an amendment fee equal to 1% of the principal loan balance under the Term Loan Agreement, payable in kind. On February 24, 2023, the Company entered into a fourth amendment to the Term Loan Agreement (the “Fourth Term Loan Amendment”). The Fourth Term Loan Amendment provided for delayed draw term loans in an aggregate principal amount of $1.5 million, which were funded at the time the Fourth Term Loan Amendment was signed, and discretionary delayed draw term loans in an aggregate principal amount of $3.5 million, which will be funded at the lenders’ discretion (together, the “Delayed Draw Term Loans”), subject to the conditions set forth in the Term Loan Agreement, as amended by the Fourth Term Loan Amendment. In addition to interest being payable on the same basis as existing borrowings under the Term Loan Agreement, on the earlier to occur of the maturity date or the termination date of the Term Loan Agreement or any acceleration of the obligations under the Term Loan Agreement, additional interest equal to 50% of the aggregate amount of the Delayed Draw Term Loans borrowed will be payable. The Fourth Term Loan Amendment also includes a minimum liquidity covenant. The Delayed Draw Term Loans are conditioned upon, amount other things, the Company using commercially reasonable best efforts to actively receive net cash proceeds from issuances of subordinated debt or equity of at least $0.5 million on terms acceptable to EICF and the lenders under the Term Loan Agreement, continuing its publicly announced review of strategic alternatives and, subject to the exercise by the Board of Directors of the Company of its fiduciary obligations, using commercially reasonable best efforts to conduct such review in accordance with a customary indicative timeline. The Fourth Term Loan Amendment also imposed certain additional reporting obligations on the Company, including the weekly delivery of a 13-week cash flow forecast. On February 21, 2023, the Company received a $1.0 million advance pursuant to the then-existing terms of the Term Loan Agreement and, on February 24, 2023, the Company received $1.5 million principal amount related to the delayed draw term loans allowed from the Fourth Term Loan Amendment. In addition to interest being payable on the same basis as existing borrowing under the Term Loan Agreement, on the earlier to occur of the maturity date or the termination date of the Term Loan Agreement or any acceleration of the obligations under the Term Loan Agreement, additional interest equal to $0.5 million will be payable in respect of this $1.0 million advance. The scheduled maturities of the Term Loan were as follows as of December 31, 2023: December 31, (in thousands) 2023 $ - 2024 1,312 2025 23,970 Total $ 25,282 The Company’s borrowing rate under the Term Loan on December 31, 2022 was 11.0% plus SOFR. The Wynnefield Notes The Wynnefield Notes consist of (i) an Unsecured Promissory Note by and among the Company, as borrower, certain of its subsidiaries, as guarantors under a separate Guaranty Agreement, and Wynnefield Partners Small Cap Value, LP I in the aggregate principal amount of $400,000 and (ii) an Unsecured Promissory Note by and among the Company, as borrower, certain of its subsidiaries, as guarantors under a separate Guaranty Agreement, and Wynnefield Partners Small Cap Value, LP (together with Wynnefield Partners Small Cap Value, LP I, the “Wynnefield Lenders”) in the aggregate principal amount of $350,000. All principal and interest will be due on the maturity date of the Wynnefield Notes, which will be the earliest of (i) December 23, 2025; (ii) a change in control of the Company; (iii) a refinancing or maturity extension of either of the Term Loan Agreement or the Revolving Credit Agreement; or (iv) an acceleration following the occurrence of an event of default (as defined in the Wynnefield Notes, and which includes any default under the Term Loan Agreement or the Revolving Credit Agreement). The Wynnefield Notes bear interest at the fixed rate of (i) 8.0% per annum from the closing date; (ii) 13.0% per annum from and after the maturity date; and (iii) 13.0% per annum from and after an event of default (as defined in the Wynnefield Notes, and which includes any default under the Term Loan Agreement or the Revolving Credit Agreement). The Wynnefield Notes are subject to an aggregate exit fee of $100,000, payable upon the earlier of an event of default or payment in full of all obligations due under the Wynnefield Notes. In connection with the Wynnefield Notes, the Company, certain of its subsidiaries, the Wynnefield Lenders and the agents under each of the Revolving Credit Agreement and the Term Loan Agreement have entered into two Subordination and Intercreditor Agreements, pursuant to which the Wynnefield Lenders have agreed, on the terms and subject to the conditions set forth therein, to subordinate the Wynnefield Notes to the obligations of the Company under the Revolving Credit Agreement and the Term Loan Agreement. The Wynnefield Lenders, together with their affiliates, are the Company’s largest equity investor. Nelson Obus, a member of the Company’s Board of Directors, is a managing member of Wynnefield Capital Management, LLC, the general partner of the Wynnefield Lenders. 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. no In addition, as of December 31, 2022 and December 31, 2021, the Company had outstanding payment and performance surety bonds of $59.2 million and $67.6 million, respectively. Deferred Financing Costs and Debt Discount: Deferred financing costs are amortized over the terms of the related debt facilities using the straight-line 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) 2022 2021 Term loan $ 450 $ 450 Debt discount 200 200 Revolving credit facility 381 381 Total $ 1,031 $ 1,031 The following table summarizes unamortized deferred financing costs included on the Company's consolidated balance sheets: December 31, (in thousands) Location 2022 2021 Term Loan Long-term debt, net $ 1,331 $ 1,781 Debt discount Long-term debt, net 591 791 Revolving Credit Facility Other long-term assets 1,128 1,509 Total $ 3,050 $ 4,081 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 12—EARNINGS PER SHARE Basic earnings (loss) per common share are calculated by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted earnings (loss) 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 income (loss) per common share from continuing operations were calculated as follows: Year Ended December 31, (in thousands, except share data) 2022 2021 Income (loss) from continuing operations $ (14,173) $ 2,702 Basic income (loss) per common share: Weighted average common shares outstanding 26,032,960 25,506,748 Basic income (loss) per common share $ (0.54) $ 0.11 Diluted income (loss) per common share: Weighted average common shares outstanding 26,032,960 25,506,748 Diluted effect: Unvested portion of restricted stock units and awards — 630,896 Weighted average diluted common shares outstanding 26,032,960 26,137,644 Diluted income (loss) per common share $ (0.54) $ 0.10 As of December 31, 2022, the Company’s 26,543,391 shares outstanding included 321,142 shares of contingently issued but unvested restricted stock. As of December 31, 2021, the Company’s 25,939,621 shares outstanding included 215,956 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. 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 the potentially outstanding service-based restricted stock and restricted stock unit awards were not included in the calculation of diluted earnings per common share because the effect would have been anti-dilutive. The effects of the potentially outstanding performance- and market-based restricted stock unit awards were not included in the calculation of diluted earnings per common share because the performance and/or market conditions had not been satisfied as of December 31, 2022 and 2021. Year Ended December 31, 2022 2021 Unvested service-based restricted stock and restricted stock unit awards 535,051 — Unvested performance- and market-based restricted stock unit awards 643,784 765,857 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
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 March 15, 2022 (the “2015 Plan”). The 2015 Plan allows for the issuance of up to 4,500,000 shares of stock 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 Company provides the option to repurchase the number of shares required to satisfy tax withholding obligations in connection with the vesting of restricted stock unit awards issued to employees participating in the 2015 Plan. 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 generally entitled to proportionate vesting. The vesting of proportionate time-based shares is accelerated, and such shares distributed upon such individuals’ 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, 2022, the Company had approximately 1,841,944 shares available under the 2015 Plan to settle previously granted awards. During 2022, the Company granted 1,391,679 restricted shares and restricted stock units under the 2015 Plan. Total stock-based compensation expense during the years ended December 31, 2022 and 2021 was $1.7 million and $3.0 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, 2022, total unrecognized compensation expense related to all unvested restricted stock and restricted stock unit awards for which terms and conditions are known totaled $2.1 million, which is expected to be recognized over a weighted average period of 1.9 years. The fair value of shares that vested during 2022 and 2021 based on the stock price at the applicable vesting date was $1.5 million and $2.3 million, respectively. The weighted average grant date fair value of the Company’s restricted shares and restricted stock units was $1.95 and $3.27 for the years ended December 31, 2022 and 2021, respectively. Service-Based Restricted Stock and Unit Awards: Information for service-based restricted stock and restricted stock units as of December 31, 2022 was as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units on December 31, 2021 885,800 $ 1.37 Granted 658,484 1.92 Vested (463,502) 2.57 Forfeited (102,321) 2.42 Unvested restricted stock and restricted stock units on December 31, 2022 978,461 $ 2.22 Performance-based awards: three Information for performance-based restricted stock units (excluding those accounted for as liability awards because the award was based on a cash amount and not based on an amount of restricted share units) as of December 31, 2022 was as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units on December 31, 2021 547,133 $ 3.68 Granted 733,195 1.98 Forfeited (636,545) 3.46 Unvested restricted stock and restricted stock units on December 31, 2022 643,783 $ 2.03 Market-based awards: The market based restricted share unit modifications were expensed at the incremental accounting expense over a service period for twenty-one months ending on December 31, 2022. The Company accrued $0.3 million of stock-compensation expense recorded in paid-in capital on the consolidated balance sheet and general and administrative expenses on the consolidated income statement. Information for market-based restricted stock units as of December 31, 2022 was as follows: Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock units on December 31, 2021 369,525 $ 1.73 Vested (185,265) 1.82 Forfeited (184,260) 1.63 Unvested restricted stock units on December 31, 2022 — $ — |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
EMPLOYEE BENEFIT PLANS. | |
EMPLOYEE BENEFIT PLANS | NOTE 14—EMPLOYEE BENEFIT PLANS Defined Contribution Plan: Multiemployer Pension Plans: 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, 2022 is outlined in the following table. All information in the table is as of December 31, 2022, 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 2022 and 2021 is for the respective plan’s fiscal year-end as of 2022 and 2021, 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 next to last column lists the expiration date of the collective-bargaining agreement to which the plans are subject. 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. Only with respect to multiemployer pension plans, we considered contributions in excess of $0.1 million in any period disclosed to be individually significant. Expiration Pension Rehab Plan ($ in thousands) Date of Protection Act status Contributions by Collective EIN/Pension Zone Status Pending/ the Company Surcharge Bargaining Pension Fund Plan Number 2022 2021 Implemented 2022 2021 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Green Endangered Funding Improve 2,194 4,263 No (8) Annual Agreements - Automatic Renewal 3,4,6,9 IBEW Local 1579 Pension Plan 58-1254974 001 Green Green 1,337 1,239 No (8) Agreement through end of Job 2, 3, 6, 9, 10 National Asbestos Workers Pension Plan 52-6038497 001 Critical Critical Rehab Plan 2019 1,091 1,258 No (7) Annual Agreements-Automatic Renewal 2, 3, 9, 10 Excavators Union Local 731 Pension Fund 13-1809825 002 Green Green 786 523 No (8) Annual Agreements-Automatic Renewal 6 National Electrical Benefits Fund 53-0181657 001 Green Green 456 578 No (8) Multiple Agreements 10 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green 380 366 No (8) Multiple Agreements 3, 11 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Endangered Funding Improve 376 512 No (8) Annual Agreements-Automatic Renewal 2, 3, 5, 10 Laborers National Pension Fund 75-1280827 001 Critical Critical Rehab Plan 372 417 No (7) Multiple Agreements 1, 2, 3, 5, 9, 10 New Jersey Building Laborers Statewide Pension Fund 22-6077693 001 Critical Critical Rehab Plan 356 1,340 No (7) Annual Agreements-Automatic Renewal 3 Southern Ironworkers Pension Plan 59-6227091 001 Green Green 355 270 No (8) Agreement through end of Job 2, 3, 4, 5, 9, 10 United Association National Pension Fund 52-6152779 001 Green Endangered Funding Improve 341 315 No (7) Multiple Agreements 9 Connecticut laborers Pension Plan 06-6044348 001 Green Green 228 37 No (8) CBA (Expires 03/31/23) 2, 3, 4, 5, 9, 10 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green 225 316 No (8) Annual Agreements-Automatic Renewal 9, 11 IUPAT Industry Pension Plan 52-6073909 001 Critical Seriously Endangered Rehab Plan 184 184 No (8) Multiple Agreements 3, 11 Iron Workers Local No. 402 Pension Trust 59-6227518 001 Critical Critical Rehab Plan 124 47 No (8) Annual Agreements-Automatic Renewal 10, 11 IUOE Local 478 Pension Fund 06-0733831 001 Green Green 108 29 No (8) CBA (Expires 03/31/23) 3 Pavers and Road Builders District Council Pension Fund 13-1990171 074 Green Green 104 62 No (8) Annual Agreements-Automatic Renewal 4, 11 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehab Plan 104 103 No (8) Multiple Agreements 4, 11 All Others 1,437 3,983 Total 10,558 15,842 (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for St. Lucie and Turkey Point. (2) Defined Benefit Plans for Unions employed through the Southern Company Power Maintenance & Modification Agreement. The Southern Company SCMMA expires 07/31/2026 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, LaSalle, Byron, Quad Cities, Peach Bottom, Limerick, Ginna, Point Beach, Waterford III, Salem/Hope Creek and DC Cook Nuclear Plants (Holtec). Also work under Decommissioning Agreement at Oyster Creek and Pilgrim (CDI). (10) Defined Benefit Plans for Unions employed through the Nuclear Power Construction Agreement. The Nuclear Power Construction Agreement is for new work at Vogtle and runs through the duration of the project. (11) The status of this plan had not been issued as of the date of filing this Form 10-K. A plan in green status with a calendar year has the option to issue its Annual Funding Notice in March or April of the subsequent year . 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, 2022, 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, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 15—COMMITMENTS AND CONTINGENCIES Litigation and Claims: The Company completed a bankruptcy filing of its Koontz-Wagner subsidiary on July 11, 2018. This could require the Company to incur legal fees and other expenses related to liabilities from this bankruptcy filing. While the Company does not anticipate these liabilities will have a material adverse effect on its results of operations, cash flows and financial position, and although the statute of limitations has run on certain claims that the Chapter 7 Trustee for the Koontz-Wagner estate might assert, there can be no assurance of the outcome. 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 acquiror of certain assets from a former operating unit of the Company has been named as a defendant in an asbestos personal injury lawsuit and has submitted a claim for indemnification and tendered defense of the matter to the Company. The Company has assumed defense of the matter subject to a reservation of rights and objection to the claim for indemnification. Neither the Company nor its predecessors ever mined, manufactured, produced or distributed asbestos fiber, the material that allegedly caused the injury underlying this action. The Company does not expect that this claim will have a material adverse effect on its financial position, results of operations or liquidity. Moreover, during 2012, the Company secured insurance coverage that will help to reimburse the defense costs and potential indemnity obligations of its former operating unit relating to these claims. The Company intends to vigorously defend all currently active actions, and it does not anticipate that this action will have a material adverse effect on its financial position, results of operations or liquidity. However, the outcomes of any legal action cannot be predicted and, therefore, there can be no assurance that this will be the case. Insurance: 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, 2022 and 2021. As of both December 31, 2022 and 2021, the Company provided $0.9 million in letters of credit and provided cash collateral of $1.5 million as security for possible workers’ compensation claims. Executive Severance: |
MAJOR CUSTOMERS AND CONCENTRATI
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2022 | |
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 represented more than 10 percent of its consolidated accounts receivable. The balance for these customers as a percentage of the consolidated accounts receivable was as follows: December 31, Customer 2022 2021 Southern Nuclear Operating Company 42% 16% Con Edison 12% * Tennessee Valley Authority * 18% Bruce Power * 17% Comprehensive Decommissioning International * 10% All others 46% 39% Total 100% 100% *Less than 10% The Company has certain customers that represented more than 10 percent of consolidated revenue. The revenue for these customers as a percentage of the consolidated revenue was as follows: Year Ended December 31, Customer 2022 2021 Southern Nuclear Operating Company 23% 16% GUBMK 14% 11% Tennessee Valley Authority 10% 11% Richmond County Constructors, LLC ("RCC") 10% * Bruce Power * 12% Comprehensive Decommissioning International * 10% All others 43% 40% Total 100% 100% *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
OTHER SUPPLEMENTAL INFORMATION | |
OTHER SUPPLEMENTAL INFORMATION | NOTE 17—OTHER SUPPLEMENTAL INFORMATION Other current assets consisted of the following: December 31, (in thousands) 2022 2021 Unamortized commercial insurance premiums $ 2,611 $ 2,389 Security deposits - real estate 1,978 1,978 Prepaid expenses 1,511 1,136 Sales tax receivable - Canada 6 4,866 Other current assets 152 680 Total $ 6,258 $ 11,049 Other long-term assets consisted of the following: December 31, (in thousands) 2022 2021 Right-of-use lease assets $ 4,223 $ 1,527 Equity method investment in RCC 1,868 2,521 Unamortized Debt Issuance Cost 1,128 1,509 Unamortized software subscriptions 757 — Other long-term assets 299 155 Total $ 8,275 $ 5,712 Other current liabilities consisted of the following: December 31, (in thousands) 2022 2021 Accrued job cost $ 2,136 $ 2,433 Short-term lease liability 1,603 1,606 Cloud computing software liability 692 - Stock Compensation 493 938 Legal fees 145 113 Sales tax payable - Canada - 5,135 Other current liabilities 641 792 Total $ 5,710 $ 11,017 Other long-term liabilities consisted of the following: December 31, (in thousands) 2022 2021 Long-term lease liability $ 3,010 $ 511 Liability for uncertain tax positions (with interest and penalty) 1,115 1,136 Other long-term liabilities 800 - Total $ 4,925 $ 1,647 Disaggregated long-lived assets by the geographic area were as follows: December 31, (in thousands) 2022 2021 United States $ 56,170 $ 52,669 Canada 134 86 Total $ 56,304 $ 52,755 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 18—SUBSEQUENT EVENTS In the first quarter of 2023, the Company entered into the following engagement and amendments, each of which is described below: ● the third and fourth amendment to the Revolving Credit Facility; ● the third and fourth amendment to the Term Loan; ● the Wynnefield Notes, which are two unsecured promissory notes in favor of the Wynnefield Lenders. On January 9, 2023, the Company entered into the Third Revolving Credit Amendment to the Revolving Credit Agreement. The Third Revolving Credit Amendment, among other things, (i) modified the financial covenants to require that the Company achieve certain designated minimum levels of trailing twelve-month EBITDA (as defined in the Revolving Credit Agreement) as of the end of each fiscal month beginning on February 5, 2023, and ending December 31, 2023; (ii) amended the calculation of EBITDA to include (or “add back”) certain non-recurring losses and expenses incurred in connection with projects executed by the Company’s Jacksonville, Florida office, one-time costs and expenses incurred in connection with the Company’s transmission and distribution business segment start-up, non-recurring costs and expenses arising out of the implementation of a ERP system, and non-recurring costs and expenses arising out of pro forma headcount reductions implemented by the Company and certain litigation with a former executive and a competitor of the Company that was settled in the fourth quarter of 2022 (in each case, subject to certain specific dollar limits for certain fiscal quarters commencing in the second fiscal quarter of 2021 and ending December 31, 2022); (iii) provided temporary reserve relief of up to $1.0 million from the date of the Third Revolving Credit Amendment until June 30, 2023; (iv) reduced the Eligible Unbilled Receivables (as defined in the Revolving Credit Agreement) sublimit from $7.5 million to $5.5 million; (v) increased the Applicable Margin (as defined in the Revolving Credit Agreement) by 2%; and (vi) provided for an amendment fee of $0.3 million payable when the loan obligations under the Revolving Credit Agreement are repaid or, if earlier, June 30, 2023, and an exit fee of $0.3 million to be paid upon the occurrence of certain stated events, including a prepayment or maturity of the loan obligations under the Revolving Credit Agreement. Additionally, on February 21, 2023, the Company entered into the Fourth Revolving Credit Amendment. The Fourth Revolving Credit Amendment, among other things, provided for the consent of PNC to the Fourth Term Loan Amendment and incorporated into the Revolving Credit Agreement, certain of the conditions and covenants provided for in the Fourth Term Loan Amendment, including the conditions to the Delayed Draw Term Loans, the minimum liquidity covenant and the additional reporting obligations. On January 9, 2023, the Company entered into a Third Term Loan Amendment that, among other things, (i) modified the financial covenants to require that the Company achieve certain designated minimum levels of trailing twelve-month EBITDA (as defined in the Term Loan Agreement) as of the end of each fiscal month beginning on February 5, 2023, and ending December 31, 2023; (ii) amended the calculation of EBITDA to include (or “add back”) certain non-recurring losses and expenses incurred in connection with certain projects executed by the Company’s Jacksonville, Florida office, one-time costs and expenses incurred in connection with the Company’s transmission and distribution business segment start-up, non-recurring costs and expenses arising out of the implementation by the Company of a ERP system, and non-recurring costs and expenses arising out of pro forma headcount reductions implemented by the Company and certain litigation with a former executive and a competitor of the Company that was settled in the fourth quarter of 2022 (in each case, subject to certain specific dollar limits for certain fiscal quarters commencing in the second fiscal quarter of 2021 and ending December 31, 2022); (iii) adjusted the applicable interest rate to SOFR (as defined in the Term Loan Agreement) plus 11%; (iv) for each quarterly interest payment commencing January 1, 2023 through and including January 1, 2024, capped the amount of quarterly interest payable in cash at 10% per annum, with the remainder being payable in kind; (v) deferred amortization payments from the January 1, 2023 quarterly payment date until and including the January 1, 2024 quarterly payment date; (vi) increased the excess cash flow sweep from 50% to 75% for the fiscal year ending December 31, 2023 and each fiscal year thereafter; (vii) required certain additional reporting obligations, including the delivery of weekly updates of a 13-week cash flow forecast and hosting additional periodic conference calls with management and named advisors; (viii) increased, from the pre-existing levels, the permitted total leverage of the Company for the four quarter periods ended December 31, 2022 through March 31, 2024; and (ix) provided for an amendment fee equal to 1% of the principal loan balance under the Term Loan Agreement, payable in kind. On February 24, 2023, the Company entered into the Fourth Term Loan Amendment. The Fourth Term Loan Amendment provided for delayed draw term loans in an aggregate principal amount of $1.5 million, which were funded at the time the Fourth Term Loan Amendment was signed, and discretionary delayed draw term loans in an aggregate principal amount of $3.5 million, which will be funded at the lenders’ discretion (together, the “Delayed Draw Term Loans”), subject to the conditions set forth in the Term Loan Agreement, as amended by the Fourth Term Loan Amendment. In addition to interest being payable on the same basis as existing borrowings under the Term Loan Agreement, on the earlier to occur of the maturity date or the termination date of the Term Loan Agreement or any acceleration of the obligations under the Term Loan Agreement, additional interest equal to 50% of the aggregate amount of the Delayed Draw Term Loans borrowed will be payable. The Fourth Term Loan Amendment also includes a minimum liquidity covenant. The Delayed Draw Term Loans are conditioned upon, amount other things, the Company using commercially reasonable best efforts to actively receive net cash proceeds from issuances of subordinated debt or equity of at least $0.5 million on terms acceptable to EICF and the lenders under the Term Loan Agreement, continuing its publicly announced review of strategic alternatives and, subject to the exercise by the Board of Directors of the Company of its fiduciary obligations, using commercially reasonable best efforts to conduct such review in accordance with a customary indicative timeline. The Fourth Term Loan Amendment also imposed certain additional reporting obligations on the Company, including the weekly delivery of a 13-week cash flow forecast. On February 21, 2023, the Company received a $1.0 million advance pursuant to the then-existing terms of the Term Loan Agreement and, on February 24, 2023, the Company received $1.5 million principal amount related to the delayed draw term loans allowed from the Fourth Term Loan Amendment. In addition to interest being payable on the same basis as existing borrowing under the Term Loan Agreement, on the earlier to occur of the maturity date or the termination date of the Term Loan Agreement or any acceleration of the obligations under the Term Loan Agreement, additional interest equal to $0.5 million will be payable in respect of this $1.0 million advance. The Wynnefield Notes consist of (i) an Unsecured Promissory Note by and among the Company, as borrower, certain of its subsidiaries, as guarantors under a separate Guaranty Agreement, and Wynnefield Partners Small Cap Value, LP I in the aggregate principal amount of $400,000 and (ii) an Unsecured Promissory Note by and among the Company, as borrower, certain of its subsidiaries, as guarantors under a separate Guaranty Agreement, and Wynnefield Partners Small Cap Value, LP in the aggregate principal amount of $350,000. All principal and interest will be due on the maturity date of the Wynnefield Notes, which will be the earliest of (i) December 23, 2025; (ii) a change in control of the Company; (iii) a refinancing or maturity extension of either of the Term Loan Agreement or the Revolving Credit Agreement; or (iv) an acceleration following the occurrence of an event of default (as defined in the Wynnefield Notes, and which includes any default under the Term Loan Agreement or the Revolving Credit Agreement). The Wynnefield Notes bear interest at the fixed rate of (i) 8.0% per annum from the closing date; (ii) 13.0% per annum from and after the maturity date; and (iii) 13.0% per annum from and after an event of default (as defined in the Wynnefield Notes, and which includes any default under the Term Loan Agreement or the Revolving Credit Agreement). The Wynnefield Notes are subject to an aggregate exit fee of $100,000, payable upon the earlier of an event of default or payment in full of all obligations due under the Wynnefield Notes. In connection with the Wynnefield Notes, the Company, certain of its subsidiaries, the Wynnefield Lenders and the agents under each of the Revolving Credit Agreement and the Term Loan Agreement have entered into two Subordination and Intercreditor Agreements, pursuant to which the Wynnefield Lenders have agreed, on the terms and subject to the conditions set forth therein, to subordinate the Wynnefield Notes to the obligations of the Company under the Revolving Credit Agreement and the Term Loan Agreement. The Wynnefield Lenders, together with their affiliates, are the Company’s largest equity investor. Nelson Obus, a member of the Company’s Board of Directors, is a managing member of Wynnefield Capital Management, LLC, the general partner of the Wynnefield Lenders. As future advances of Delayed Draw Term Loans are discretionary on the part of our Term Loan lenders, it is possible that the Term Loan lenders may require enhanced rights or additional fees or interest before funding future advances. In certain circumstances, we may require the consent of PNC before we can agree to such terms. Such a consent from PNC, and any proposed amendments to our intercreditor agreement that might be associated with such a consent, may involve the payment of further fees and expenses by the Company to PNC and any amendments to our intercreditor agreement may require negotiations between our Term Loan lenders, PNC and the Company. A failure to procure any necessary consents or a failure to successfully negotiate such amendments to our intercreditor agreement could result in future Delayed Draw Term Loans not being available to the Company, which could have a material adverse effect on our liquidity position and our operations. The Company anticipates that enhanced rights or additional fees or interest in relation to the funding of future advances of Delayed Draw Term Loans will be forthcoming and that consent fees and related amendments to the Company’s intercreditor agreement may be requested or required by our lenders and may be agreed to by the Company in order to secure necessary funding. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation and Joint Ventures | Principles of Consolidation and Joint Ventures: 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 $1.9 million and $2.5 million as of December 31, 2022 and 2021, 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 $4.8 million and $4.6 million as of December 31, 2022 and 2021, respectively. The Company’s pro-rata share of net income from the LLC was $0.2 million and $0.7 million for the years ended December 31, 2022 and 2021, respectively, and was included in other (income) expense, net, on the consolidated statements of operations. In addition, the Company received a dividend in 2022 of $0.8 million for the period ended December 31, 2021 but did not receive a dividend for the period ended on December 31, 2022. |
Discontinued Operations | Discontinued Operations: 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. For additional information, 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 uses operating income (loss) to compare and evaluate its financial performance. For the year ended December 31, 2022, the Company earned 97.7% and 2.3% of its revenue in the U.S. and Canada, respectively. For the year ended December 31, 2021, the Company earned 88.1% and 11.9% of its revenue in the U.S. and Canada, respectively. |
Use of Estimates | Use of Estimates: |
Revenue Recognition | Revenue Recognition: 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. During the year ended December 31, 2022, the Company recognized increases in estimated costs at completion and related gross profit margins related to several projects in Jacksonville, Florida. The Company increased its prior estimates related to the costs of executing the contracts to completion, which led to a decrease in the recognized revenues to date under the percentage of completion revenue recognition methodology. As a result of these changes, net income for the year ended December 31, 2022 decreased by $7,781,220, and basic and diluted earnings per share for the year ended December 31, 2022 |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Restricted Cash | Restricted Cash: |
Accounts Receivable | Accounts Receivable: |
Property, Plant and Equipment | Property, Plant and Equipment: |
Long-Lived Assets | Long-Lived Assets: |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets: 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, the market approach and the cost approach. 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 2022. |
Cost of Revenue | Cost of Revenue: |
Warranty Costs | Warranty Costs: |
Insurance | Insurance: |
Shipping and Handling Costs | Shipping and Handling Costs: — |
Advertising Costs | Advertising Costs: |
Stock-based Compensation Expense | Stock-Based Compensation Expense: one |
Income Taxes | Income Taxes: 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 of or all 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): |
Recently Adopted Accounting Pronouncements | Adoption of New Accounting Pronouncements The Company did not implement any new accounting pronouncements during 2022. However, the Company is currently evaluating the impact of future disclosures that may arise under recent SEC proposals. |
BUSINESS AND ORGANIZATION (Tabl
BUSINESS AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS AND BASIS OF PRESENTATION | |
Reporting periods and corresponding fiscal interim periods | Reporting Interim Period Fiscal Interim Period 2022 2021 Three Months Ended March 31 January 1, 2022 to April 3, 2022 January 1, 2021 to April 4, 2021 Three Months Ended June 30 April 4, 2022 to July 3, 2022 April 5, 2021 to July 4, 2021 Three Months Ended September 30 July 4, 2022 to October 2, 2022 July 5, 2021 to October 3, 2021 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of components of lease expense | Lease Cost/(Sublease Income) (in thousands) 2022 2021 Operating lease cost $ 2,202 $ 2,263 Short-term lease cost 7,140 3,813 Sublease income (59) (20) Total lease cost $ 9,283 $ 6,056 |
Schedule of right-of use assets and lease liabilities | Lease Assets/Liabilities (in thousands) Balance Sheet Classification 2022 2021 Lease Assets Right-of-use assets Other long-term assets $ 4,223 $ 1,527 Lease Liabilities Short-term lease liabilities Other current liabilities $ 1,603 $ 1,606 Long-term lease liabilities Other long-term liabilities 3,010 511 Total lease liabilities $ 4,613 $ 2,117 |
Schedule of supplemental information | (dollars in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases $ 2,368 $ 2,433 Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,598 $ 2,020 Weighted-average remaining lease term - operating leases 5.15 years 1.36 years Weighted-average remaining lease term - finance leases 1.23 years 2.23 years Weighted-average discount rate - operating leases 9% 9% Weighted-average discount rate - finance leases 9% 9% |
Schedule of remaining lease payments under operating leases | Operating Leases Finance Leases Year Ended December 31, (in thousands) 2023 $ 1,913 $ 6 2024 1,034 1 2025 562 — 2026 435 — 2027 391 — Thereafter 1,483 — Total lease payments $ 5,818 $ 7 Less: interest (1,212) — Present value of lease liabilities $ 4,606 $ 7 |
Schedule of remaining lease payments under finance leases | Operating Leases Finance Leases Year Ended December 31, (in thousands) 2023 $ 1,913 $ 6 2024 1,034 1 2025 562 — 2026 435 — 2027 391 — Thereafter 1,483 — Total lease payments $ 5,818 $ 7 Less: interest (1,212) — Present value of lease liabilities $ 4,606 $ 7 |
CHANGES IN BUSINESS (Tables)
CHANGES IN BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued operations disposed of by sale | |
Schedule of Financial Information of Disposal Group | December 31, (in thousands) 2022 2021 Liabilities: Current liabilities of discontinued operations $ 110 $ 316 Liability for pension obligation 2,244 2,368 Liability for uncertain tax positions 1,235 1,882 Long-term liabilities of discontinued operations 3,479 4,250 Total liabilities of discontinued operations $ 3,589 $ 4,566 Year Ended December 31, (in thousands) 2022 2021 General and administrative expenses $ 3 $ 40 Loss (gain) on disposal - Electrical Solutions 17 (288) Interest expense 120 76 Income (loss) from discontinued operations before income taxes (140) 172 Income tax expense (benefit) (635) 131 Income from discontinued operations $ 495 $ 41 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT | |
Schedule of property, plant and equipment balances, by significant asset category | Estimated December 31, ($ in thousands) Useful Lives 2022 2021 Buildings and improvements 5 - 39 years $ 669 $ 495 Machinery and equipment 3 - 12 years 5,154 4,663 Furniture and fixtures 2 - 10 years 8,818 8,695 Capital lease assets 5 years 16 21 14,657 13,874 Less accumulated depreciation (13,400) (13,221) Property, plant and equipment, net $ 1,257 $ 653 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Income (loss) before income taxes | Year Ended December 31, (in thousands) 2022 2021 Domestic $ (13,741) $ (19) Foreign (481) 3,514 Income (loss) from continuing operations (14,222) 3,495 Income (loss) from discontinued operations (140) 172 Income (loss) before income tax expense $ (14,362) $ 3,667 |
Summary of income tax expense (benefit) | Year Ended December 31, (in thousands) 2022 2021 Current: Foreign $ (379) $ 922 Total current (379) 922 Deferred: Federal — (69) State 89 (192) Foreign (394) 263 Total deferred (305) 2 Income tax expense (benefit) $ (684) $ 924 |
Income tax expense (benefit) allocated between continuing operations and discontinued operations | Year Ended December 31, (in thousands) 2022 2021 Continuing operations $ (49) $ 793 Discontinued operations (635) 131 Income tax expense (benefit) $ (684) $ 924 |
Schedule of effective income tax expense rate for continuing operations | Year Ended December 31, 2022 2021 (in thousands) Amount Percent Amount Percent Tax expense computed at the maximum U.S. statutory rate $ (2,987) 21.0 % $ 734 21.0 % Difference resulting from state income taxes, net of federal income tax benefits 34 (0.2) % 151 4.3 % State tax rate difference 29 (0.2) % (211) (6.0) % Non-deductible expenses, other 271 (1.9) % 125 3.6 % APB 23 DTL (264) 1.9 % 264 7.6 % Change in net operating loss carryforward (429) 3.0 % (42) (1.2) % Change in valuation allowance 2,532 (17.8) % (660) (18.9) % Change in foreign tax credits 463 (3.3) % 359 10.3 % Other, net 302 (2.1) % 73 2.1 % Total tax expense (benefit) $ (49) 0.4 % $ 793 22.8 % |
Components of deferred income tax assets and liabilities | December 31, (in thousands) 2022 2021 Assets: Cost in excess of identifiable net assets of business acquired $ 3,684 $ 4,437 Reserves and other accruals 3,553 3,822 Tax credit carryforwards 5,241 5,754 Accrued compensation and benefits 1,635 2,077 State net operating loss carryforwards 14,496 13,493 Federal net operating loss carryforwards 51,337 47,653 Gain/loss on assets held for sale 1,457 1,457 Other 7,175 6,438 88,578 85,131 Liabilities: Indefinite life intangibles (12,445) (12,445) Property and equipment (599) (473) Net deferred tax assets 75,534 72,213 Valuation allowance for net deferred tax assets (77,802) (74,655) Net deferred tax liability after valuation allowance $ (2,268) $ (2,442) |
Reconciliation of unrecognized tax benefits | Year Ended December 31, (in thousands) 2022 2021 Unrecognized tax benefits on January 1 $ 2,847 $ 2,861 Reductions to unrecognized tax benefits from lapse of statutes of limitations (298) (14) Unrecognized tax benefits on December 31 $ 2,549 $ 2,847 Unrecognized tax benefits from discontinued operations on December 31 $ 699 $ 964 Unrecognized tax benefits from continuing operations on December 31 1,850 1,883 $ 2,549 $ 2,847 |
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 2017 to Present China None 2014 to 2017 Canada None 2020 to Present |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
REVENUE. | |
Schedule of disaggregation of revenue | Disaggregated revenue by type of contract was as follows. Year Ended December 31, (in thousands) 2022 2021 Cost-plus reimbursement contracts $ 186,919 $ 258,823 Fixed-price contracts 51,200 46,123 Total $ 238,119 $ 304,946 Disaggregated revenue by the geographic area where the work was performed was as follows: Year Ended December 31, (in thousands) 2022 2021 United States $ 232,605 $ 268,726 Canada 5,514 36,220 Total $ 238,119 $ 304,946 |
Costs and estimated earnings in excess of billings or billings in excess of costs and estimated earnings | December 31, (in thousands) 2022 2021 Costs incurred on uncompleted contracts $ 231,071 $ 273,520 Earnings recognized on uncompleted contracts 7,049 31,426 Total 238,120 304,946 Less—billings to date (231,550) (295,675) Net $ 6,570 $ 9,271 Contract assets $ 12,812 $ 12,683 Contract liabilities (6,242) (3,412) Net $ 6,570 $ 9,271 |
Schedule of transaction price allocated to the remaining performance obligations | (in thousands) 2023 2024 Thereafter Total Cost plus $ 137,527 $ 52,898 $ 101,469 $ 291,894 Lump sum 41,061 248 - 41,309 Total $ 178,588 $ 53,146 $ 101,469 $ 333,203 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
Schedule of debt | December 31, (in thousands) 2022 2021 Revolving Credit Facility $ 17,399 $ 676 Current portion of Term Loan - 1,050 Current debt $ 17,399 $ 1,726 Term Loan $ 25,282 $ 32,900 Unamortized debt discount from refinancing (591) (791) Unamortized deferred financing costs (1,331) (1,781) Long-term debt, net $ 23,360 $ 30,328 Total debt, net $ 40,759 $ 32,054 |
Summary of maturity of the closing date term loans | December 31, (in thousands) 2023 $ - 2024 1,312 2025 23,970 Total $ 25,282 |
Schedule of deferred financing costs amortized to Interest Expense | December 31, (in thousands) 2022 2021 Term loan $ 450 $ 450 Debt discount 200 200 Revolving credit facility 381 381 Total $ 1,031 $ 1,031 |
Schedule of unamortized deferred financing costs | December 31, (in thousands) Location 2022 2021 Term Loan Long-term debt, net $ 1,331 $ 1,781 Debt discount Long-term debt, net 591 791 Revolving Credit Facility Other long-term assets 1,128 1,509 Total $ 3,050 $ 4,081 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per common share | Year Ended December 31, (in thousands, except share data) 2022 2021 Income (loss) from continuing operations $ (14,173) $ 2,702 Basic income (loss) per common share: Weighted average common shares outstanding 26,032,960 25,506,748 Basic income (loss) per common share $ (0.54) $ 0.11 Diluted income (loss) per common share: Weighted average common shares outstanding 26,032,960 25,506,748 Diluted effect: Unvested portion of restricted stock units and awards — 630,896 Weighted average diluted common shares outstanding 26,032,960 26,137,644 Diluted income (loss) per common share $ (0.54) $ 0.10 |
Schedule anti-dilutive potentially outstanding shares were not included in the calculation of diluted earnings (loss) per share | Year Ended December 31, 2022 2021 Unvested service-based restricted stock and restricted stock unit awards 535,051 — Unvested performance- and market-based restricted stock unit awards 643,784 765,857 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Service-based Restricted stock unit awards | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units on December 31, 2021 885,800 $ 1.37 Granted 658,484 1.92 Vested (463,502) 2.57 Forfeited (102,321) 2.42 Unvested restricted stock and restricted stock units on December 31, 2022 978,461 $ 2.22 |
Market-based vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock units on December 31, 2021 369,525 $ 1.73 Vested (185,265) 1.82 Forfeited (184,260) 1.63 Unvested restricted stock units on December 31, 2022 — $ — |
Performance Vesting | |
Summary of unvested restricted stock award activity | Weighted-Average Grant Date Shares Fair Value per Share Unvested restricted stock and restricted stock units on December 31, 2021 547,133 $ 3.68 Granted 733,195 1.98 Forfeited (636,545) 3.46 Unvested restricted stock and restricted stock units on December 31, 2022 643,783 $ 2.03 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EMPLOYEE BENEFIT PLANS. | |
Summary of plan information relating to participation in multiemployer pension plans | Expiration Pension Rehab Plan ($ in thousands) Date of Protection Act status Contributions by Collective EIN/Pension Zone Status Pending/ the Company Surcharge Bargaining Pension Fund Plan Number 2022 2021 Implemented 2022 2021 Imposed Agreement Notes Boilermaker-Blacksmith National Pension Trust 48-6168020 001 Green Endangered Funding Improve 2,194 4,263 No (8) Annual Agreements - Automatic Renewal 3,4,6,9 IBEW Local 1579 Pension Plan 58-1254974 001 Green Green 1,337 1,239 No (8) Agreement through end of Job 2, 3, 6, 9, 10 National Asbestos Workers Pension Plan 52-6038497 001 Critical Critical Rehab Plan 2019 1,091 1,258 No (7) Annual Agreements-Automatic Renewal 2, 3, 9, 10 Excavators Union Local 731 Pension Fund 13-1809825 002 Green Green 786 523 No (8) Annual Agreements-Automatic Renewal 6 National Electrical Benefits Fund 53-0181657 001 Green Green 456 578 No (8) Multiple Agreements 10 Central Pension Fund of the IUOE and Participating Employers 36-6052390 001 Green Green 380 366 No (8) Multiple Agreements 3, 11 Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 001 Endangered Endangered Funding Improve 376 512 No (8) Annual Agreements-Automatic Renewal 2, 3, 5, 10 Laborers National Pension Fund 75-1280827 001 Critical Critical Rehab Plan 372 417 No (7) Multiple Agreements 1, 2, 3, 5, 9, 10 New Jersey Building Laborers Statewide Pension Fund 22-6077693 001 Critical Critical Rehab Plan 356 1,340 No (7) Annual Agreements-Automatic Renewal 3 Southern Ironworkers Pension Plan 59-6227091 001 Green Green 355 270 No (8) Agreement through end of Job 2, 3, 4, 5, 9, 10 United Association National Pension Fund 52-6152779 001 Green Endangered Funding Improve 341 315 No (7) Multiple Agreements 9 Connecticut laborers Pension Plan 06-6044348 001 Green Green 228 37 No (8) CBA (Expires 03/31/23) 2, 3, 4, 5, 9, 10 Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan 62-6098036 001 Green Green 225 316 No (8) Annual Agreements-Automatic Renewal 9, 11 IUPAT Industry Pension Plan 52-6073909 001 Critical Seriously Endangered Rehab Plan 184 184 No (8) Multiple Agreements 3, 11 Iron Workers Local No. 402 Pension Trust 59-6227518 001 Critical Critical Rehab Plan 124 47 No (8) Annual Agreements-Automatic Renewal 10, 11 IUOE Local 478 Pension Fund 06-0733831 001 Green Green 108 29 No (8) CBA (Expires 03/31/23) 3 Pavers and Road Builders District Council Pension Fund 13-1990171 074 Green Green 104 62 No (8) Annual Agreements-Automatic Renewal 4, 11 Central States, Southeast, and Southwest Pension Fund 36-6044243 001 Critical & Declining Critical & Declining Rehab Plan 104 103 No (8) Multiple Agreements 4, 11 All Others 1,437 3,983 Total 10,558 15,842 (1) Defined Benefit Plans for Unions employed through the GPPMA agreement for St. Lucie and Turkey Point. (2) Defined Benefit Plans for Unions employed through the Southern Company Power Maintenance & Modification Agreement. The Southern Company SCMMA expires 07/31/2026 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, LaSalle, Byron, Quad Cities, Peach Bottom, Limerick, Ginna, Point Beach, Waterford III, Salem/Hope Creek and DC Cook Nuclear Plants (Holtec). Also work under Decommissioning Agreement at Oyster Creek and Pilgrim (CDI). (10) Defined Benefit Plans for Unions employed through the Nuclear Power Construction Agreement. The Nuclear Power Construction Agreement is for new work at Vogtle and runs through the duration of the project. (11) The status of this plan had not been issued as of the date of filing this Form 10-K. A plan in green status with a calendar year has the option to issue its Annual Funding Notice in March or April of the subsequent year . |
MAJOR CUSTOMERS AND CONCENTRA_2
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts receivable | Credit Concentration Risk | |
Major customers and concentration of credit risk | |
Schedule of customers as a percentage of consolidated amounts | December 31, Customer 2022 2021 Southern Nuclear Operating Company 42% 16% Con Edison 12% * Tennessee Valley Authority * 18% Bruce Power * 17% Comprehensive Decommissioning International * 10% All others 46% 39% Total 100% 100% *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 2022 2021 Southern Nuclear Operating Company 23% 16% GUBMK 14% 11% Tennessee Valley Authority 10% 11% Richmond County Constructors, LLC ("RCC") 10% * Bruce Power * 12% Comprehensive Decommissioning International * 10% All others 43% 40% Total 100% 100% *Less than 10% |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
OTHER SUPPLEMENTAL INFORMATION | |
Schedule of other current assets | December 31, (in thousands) 2022 2021 Unamortized commercial insurance premiums $ 2,611 $ 2,389 Security deposits - real estate 1,978 1,978 Prepaid expenses 1,511 1,136 Sales tax receivable - Canada 6 4,866 Other current assets 152 680 Total $ 6,258 $ 11,049 |
Schedule of other current liabilities | December 31, (in thousands) 2022 2021 Accrued job cost $ 2,136 $ 2,433 Short-term lease liability 1,603 1,606 Cloud computing software liability 692 - Stock Compensation 493 938 Legal fees 145 113 Sales tax payable - Canada - 5,135 Other current liabilities 641 792 Total $ 5,710 $ 11,017 |
Schedule of other long-term assets | December 31, (in thousands) 2022 2021 Right-of-use lease assets $ 4,223 $ 1,527 Equity method investment in RCC 1,868 2,521 Unamortized Debt Issuance Cost 1,128 1,509 Unamortized software subscriptions 757 — Other long-term assets 299 155 Total $ 8,275 $ 5,712 |
Schedule of other long-term liabilities | December 31, (in thousands) 2022 2021 Long-term lease liability $ 3,010 $ 511 Liability for uncertain tax positions (with interest and penalty) 1,115 1,136 Other long-term liabilities 800 - Total $ 4,925 $ 1,647 |
Schedule of disaggregated long-lived assets by the geographic area | December 31, (in thousands) 2022 2021 United States $ 56,170 $ 52,669 Canada 134 86 Total $ 56,304 $ 52,755 |
LIQUIDITY (Details)
LIQUIDITY (Details) | 12 Months Ended | ||||
Feb. 24, 2023 USD ($) | Aug. 03, 2022 USD ($) | Dec. 31, 2022 USD ($) item | Jan. 09, 2023 USD ($) | Dec. 16, 2020 USD ($) | |
Loss Contingencies [Line Items] | |||||
Number of Unsecured Promissory Notes | item | 2 | ||||
Term loan | |||||
Loss Contingencies [Line Items] | |||||
Repayment of debt | $ 8,100,000 | ||||
Number of Amendments to Debt Agreement | item | 2 | ||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Term loan | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Aggregate principal amount | $ 1,500,000 | ||||
Revolving Credit Facility | |||||
Loss Contingencies [Line Items] | |||||
Number of Amendments to Debt Agreement | item | 2 | ||||
Amendment of Revolving Credit Facility | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Exit fee | 300,000 | ||||
Delayed Draw Term Loan Facility | |||||
Loss Contingencies [Line Items] | |||||
Maximum borrowing capacity | $ 15,000,000 | ||||
Delayed Draw Term Loan Facility | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Maximum borrowing capacity | $ 1,500,000 | ||||
Aggregate principal amount | $ 3,500,000 | ||||
Debt Instrument, Additional Interest Rate | 50% | ||||
Delayed Draw Term Loan Tranche Two [Member] | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Maximum borrowing capacity | $ 3,500,000 | ||||
Unsecured Promissory Notes [Member] | Wynnefield Partners Small Cap Value, LP I [Member] | |||||
Loss Contingencies [Line Items] | |||||
Aggregate principal amount | $ 400,000 | ||||
Unsecured Promissory Notes [Member] | Wynnefield Lenders [Member] | |||||
Loss Contingencies [Line Items] | |||||
Aggregate principal amount | $ 350,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Equity method investment | $ 1,868,000 | $ 2,521,000 | ||
Accounts receivable, net | 31,033,000 | 35,204,000 | ||
Cash and cash equivalents deposited with financial institutions | 963,000 | 2,950,000 | $ 9,184,000 | |
Net Income Loss, Increase (Decrease) | $ 7,781,220 | |||
Earnings Per Share, Basic, Increase (Decrease) | $ 0.30 | |||
Earnings Per Share, Diluted, Changes | $ 0.30 | |||
Restricted Cash | ||||
Restricted cash | $ 468,000 | $ 468,000 | ||
LLC [Member] | ||||
Equity method investment, ownership percentage | 25% | |||
Minimum | ||||
Vesting period | 1 year | |||
Maximum | ||||
Product warranty term | 2 years | |||
Vesting period | 3 years | |||
U.S. | ||||
Percentage of revenue | 97.70% | 88.10% | ||
Cash and cash equivalents deposited with financial institutions | $ 300,000 | |||
Canada | ||||
Percentage of revenue | 2.30% | 11.90% | ||
Cash and cash equivalents deposited with financial institutions | $ 200,000 | |||
Collateral for Letter of Credit and Credit Card Obligations | ||||
Restricted Cash | ||||
Restricted cash | 500,000 | $ 500,000 | ||
Other Noncurrent Assets | ||||
Equity method investment | 1,900,000 | 2,500,000 | ||
Equity Method Investee | ||||
Accounts receivable, net | 4,800,000 | 4,600,000 | ||
Net income | $ 200,000 | 700,000 | ||
Dividends received | $ 800,000 |
LEASES (Details)
LEASES (Details) - USD ($) | 12 Months Ended | ||
Sep. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Leases contain renewal options | true | ||
Lease agreement term | 10 years | ||
Lease Liabilities | $ 3,300,000 | ||
Lease liability payment due | $ 2,200,000 | ||
Sublease income | $ 59,000 | $ 20,000 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 10 years |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Components of lease expense: | ||
Operating lease cost | $ 2,202,000 | $ 2,263,000 |
Short-term lease cost | 7,140,000 | 3,813,000 |
Sublease income | (59,000) | (20,000) |
Total lease cost | $ 9,283,000 | $ 6,056,000 |
LEASES - Right-of use Assets an
LEASES - Right-of use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
LEASES | ||
Right-of-use assets | $ 4,223 | $ 1,527 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Short-term lease liabilities | $ 1,603 | $ 1,606 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Long-term lease liabilities | $ 3,010 | $ 511 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total lease liabilities | $ 4,613 | $ 2,117 |
LEASES - Supplemental Informati
LEASES - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
LEASES | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash used by operating leases | $ 2,368 | $ 2,433 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 4,598 | $ 2,020 |
Weighted-average remaining lease term - operating leases | 5 years 1 month 24 days | 1 year 4 months 9 days |
Weighted-average remaining lease term - finance leases | 1 year 2 months 23 days | 2 years 2 months 23 days |
Weighted-average discount rate - operating leases | 9% | 9% |
Weighted-average discount rate - finance leases | 9% | 9% |
LEASES - Remaining Lease Paymen
LEASES - Remaining Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating leases maturities: | |
2023 | $ 1,913 |
2024 | 1,034 |
2025 | 562 |
2026 | 435 |
2027 | 391 |
Thereafter | 1,483 |
Total lease payments | 5,818 |
Less: interest | (1,212) |
Present value of lease liabilities | $ 4,606 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current, Other Liabilities, Noncurrent |
Finance leases maturities: | |
2023 | $ 6 |
2024 | 1 |
Total lease payments | 7 |
Present value of lease liabilities | $ 7 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current, Other Liabilities, Noncurrent |
CHANGES IN BUSINESS - Discontin
CHANGES IN BUSINESS - Discontinued Operation and Disposition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
May 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 11, 2018 | |
Liabilities: | ||||
Current liabilities of discontinued operations | $ 110 | $ 316 | ||
Long-term liabilities of discontinued operations | 3,479 | 4,250 | ||
Income (loss) before income taxes | ||||
Interest expense, net | 5,509 | 5,001 | ||
Income (loss) from discontinued operations before income tax | (140) | 172 | ||
Income tax expense (benefit) | (635) | 131 | ||
Income from discontinued operations | 495 | 41 | ||
Electrical Solutions And Mechanical Solutions | ||||
Assets and liabilities | ||||
Assets of discontinued operations | 0 | |||
Discontinued operations, disposed of by means other than sale | Electrical Solutions | Pension | ||||
Liabilities: | ||||
Liability for pension obligation | $ 2,900 | |||
Decrease in liability for pension obligation | $ 300 | |||
Income (loss) before income taxes | ||||
Loss (gain) on disposal - Electrical Solutions | $ 300 | |||
Discontinued operations disposed of by sale | Electrical Solutions And Mechanical Solutions | ||||
Liabilities: | ||||
Current liabilities of discontinued operations | 110 | 316 | ||
Liability for pension obligation | 2,244 | 2,368 | ||
Liability for uncertain tax positions | 1,235 | 1,882 | ||
Long-term liabilities of discontinued operations | 3,479 | 4,250 | ||
Total liabilities of discontinued operations | 3,589 | 4,566 | ||
Income (loss) before income taxes | ||||
Loss (gain) on disposal - Electrical Solutions | (17) | 288 | ||
General and administrative expenses | 3 | 40 | ||
Interest expense, net | 120 | 76 | ||
Income (loss) from discontinued operations before income tax | (140) | 172 | ||
Income tax expense (benefit) | (635) | 131 | ||
Income from discontinued operations | 495 | $ 41 | ||
Discontinued operations, held-for-sale or disposed of by sale | Electrical Solutions | ||||
Income (loss) before income taxes | ||||
Loss (gain) on disposal - Electrical Solutions | $ 300 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | ||
Capital lease assets | $ 16 | $ 21 |
Property, plant and equipment, gross | 14,657 | 13,874 |
Less accumulated depreciation | (13,400) | (13,221) |
Property, plant and equipment, net | 1,257 | 653 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment, gross | $ 669 | 495 |
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 | $ 5,154 | 4,663 |
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 | $ 8,818 | $ 8,695 |
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 | |
Capital Lease Assets | ||
Property, Plant and Equipment | ||
Estimated Useful Lives | 5 years |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY, PLANT AND EQUIPMENT | ||
Depreciation expense | $ 200 | $ 200 |
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, 2022 | Dec. 31, 2021 | |
Goodwill impairment | $ 0 | $ 0 |
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, 2022 | Dec. 31, 2021 | |
Income before income taxes | ||
Domestic | $ (13,741) | $ (19) |
Foreign | (481) | 3,514 |
Income (loss) from continuing operations before income tax expense | (14,222) | 3,495 |
Income (loss) from discontinued operations | (140) | 172 |
Income before income tax expense | $ (14,362) | $ 3,667 |
INCOME TAXES - Expense by Juris
INCOME TAXES - Expense by Jurisdiction Table 2 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Foreign | $ (379) | $ 922 |
Total current | (379) | 922 |
Deferred: | ||
Federal | (69) | |
State | 89 | (192) |
Foreign | (394) | 263 |
Total deferred | (305) | 2 |
Income tax expense (benefit) | $ (684) | $ 924 |
INCOME TAXES - Continuing and D
INCOME TAXES - Continuing and Discontinued Operations Table 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | ||
Continuing operations | $ (49) | $ 793 |
Discontinued Operations | (635) | 131 |
Income tax expense (benefit) | $ (684) | $ 924 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rate Reconciliation Table 4 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Amount | ||
Tax expense (benefit) computed at the maximum U.S. statutory rate, amount | $ (2,987) | $ 734 |
Difference resulting from state income taxes, net of federal income tax benefits, amount | 34 | 151 |
State tax rate difference | 29 | (211) |
Non-deductible expenses, other, amount | 271 | 125 |
APB 23 DTL | (264) | 264 |
Change in net operating loss carryforward, amount | (429) | (42) |
Change in valuation allowance, amount | 2,532 | (660) |
Change in foreign tax credits, amount | 463 | 359 |
Other, net, amount | 302 | 73 |
Total tax expense | $ (49) | $ 793 |
Effective Income Tax Rate Reconciliation, Percent | ||
Tax expense (benefit) computed at the maximum U.S. statutory rate, as a percent | 21% | 21% |
Difference resulting from state income taxes, net of federal income tax benefits, percentage | (0.20%) | 4.30% |
State tax rate difference, percentage | (0.20%) | (6.00%) |
Non-deductible expenses, other, percentage | (1.90%) | 3.60% |
APB 23 DTL, percentage | 1.90% | 7.60% |
Change in net operating loss carryforward, percentage | 3% | (1.20%) |
Change in valuation allowance, percentage | (17.80%) | (18.90%) |
Change in foreign tax credits, percentage | (3.30%) | 10.30% |
Other, net, percentage | (2.10%) | 2.10% |
Total tax expense, percentage | 0.40% | 22.80% |
INCOME TAXES - Deferred Income
INCOME TAXES - Deferred Income Tax Assets and Liabilities Table 5 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets: | ||
Cost in excess of identifiable net assets of business acquired | $ 3,684 | $ 4,437 |
Reserves and other accruals | 3,553 | 3,822 |
Tax credit carryforwards | 5,241 | 5,754 |
Accrued compensation and benefits | 1,635 | 2,077 |
State net operating loss carryforwards | 14,496 | 13,493 |
Federal net operating loss carryforwards | 51,337 | 47,653 |
Gain/loss on assets held for sale | 1,457 | 1,457 |
Other | 7,175 | 6,438 |
Total | 88,578 | 85,131 |
Liabilities: | ||
Indefinite life intangibles | (12,445) | (12,445) |
Property and equipment | (599) | (473) |
Net deferred tax assets | 75,534 | 72,213 |
Valuation allowance for net deferred tax assets | (77,802) | (74,655) |
Net deferred tax liability after valuation allowance | $ (2,268) | $ (2,442) |
Statutory tax rate (as a percent) | 21% | 21% |
Increase in valuation allowance | $ 3,100 | |
Amount of future financial taxable income needed to realize deferred tax assets | $ 306,600 |
INCOME TAXES - NOL and Tax Cred
INCOME TAXES - NOL and Tax Credit Carryforwards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating Loss Carryforwards | |
Percentage of post 2017 NOLs, deductible | 80% |
Federal. | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 242.8 |
Federal. | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 01, 2026 |
Federal. | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2037 |
State | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 291 |
State | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 01, 2023 |
State | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2042 |
Foreign | |
Operating Loss Carryforwards | |
Operating loss carryforwards | $ 5.2 |
Expiration date | Dec. 31, 2027 |
Tax credit carryforward | $ 4.1 |
Foreign | Minimum | |
Operating Loss Carryforwards | |
Expiration date | Jan. 01, 2023 |
Foreign | Maximum | |
Operating Loss Carryforwards | |
Expiration date | Dec. 31, 2027 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowances and Unremitted Earnings Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance | ||
Deferred income tax liabilities related to indefinite-lived intangibles | $ 12,445 | $ 12,445 |
Income Tax Expense (Benefit) | (49) | 793 |
Deferred tax liability, undistributed foreign earnings | 300 | |
Valuation allowance for net deferred tax assets | (77,802) | $ (74,655) |
Canada. | ||
Valuation Allowance | ||
Income Tax Expense (Benefit) | 100 | |
Deferred tax liability, undistributed foreign earnings | $ 100 | |
United States-Canada treaty rate | 5% | |
Undistributed earnings repatriated by Canadian subsidiary | $ 4,100 | |
Additional repatriation to be made within next 12 months | $ 1,000 |
INCOME TAXES - Uncertain Tax Po
INCOME TAXES - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | $ 2,847 | $ 2,861 |
Reductions to unrecognized tax benefits from lapse of statutes of limitations | (298) | (14) |
Unrecognized tax benefits at December 31 | 2,549 | 2,847 |
Unrecognized tax benefits that would affect the effective tax rate | 100 | 100 |
Maximum uncertain tax positions expected to lapse in 2022 | 300 | |
Interest and penalties related to uncertain income tax positions | 1,100 | 1,500 |
Deferred federal employer payroll taxes, coronavirus aid, relief and economic security act | 4,900 | |
Continuing Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 1,883 | |
Unrecognized tax benefits at December 31 | 1,850 | 1,883 |
Discontinued Operations | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Unrecognized tax benefits at January 1 | 964 | |
Unrecognized tax benefits at December 31 | $ 699 | $ 964 |
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 | 2017 | |
Minimum | Canada. | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2020 | |
Minimum | China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2014 | |
Maximum | China | ||
Reconciliation of the total amounts of unrecognized tax benefits | ||
Open tax years for examination | 2017 |
REVENUE - Disaggregation of rev
REVENUE - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of revenue | ||
Revenue | $ 238,119 | $ 304,946 |
U.S. | ||
Disaggregation of revenue | ||
Revenue | 232,605 | 268,726 |
Canada | ||
Disaggregation of revenue | ||
Revenue | 5,514 | 36,220 |
Cost-plus reimbursement contracts | ||
Disaggregation of revenue | ||
Revenue | 186,919 | 258,823 |
Fixed-price contracts | ||
Disaggregation of revenue | ||
Revenue | $ 51,200 | $ 46,123 |
REVENUE - Contract assets and t
REVENUE - Contract assets and the contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in the contract assets and the contract liabilities | ||
Costs incurred on uncompleted contracts | $ 231,071 | $ 273,520 |
Earnings recognized on uncompleted contracts | 7,049 | 31,426 |
Total | 238,120 | 304,946 |
Less - billings to date | (231,550) | (295,675) |
Net | 6,570 | 9,271 |
Contract assets | 12,812 | 12,683 |
Contract liabilities | (6,242) | $ (3,412) |
Revenue recognized from contracts in progress liability balance at September 30, 2022 | 3,400 | |
Revenue recognized from contracts in progress liability balance at December 31, 2020 | $ 3,300 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Transaction price allocated to the remaining performance obligations | |
Nuclear Decommissioning, Backlog Excluding Lost Contracts | $ 333,200 |
Remaining performance obligation | 333,203 |
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 | $ 178,588 |
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 | $ 53,146 |
Expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 101,469 |
Expected timing of satisfaction | 1 year |
Cost-plus reimbursement contracts | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | $ 291,894 |
Cost-plus reimbursement contracts | 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 | 137,527 |
Cost-plus reimbursement contracts | 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 | 52,898 |
Cost-plus reimbursement contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | 101,469 |
Fixed-price contracts | |
Transaction price allocated to the remaining performance obligations | |
Remaining performance obligation | 41,309 |
Fixed-price contracts | 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 | 41,061 |
Fixed-price contracts | 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 | $ 248 |
DEBT (Details)
DEBT (Details) - USD ($) | 12 Months Ended | |||||||||
Jun. 30, 2023 | Feb. 24, 2023 | Feb. 21, 2023 | Jan. 09, 2023 | Jan. 01, 2023 | Aug. 03, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 08, 2023 | Dec. 16, 2020 | |
Debt | ||||||||||
Current portion of term loan | $ 1,050,000 | |||||||||
Current debt | $ 17,399,000 | 1,726,000 | ||||||||
Term loan, noncurrent portion of long-term debt | 25,282,000 | 32,900,000 | ||||||||
Debt discount | (200,000) | (200,000) | ||||||||
Debt discount | 200,000 | 200,000 | ||||||||
Unamortized deferred financing fees | (3,050,000) | (4,081,000) | ||||||||
Long-term debt, net | 23,360,000 | 30,328,000 | ||||||||
Total debt, net | 40,759,000 | 32,054,000 | ||||||||
Amounts drawn upon letters of credit | 0 | |||||||||
Cash collateral for letters of credit | 1,500,000 | |||||||||
Amortization of deferred financing costs | 831,000 | 831,000 | ||||||||
Amortization of deferred financing costs excluding those costs written off upon extinguishment of debt. | 1,031,000 | 1,031,000 | ||||||||
Scheduled maturities of the New Centre Lane Facility | ||||||||||
Total | 25,282,000 | 32,900,000 | ||||||||
Debt Instrument, Exit Fees Payable | $ 100,000 | |||||||||
Period From Closing Date [Member] | ||||||||||
Debt | ||||||||||
Term loan, interest rate | 8% | |||||||||
Period From and After An Event of Default [Member] | ||||||||||
Debt | ||||||||||
Term loan, interest rate | 13% | |||||||||
Period From and After The Maturity Date [Member] | ||||||||||
Debt | ||||||||||
Term loan, interest rate | 13% | |||||||||
Long-term debt, net | ||||||||||
Debt | ||||||||||
Debt discount | $ (591,000) | (791,000) | ||||||||
Term Loan Facility | ||||||||||
Debt | ||||||||||
Interest rate percentage (as a percent) | 2% | |||||||||
Threshold excess cash flow | $ 500,000 | |||||||||
Term Loan Facility | Minimum | ||||||||||
Debt | ||||||||||
Outstanding principal that can be prepaid in whole or in part | 1,000,000 | |||||||||
Revolving Credit Facility | ||||||||||
Debt | ||||||||||
Cash collateral for letters of credit | 400,000 | |||||||||
Amortization of deferred financing costs | 381,000 | 381,000 | ||||||||
Revolving Credit Facility. | Minimum | ||||||||||
Debt | ||||||||||
Required minimum prepayment amount | 0 | |||||||||
Term loan | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||
Term loan, periodic principal repayment | $ 300,000 | |||||||||
Reduction in term loan | 8,400,000 | |||||||||
Current portion of term loan | 1,050,000 | |||||||||
Unamortized deferred financing fees | (1,331,000) | (1,781,000) | ||||||||
Total debt, net | 25,100,000 | $ 25,300,000 | ||||||||
Repayment of debt | 8,100,000 | |||||||||
Interest rate on letters of credit issued under the revolving letter of credit sublimit | 11% | |||||||||
Amortization of deferred financing costs excluding those costs written off upon extinguishment of debt. | $ 450,000 | |||||||||
Payments of financing costs | $ 200,000 | |||||||||
Debt instrument provision percentage | 1% | |||||||||
Debt Instrument provision percentage year one | 3% | |||||||||
Debt Instrument provision percentage year two | 2% | |||||||||
Debt Instrument provision percentage year three | 1% | |||||||||
Interest Payable | $ 500,000 | |||||||||
Proceeds from Long-Term Lines of Credit | 1,000,000 | |||||||||
Debt Instrument, Increase, Accrued Interest | $ 200,000 | |||||||||
Term loan | Arbitration relating to restatement of financial statements | Other income | ||||||||||
Debt | ||||||||||
Payments of financing costs | $ 8,100,000 | |||||||||
Term loan | If Total Leverage Ratio is Greater Than 3.00 | ||||||||||
Debt | ||||||||||
Interest rate if required threshold leverage ratio is maintained | 50% | |||||||||
Term loan | If Total Leverage Ratio is Equal to or Less Than 3.00 and Greater Than 2.00 | ||||||||||
Debt | ||||||||||
Interest rate if required threshold leverage ratio is maintained | 25% | |||||||||
Term loan | Minimum | ||||||||||
Debt | ||||||||||
Threshold total leverage ratio under debt instrument | 2.50 | |||||||||
Term loan | Minimum | If Total Leverage Ratio is Greater Than 3.00 | ||||||||||
Debt | ||||||||||
Threshold total leverage ratio under debt instrument | 3 | |||||||||
Term loan | Minimum | If Total Leverage Ratio is Equal to or Less Than 3.00 and Greater Than 2.00 | ||||||||||
Debt | ||||||||||
Threshold total leverage ratio under debt instrument | 2 | |||||||||
Term loan | Maximum | ||||||||||
Debt | ||||||||||
Number of days within which obligations must be prepaid subject to thresholds (in days) | 120 days | |||||||||
Default spread on interest rate (as a percent) | 2.50% | |||||||||
Term loan | Long-term debt, net | ||||||||||
Debt | ||||||||||
Unamortized deferred financing fees | $ (1,331,000) | (1,781,000) | ||||||||
Term loan | Base Rate loans | ||||||||||
Debt | ||||||||||
Interest rate percentage (as a percent) | 9% | |||||||||
Term loan | SOFR | ||||||||||
Debt | ||||||||||
Interest rate percentage (as a percent) | 8.50% | |||||||||
Term loan | SOFR | Minimum | ||||||||||
Debt | ||||||||||
Floor rate (as a percent) | 1% | |||||||||
Term loan | Revolving Credit Facility | ||||||||||
Debt | ||||||||||
Debt discount | $ (591,000) | (791,000) | ||||||||
Term loan | Subsequent Event | ||||||||||
Debt | ||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||
Interest Payable | 500,000 | |||||||||
Proceeds from Long-Term Lines of Credit | $ 1,000,000 | |||||||||
Scheduled maturities of the New Centre Lane Facility | ||||||||||
Debt Instrument, Amendment Fee | 1% | |||||||||
Term loan | Subsequent Event | SOFR | ||||||||||
Debt | ||||||||||
Interest rate, payable in cash (as a percent) | 10% | |||||||||
Interest rate percentage (as a percent) | 11% | |||||||||
Debt Instrument, Excess Cash Flow Sweep, Percentage | 75% | 50% | ||||||||
Closing Date Term Loan | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | 35,000,000 | |||||||||
Term loan, noncurrent portion of long-term debt | 25,282,000 | |||||||||
Scheduled maturities of the New Centre Lane Facility | ||||||||||
2024 | 1,312,000 | |||||||||
2025 | 23,970,000 | |||||||||
Total | 25,282,000 | |||||||||
Delayed Draw Term Loan Facility | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | 15,000,000 | |||||||||
Delayed Draw Term Loan Facility | Subsequent Event | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 1,500,000 | |||||||||
Aggregate principal amount | $ 3,500,000 | |||||||||
Proceeds from Long-Term Lines of Credit | $ 1,500,000 | |||||||||
Debt Instrument, Additional Interest Rate | 50% | |||||||||
Debt Instrument, Covenant, Minimum Proceeds From Issuance of Debt And Equity | $ 500,000 | |||||||||
Delayed Draw Term Loan Tranche Two [Member] | Subsequent Event | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 3,500,000 | |||||||||
Senior Secured Asset-Based Revolving Line Of Credit | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 30,000,000 | |||||||||
Current debt | 17,400,000 | |||||||||
Total liquidity | 3,800,000 | |||||||||
Closing fee under the line of credit facility | $ 200,000 | |||||||||
Unused line fee (as a percent) | 0.25% | |||||||||
Collateral monitoring fee | $ 2,500 | |||||||||
Early termination fee | 2% | |||||||||
Senior Secured Asset-Based Revolving Line Of Credit | If Early Termination Occurs on or Prior to First Anniversary of Closing Date | ||||||||||
Debt | ||||||||||
Early termination fee | 1% | |||||||||
Senior Secured Asset-Based Revolving Line Of Credit | If Early Termination Occurs After First Anniversary of Closing Date | ||||||||||
Debt | ||||||||||
Fronting fee | 0.25% | |||||||||
Senior Secured Asset-Based Revolving Line Of Credit | Other Noncurrent Assets | ||||||||||
Debt | ||||||||||
Unamortized deferred financing fees | $ (1,128,000) | (1,509,000) | ||||||||
Senior Secured Asset-Based Revolving Line Of Credit | Base Rate loans | ||||||||||
Debt | ||||||||||
Interest rate percentage (as a percent) | 1.25% | |||||||||
Senior Secured Asset-Based Revolving Line Of Credit | SOFR | ||||||||||
Debt | ||||||||||
Interest rate percentage (as a percent) | 2.25% | |||||||||
Floor rate (as a percent) | 1% | |||||||||
Senior Secured Asset-Based Revolving Line Of Credit | Canadian Dollar Offered Rate | ||||||||||
Debt | ||||||||||
Floor rate (as a percent) | 1% | |||||||||
Default spread on interest rate (as a percent) | 2% | |||||||||
Swing Loan Member | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | $ 3,000,000 | |||||||||
Letters of credit | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | 2,000,000 | |||||||||
Canadian Dollar Loans | ||||||||||
Debt | ||||||||||
Maximum borrowing capacity | 5,000,000 | |||||||||
Revolving Credit Facility | ||||||||||
Debt | ||||||||||
Outstanding borrowings | 500,000 | |||||||||
Revolving Credit Facility. | ||||||||||
Debt | ||||||||||
Current debt | 17,399,000 | 676,000 | ||||||||
New Centre Lane Facility | ||||||||||
Debt | ||||||||||
Amortization of deferred financing costs | 450,000 | |||||||||
Payment Surety Bond | ||||||||||
Debt | ||||||||||
Outstanding surety bond | 59,200,000 | |||||||||
Performance Bond | ||||||||||
Debt | ||||||||||
Outstanding surety bond | $ 67,600,000 | |||||||||
Amendment of Revolving Credit Facility | ||||||||||
Debt | ||||||||||
Payments of financing costs | $ 25,000 | |||||||||
Amendment of Revolving Credit Facility | Subsequent Event | ||||||||||
Debt | ||||||||||
Exit fee | 300,000 | |||||||||
Unbilled Receivables, Current | $ 300,000 | 5,500,000 | $ 7,500,000 | |||||||
Debt Instrument, Basis Spread on Variable Rate, Increase | 2% | |||||||||
Debt Instrument, Relief From Temporary Reserve | $ 1,000,000 | $ 1,000,000 | ||||||||
Unsecured Promissory Notes [Member] | Wynnefield Partners Small Cap Value, LP I [Member] | ||||||||||
Debt | ||||||||||
Aggregate principal amount | 400,000 | |||||||||
Unsecured Promissory Notes [Member] | Wynnefield Lenders [Member] | ||||||||||
Debt | ||||||||||
Aggregate principal amount | $ 350,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
EARNINGS PER SHARE | ||
Common stock, shares outstanding | 26,543,391 | 25,939,621 |
Income (loss) from continuing operations | $ (14,173) | $ 2,702 |
Weighted average common shares outstanding | 26,032,960 | 25,506,748 |
Basic income (loss) per common share | $ (0.54) | $ 0.11 |
Diluted income (loss) per common share: | ||
Weighted average common shares outstanding | 26,032,960 | 25,506,748 |
Diluted effect: | ||
Unvested portion of restricted stock units and awards | 630,896 | |
Weighted average diluted common shares outstanding | 26,032,960 | 26,137,644 |
Diluted income (loss) per common share | $ (0.54) | $ 0.10 |
Restricted Stock | ||
EARNINGS PER SHARE | ||
Unvested restricted stock included in reportable shares | 321,142 | 215,956 |
EARNINGS PER SHARE - Antidiluti
EARNINGS PER SHARE - Antidilutive (Details) - Restricted Stock - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Service-based Restricted stock unit awards | ||
Anti-dilutive shares | 535,051 | |
Unvested performance- and market-based restricted stock unit awards | ||
Anti-dilutive shares | 643,784 | 765,857 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Feb. 03, 2022 director $ / shares shares | Dec. 31, 2023 item shares | Dec. 31, 2022 USD ($) director item plan $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Mar. 31, 2022 $ / shares | May 31, 2015 shares | |
Stock-based compensation | ||||||
Number of equity incentive plans | plan | 1 | |||||
Incremental costs beign expensed term | 21 months | |||||
Reduction in stock compensation expense | $ | $ 0.3 | |||||
Restricted Stock | ||||||
Stock-based compensation | ||||||
Unrecognized compensation expense related to unvested restricted stock award | $ | $ 2.1 | |||||
Weighted average recognized period | 1 year 10 months 24 days | |||||
Fair value of share vested | $ | $ 1.5 | $ 2.3 | ||||
Weighted average grant date fair value | $ / shares | $ 1.95 | $ 3.27 | ||||
Restricted Stock | Service-based Restricted stock unit awards | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 658,484 | |||||
Weighted average grant date fair value | $ / shares | $ 2.22 | 1.37 | ||||
Number of forfeited shares | 102,321 | |||||
Performance-Based Shares | Threshold Performance Vesting [Member] | ||||||
Stock-based compensation | ||||||
Award payout range | 50 | |||||
Performance-Based Shares | Target Performance Vesting [Member] | ||||||
Stock-based compensation | ||||||
Award payout range | 100 | |||||
Performance-Based Shares | Maximum Performance Vesting [Member] | ||||||
Stock-based compensation | ||||||
Award payout range | 200 | |||||
2015 Plan | ||||||
Stock-based compensation | ||||||
Share Price | $ / shares | $ 6 | |||||
2015 Plan | Restricted Stock | ||||||
Stock-based compensation | ||||||
Stock based award, number of shares authorized for issuance | 4,500,000 | |||||
Stock based award, number of shares available for future award | 1,841,944 | |||||
Granted (in shares) | 1,391,679 | |||||
2015 Plan | Restricted Stock | Service-based Restricted stock unit awards | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 658,484 | |||||
2015 Plan | Performance-Based Shares | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 733,195 | |||||
Weighted average grant date fair value | $ / shares | $ 2.03 | 3.68 | ||||
Number of forfeited shares | 636,545 | |||||
2015 Plan | Performance-Based Shares | Market-based vesting | ||||||
Stock-based compensation | ||||||
Weighted average grant date fair value | $ / shares | $ 0 | $ 1.73 | ||||
Number of forfeited shares | 184,260 | |||||
2015 Plan | Performance-Based Shares | Performance Vesting | ||||||
Stock-based compensation | ||||||
Vesting period | 3 years | |||||
Vesting period | 3 years | |||||
2016 Plan | ||||||
Stock-based compensation | ||||||
Share Price | $ / shares | $ 5.50 | |||||
Grant Modification 2016 | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 137,000 | |||||
Total number of participants in modifications of stock-grant | item | 7 | |||||
Share Price | $ / shares | $ 5 | |||||
Grant Modification 2017 | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 51,096 | |||||
Total number of participants in modifications of stock-grant | item | 11 | |||||
Grant Modification 2018 | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 261,463 | |||||
Total number of participants in modifications of stock-grant | item | 11 | 20 | ||||
Number of participants forfeiting grants under stock modification program | item | 9 | |||||
Number of forfeited shares | 76,198 | |||||
Grant Modification 2018 | Market-based vesting | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 185,265 | |||||
2021 long-term incentive program and 2015 plans | Restricted Stock | Performance Vesting | ||||||
Stock-based compensation | ||||||
Annual Performance Objective Term | 3 years | |||||
General and administrative expenses | ||||||
Stock-based compensation | ||||||
Stock-based compensation expense | $ | $ 1.7 | $ 3 | ||||
General and administrative expenses | Service-based Restricted stock unit awards | ||||||
Stock-based compensation | ||||||
Stock-based compensation expense | $ | 1.3 | |||||
General and administrative expenses | Performance-Based Shares | ||||||
Stock-based compensation | ||||||
Stock-based compensation expense | $ | $ 0.1 | |||||
Certain Employees | 2015 Plan | Restricted Stock | Service-based Restricted stock unit awards | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 366,590 | |||||
Weighted average grant date fair value | $ / shares | $ 1.99 | |||||
Director | 2015 Plan | Restricted Stock | Service-based Restricted stock unit awards | ||||||
Stock-based compensation | ||||||
Granted (in shares) | 291,894 | |||||
Weighted average recognized period | 1 year | |||||
Weighted average grant date fair value | $ / shares | $ 1.85 | |||||
Number of non-employee directors vested with service-based restricted stock awards | director | 6 | 6 |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Grant Modification 2016 | ||
Number of Shares | ||
Granted (in shares) | 137,000 | |
Grant Modification 2017 | ||
Number of Shares | ||
Granted (in shares) | 51,096 | |
Grant Modification 2018 | ||
Number of Shares | ||
Granted (in shares) | 261,463 | |
Forfeited (in shares) | (76,198) | |
Grant Modification 2018 | Market-based vesting | ||
Number of Shares | ||
Granted (in shares) | 185,265 | |
Restricted Stock | ||
Number of Shares | ||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 321,142 | 215,956 |
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 321,142 | |
Weighted-Average Grant Date Fair Value per Share | ||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 1.95 | $ 3.27 |
Unvested restricted stock at the end of the period (in dollars per share) | $ 1.95 | |
Restricted Stock | Service-based Restricted stock unit awards | ||
Number of Shares | ||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 978,461 | 885,800 |
Granted (in shares) | 658,484 | |
Vested (in shares) | (463,502) | |
Forfeited (in shares) | (102,321) | |
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 978,461 | |
Weighted-Average Grant Date Fair Value per Share | ||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 2.22 | $ 1.37 |
Granted (in dollars per share) | 1.92 | |
Vested (in dollars per share) | 2.57 | |
Forfeited (in dollars per share) | 2.42 | |
Unvested restricted stock at the end of the period (in dollars per share) | $ 2.22 | |
Restricted Stock | 2015 Plan | ||
Number of Shares | ||
Granted (in shares) | 1,391,679 | |
Restricted Stock | 2015 Plan | Service-based Restricted stock unit awards | ||
Number of Shares | ||
Granted (in shares) | 658,484 | |
Performance-Based Shares | 2015 Plan | ||
Number of Shares | ||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 643,783 | 547,133 |
Granted (in shares) | 733,195 | |
Forfeited (in shares) | (636,545) | |
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 643,783 | |
Weighted-Average Grant Date Fair Value per Share | ||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 2.03 | $ 3.68 |
Granted (in dollars per share) | 1.98 | |
Forfeited (in dollars per share) | 3.46 | |
Unvested restricted stock at the end of the period (in dollars per share) | $ 2.03 | |
Performance-Based Shares | 2015 Plan | Market-based vesting | ||
Number of Shares | ||
Unvested restricted stock and restricted stock units at the beginning of the period (in shares) | 0 | 369,525 |
Vested (in shares) | (185,265) | |
Forfeited (in shares) | (184,260) | |
Unvested restricted stock and restricted stock units at the end of the period (in shares) | 0 | |
Weighted-Average Grant Date Fair Value per Share | ||
Unvested restricted stock at the beginning of the period (in dollars per share) | $ 0 | $ 1.73 |
Vested (in dollars per share) | 1.82 | |
Forfeited (in dollars per share) | 1.63 | |
Unvested restricted stock at the end of the period (in dollars per share) | $ 0 |
EMPLOYEE BENEFIT PLANS (Details
EMPLOYEE BENEFIT PLANS (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) item | |
Defined Contribution Plan | |
Defined Contribution Plan 401(k) | $ 900,000 |
Multiemployer Pension Plans | |
Number of multiemployer pension plans | item | 79 |
Maximum amount of lump sum distributions when fund is in critical state | $ 5,000 |
Green zone plans, minimum funded status, as a percent | 80% |
Minimum | |
Multiemployer Pension Plans | |
Number of union multiemployer pension plans | item | 200 |
Threshold contribution for multiemployer pension plan determined to be individually significant | $ 100,000 |
Individual union collective bargaining agreement period | 1 year |
Maximum | |
Multiemployer Pension Plans | |
Individual union collective bargaining agreement period | 3 years |
EMPLOYEE BENEFIT PLANS - Employ
EMPLOYEE BENEFIT PLANS - Employer plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Participation in the multiemployer pension plans | ||
Contributions by the company | $ 10,558 | $ 15,842 |
Boilermaker-Blacksmith National Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 486168020 | |
Multiemployer plans, certified zone status | Green | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 2,194 | $ 4,263 |
Multiemployer plans, surcharge | No | |
IBEW Local 1579 Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 581254974 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | No | |
Contributions by the company | $ 1,337 | $ 1,239 |
Multiemployer plans, surcharge | No | |
National Asbestos Workers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526038497 | |
Multiemployer plans, certified zone status | Other | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 1,091 | $ 1,258 |
Multiemployer plans, surcharge | No | |
Excavators Union Local 731 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 131809825 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | No | |
Contributions by the company | $ 786 | $ 523 |
Multiemployer plans, surcharge | No | |
National Electrical Benefits Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 530181657 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | No | |
Contributions by the company | $ 456 | $ 578 |
Multiemployer plans, surcharge | No | |
Central Pension Fund of the IUOE and Participating Employers | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 366052390 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | No | |
Contributions by the company | $ 380 | $ 366 |
Multiemployer plans, surcharge | No | |
Tri-State Carpenters & Joiners Pension Trust Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 620976048 | |
Multiemployer plans, certified zone status | Other | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 376 | $ 512 |
Multiemployer plans, surcharge | No | |
Laborers National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 751280827 | |
Multiemployer plans, certified zone status | Other | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 372 | $ 417 |
Multiemployer plans, surcharge | No | |
New Jersey Building Laborers Statewide Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 226077693 | |
Multiemployer plans, certified zone status | Other | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 356 | $ 1,340 |
Multiemployer plans, surcharge | No | |
Southern Ironworkers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 596227091 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | No | |
Contributions by the company | $ 355 | $ 270 |
Multiemployer plans, surcharge | No | |
United Association National Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526152779 | |
Multiemployer plans, certified zone status | Green | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 341 | $ 315 |
Multiemployer plans, surcharge | No | |
Connecticut laborers Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 066044348 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 228 | $ 37 |
Multiemployer plans, surcharge | No | |
Iron Workers District Council of Tennessee Valley & Vicinity Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 626098036 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | No | |
Contributions by the company | $ 225 | $ 316 |
Multiemployer plans, surcharge | No | |
IUPAT Industry Pension Plan | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 526073909 | |
Multiemployer plans, certified zone status | Other | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 184 | $ 184 |
Multiemployer plans, surcharge | No | |
Iron Workers Local No. 402 Pension Trust | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 596227518 | |
Multiemployer plans, certified zone status | Other | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 124 | $ 47 |
Multiemployer plans, surcharge | No | |
IUOE Local 478 Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 060733831 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 108 | $ 29 |
Multiemployer plans, surcharge | No | |
Pavers and Road Builders District Council Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 131990171 | |
Multiemployer plans, certified zone status | Green | Green |
Multiemployer Plans, funding improvement plan and rehabilitation plan | No | |
Contributions by the company | $ 104 | $ 62 |
Multiemployer plans, surcharge | No | |
Central States, Southeast, and Southwest Pension Fund | ||
Participation in the multiemployer pension plans | ||
EIN/Pension Plan Number | 366044243 | |
Multiemployer plans, certified zone status | Other | Other |
Multiemployer Plans, funding improvement plan and rehabilitation plan | Implemented | |
Contributions by the company | $ 104 | $ 103 |
Multiemployer plans, surcharge | No | |
All Others. | ||
Participation in the multiemployer pension plans | ||
Contributions by the company | $ 1,437 | $ 3,983 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | ||
Health and general insurance expenses | $ 6.4 | $ 5.2 |
Self-insured risk retention accrual | 0.9 | |
Cash collateral for letters of credit | $ 1.5 | |
Executive Severance | $ 6.4 |
MAJOR CUSTOMERS AND CONCENTRA_3
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK - Accounts receivable (Details) - Accounts receivable - Credit Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk | ||
Concentration risk percentage | 100% | 100% |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 42% | 16% |
Con Edison | ||
Concentration Risk | ||
Concentration risk percentage | 12% | |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 18% | |
Bruce Power | ||
Concentration Risk | ||
Concentration risk percentage | 17% | |
Comprehensive Decommissioning International | ||
Concentration Risk | ||
Concentration risk percentage | 10% | |
All Others | ||
Concentration Risk | ||
Concentration risk percentage | 46% | 39% |
MAJOR CUSTOMERS AND CONCENTRA_4
MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK - Revenue (Details) - Revenue - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk | ||
Concentration risk percentage | 100% | 100% |
Southern Nuclear Operating Company | ||
Concentration Risk | ||
Concentration risk percentage | 23% | 16% |
GUBMK | ||
Concentration Risk | ||
Concentration risk percentage | 14% | 11% |
Tennessee Valley Authority | ||
Concentration Risk | ||
Concentration risk percentage | 10% | 11% |
RCC | ||
Concentration Risk | ||
Concentration risk percentage | 10% | |
Bruce Power | ||
Concentration Risk | ||
Concentration risk percentage | 12% | |
Comprehensive Decommissioning International | ||
Concentration Risk | ||
Concentration risk percentage | 10% | |
All Others | ||
Concentration Risk | ||
Concentration risk percentage | 43% | 40% |
OTHER SUPPLEMENTAL INFORMATIO_2
OTHER SUPPLEMENTAL INFORMATION - Other current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER SUPPLEMENTAL INFORMATION | ||
Unamortized commercial insurance premiums | $ 2,611 | $ 2,389 |
Security deposits - real estate | 1,978 | 1,978 |
Prepaid expenses | 1,511 | 1,136 |
Sales tax receivable | 6 | 4,866 |
Other current assets | 152 | 680 |
Total | $ 6,258 | $ 11,049 |
OTHER SUPPLEMENTAL INFORMATIO_3
OTHER SUPPLEMENTAL INFORMATION - Other long-term assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER SUPPLEMENTAL INFORMATION | ||
Right-of-use lease assets | $ 4,223 | $ 1,527 |
Equity method investment in RCC | 1,868 | 2,521 |
Unamortized Debt Issuance Cost | 1,128 | 1,509 |
Unamortized software subscriptions | 757 | |
Other long-term assets | 299 | 155 |
Total | $ 8,275 | $ 5,712 |
OTHER SUPPLEMENTAL INFORMATIO_4
OTHER SUPPLEMENTAL INFORMATION - Other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER SUPPLEMENTAL INFORMATION. | ||
Accrued job cost | $ 2,136 | $ 2,433 |
Short-term lease liability | 1,603 | 1,606 |
Cloud computing software liability | 692 | |
Stock Compensation | 493 | 938 |
Legal fees | 145 | 113 |
Sales tax payable - Canada | 5,135 | |
Other current liabilities | 641 | 792 |
Total | $ 5,710 | $ 11,017 |
OTHER SUPPLEMENTAL INFORMATIO_5
OTHER SUPPLEMENTAL INFORMATION - Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
OTHER SUPPLEMENTAL INFORMATION | ||
Long-term lease liability | $ 3,010 | $ 511 |
Liability for uncertain tax positions (with interest and penalty) | 1,115 | 1,136 |
Other long-term liabilities | 800 | |
Total | $ 4,925 | $ 1,647 |
OTHER SUPPLEMENTAL INFORMATIO_6
OTHER SUPPLEMENTAL INFORMATION - Disaggregated long-lived assets by the geographic area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 56,304 | $ 52,755 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 56,170 | 52,669 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 134 | $ 86 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 12 Months Ended | ||||||||
Jun. 30, 2023 | Feb. 24, 2023 | Feb. 21, 2023 | Jan. 09, 2023 | Jan. 01, 2023 | Aug. 03, 2022 | Dec. 31, 2022 | Jan. 08, 2023 | Dec. 16, 2020 | |
Subsequent Event [Line Items] | |||||||||
Nuclear Decommissioning, Backlog Excluding Lost Contracts | $ 333,200,000 | ||||||||
Debt Instrument, Exit Fees Payable | $ 100,000 | ||||||||
Period From Closing Date [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Term loan, interest rate | 8% | ||||||||
Period From and After An Event of Default [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Term loan, interest rate | 13% | ||||||||
Period From and After The Maturity Date [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Term loan, interest rate | 13% | ||||||||
Term loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayment of debt | $ 8,100,000 | ||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||
Proceeds from Long-Term Lines of Credit | $ 1,000,000 | ||||||||
Interest Payable | 500,000 | ||||||||
Term loan | Base Rate loans | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate percentage (as a percent) | 9% | ||||||||
Term loan | SOFR | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate percentage (as a percent) | 8.50% | ||||||||
Delayed Draw Term Loan Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||||
Unsecured Promissory Notes [Member] | Wynnefield Partners Small Cap Value, LP I [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate principal amount | $ 400,000 | ||||||||
Unsecured Promissory Notes [Member] | Wynnefield Lenders [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Aggregate principal amount | $ 350,000 | ||||||||
Subsequent Event | Amendment of Revolving Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Relief From Temporary Reserve | $ 1,000,000 | $ 1,000,000 | |||||||
Unbilled Receivables, Current | $ 300,000 | 5,500,000 | $ 7,500,000 | ||||||
Debt Instrument, Basis Spread on Variable Rate, Increase | 2% | ||||||||
Exit fee | 300,000 | ||||||||
Subsequent Event | Term loan | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Long-Term Lines of Credit | 1,000,000 | ||||||||
Interest Payable | $ 500,000 | ||||||||
Aggregate principal amount | $ 1,500,000 | ||||||||
Debt Instrument, Amendment Fee | 1% | ||||||||
Subsequent Event | Term loan | SOFR | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate percentage (as a percent) | 11% | ||||||||
Interest rate, payable in cash (as a percent) | 10% | ||||||||
Debt Instrument, Excess Cash Flow Sweep, Percentage | 75% | 50% | |||||||
Subsequent Event | Delayed Draw Term Loan Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,500,000 | ||||||||
Debt Instrument, Additional Interest Rate | 50% | ||||||||
Debt Instrument, Covenant, Minimum Proceeds From Issuance of Debt And Equity | $ 500,000 | ||||||||
Proceeds from Long-Term Lines of Credit | 1,500,000 | ||||||||
Aggregate principal amount | $ 3,500,000 | ||||||||
Subsequent Event | Delayed Draw Term Loan Tranche Two [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Maximum borrowing capacity | $ 3,500,000 |