Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 05, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-08604 | ||
Entity Registrant Name | TEAM, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 74-1765729 | ||
Entity Address, Address Line One | 13131 Dairy Ashford | ||
Entity Address, Address Line Two | Suite 600 | ||
Entity Address, City or Town | Sugar Land | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77478 | ||
City Area Code | 281 | ||
Local Phone Number | 331-6154 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 23.7 | ||
Entity Common Stock, Shares Outstanding | 4,415,201 | ||
Documents Incorporated by Reference | Portions of our Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000318833 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.30 par value | ||
Trading Symbol | TISI | ||
Security Exchange Name | NYSE | ||
Preferred Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Preferred Stock Purchase Rights | ||
Security Exchange Name | NYSE | ||
No trading symbol | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 35,427 | $ 58,075 |
Accounts receivable, net of allowance of $3,738 and $5,262, respectively | 181,185 | 186,689 |
Inventory | 38,853 | 36,331 |
Income tax receivable | 644 | 779 |
Prepaid expenses and other current assets | 65,992 | 65,679 |
Total current assets | 322,101 | 347,553 |
Property, plant and equipment, net | 127,057 | 138,099 |
Intangible assets, net | 62,693 | 75,407 |
Operating lease right-of-use assets | 40,498 | 48,462 |
Defined benefit pension asset | 4,323 | 398 |
Other assets, net | 7,847 | 6,351 |
Non-current deferred tax asset | 1,225 | 375 |
Total assets | 565,744 | 616,645 |
Current liabilities: | ||
Current portion of long-term debt and finance lease obligations | 5,212 | 280,993 |
Current portion of operating lease obligations | 14,232 | 13,823 |
Accounts payable | 36,389 | 32,524 |
Other accrued liabilities | 118,089 | 119,267 |
Income tax payable | 1,016 | 2,257 |
Total current liabilities | 174,938 | 448,864 |
Long-term debt and finance lease obligations | 306,214 | 4,942 |
Operating lease obligations | 29,962 | 38,819 |
Deferred tax liabilities | 5,742 | 3,661 |
Other long-term liabilities | 3,292 | 2,599 |
Total liabilities | 520,148 | 498,885 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Preferred stock, 500,000 shares authorized, none issued | 0 | 0 |
Common stock, par value $0.30 per share, 12,000,000 shares authorized; 4,415,147 and 4,342,909 shares issued | 1,315 | 1,303 |
Additional paid-in capital | 458,614 | 457,133 |
Accumulated deficit | (377,401) | (301,679) |
Accumulated other comprehensive loss | (36,932) | (38,997) |
Total shareholders' equity | 45,596 | 117,760 |
Total liabilities and shareholders' equity | $ 565,744 | $ 616,645 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||||
Allowance for credit loss, current | $ 3,738 | $ 5,262 | $ 7,843 | |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Common stock, par value (in USD per share) | $ 0.30 | $ 0.30 | ||
Common stock, shares authorized (in shares) | 12,000,000 | 12,000,000 | 120,000,000 | |
Common stock, shares issued (in shares) | 4,415,147 | 4,342,909 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||
Revenues | $ 862,615 | $ 840,208 | |
Operating expenses | 651,461 | 638,597 | |
Gross margin | 211,154 | 201,611 | |
Selling, general and administrative expenses | 224,430 | 241,397 | |
Restructuring and other related charges, net | 0 | 16 | |
Operating loss | (13,276) | (39,802) | |
Interest expense, net | (55,181) | (85,052) | |
Loss on debt extinguishment | (1,585) | (30,083) | |
Other income (expense), net | (1,102) | 8,156 | |
Loss before income taxes | (71,144) | (146,781) | |
Provision for income taxes (see Note 10) | (4,578) | (3,306) | |
Net loss from continuing operations | (75,722) | (150,087) | |
Discontinued operations: | |||
Net income from discontinued operations, net of income tax | 0 | 220,166 | |
Net income (loss) | [1] | $ (75,722) | $ 70,079 |
Basic net income (loss) per common share: | |||
Loss from continuing operations, basic (in USD per share) | $ (17.32) | $ (35.85) | |
Income (loss) from discontinued operations, basic (in USD per share) | 0 | 52.58 | |
Basic (in USD per share) | $ (17.32) | $ 16.73 | |
Weighted-average number of shares outstanding: | |||
Weighted-average number of basic shares outstanding (in shares) | 4,371 | 4,187 | |
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | [1] | $ (75,722) | $ 70,079 |
Other comprehensive income (loss) before tax: | |||
Foreign currency translation adjustment | 3,006 | (6,589) | |
Defined benefit pension plans: | |||
Net actuarial loss arising during period | (883) | (6,632) | |
Amortization of prior service cost | 31 | 31 | |
Amortization of net actuarial loss | 285 | 0 | |
Other comprehensive income (loss), before tax | 2,439 | (13,190) | |
Tax benefit (provision) attributable to other comprehensive income (loss) | (374) | 925 | |
Other comprehensive income (loss), net of tax | 2,065 | (12,265) | |
Total comprehensive income (loss) | $ (73,657) | $ 57,814 | |
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive income (loss) | |
Beginning balance (in shares) at Dec. 31, 2021 | 3,122 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 51,867 | $ (1,824) | $ 936 | $ 453,247 | $ (5,650) | $ (375,584) | $ 3,826 | $ (26,732) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 70,079 | [1] | 70,079 | ||||||
Foreign currency translation adjustment | (6,589) | (6,589) | |||||||
Defined benefit pension plans, net of tax | (5,676) | (5,676) | |||||||
Non-cash compensation | 247 | 247 | |||||||
Net settlement of vested stock awards (in shares) | 1,221 | ||||||||
Net settlement of vested stock awards | 9,656 | $ 367 | 9,289 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 4,343 | ||||||||
Ending balance at Dec. 31, 2022 | 117,760 | $ 1,303 | 457,133 | (301,679) | (38,997) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (75,722) | [1] | (75,722) | ||||||
Foreign currency translation adjustment | 3,028 | 3,028 | |||||||
Defined benefit pension plans, net of tax | (963) | (963) | |||||||
Non-cash compensation | 1,590 | 1,590 | |||||||
Net settlement of vested stock awards (in shares) | 72 | ||||||||
Net settlement of vested stock awards | (97) | $ 12 | (109) | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 4,415 | ||||||||
Ending balance at Dec. 31, 2023 | $ 45,596 | $ 1,315 | $ 458,614 | $ (377,401) | $ (36,932) | ||||
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Cash flows from operating activities: | |||
Net income (loss) | [1] | $ (75,722) | $ 70,079 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | [1] | 37,872 | 37,595 |
Write-off of deferred loan costs | [1] | 0 | 2,748 |
Gain on sale of Quest Integrity | [1] | 0 | (203,351) |
Loss on debt extinguishment | [1] | 1,585 | 17,719 |
Write-off of software cost | [1] | 629 | 0 |
Amortization of debt issuance costs and debt discounts | [1] | 18,725 | 35,509 |
Paid-in-kind interest | [1] | 14,526 | 18,227 |
Allowance for credit losses | [1] | 267 | 402 |
Foreign currency loss | [1] | 734 | 1,698 |
Deferred income taxes | [1] | 906 | 653 |
Gain on asset disposal | [1] | (231) | (4,721) |
Non-cash compensation cost | [1] | 1,590 | 247 |
Other, net | [1] | (4,413) | (4,569) |
Changes in operating assets and liabilities: | |||
Accounts receivable | [1] | 7,335 | (33,483) |
Inventory | [1] | (2,058) | (1,655) |
Prepaid expenses and other current assets | [1] | (7,527) | (3,201) |
Accounts payable | [1] | 2,818 | (13,291) |
Other accrued liabilities | [1] | (6,877) | 15,195 |
Income taxes | [1] | (1,145) | 6,264 |
Net cash used in operating activities | [1] | (10,986) | (57,935) |
Cash flows from investing activities: | |||
Capital expenditures | [1] | (10,430) | (24,690) |
Net proceeds from sale of discontinued operations | [1] | 0 | 260,841 |
Proceeds from disposal of assets | [1] | 414 | 7,205 |
Net cash (used in) provided by investing activities | [1] | (10,016) | 243,356 |
Cash flows from financing activities: | |||
Borrowings under 2020 ABL Facility, gross | [1] | 0 | 10,300 |
Payments under 2020 ABL Facility, gross | [1] | 0 | (72,300) |
Borrowings under Corre Incremental Term Loan | [1] | 47,500 | 0 |
Payments under Corre Incremental Term Loan | [1] | (319) | 0 |
Repayments of Convertible Debt | [1] | (41,161) | 0 |
Payments for debt issuance costs | [1] | (9,102) | (13,709) |
Issuance of common stock, net of issuance costs | [1] | 0 | 9,639 |
Taxes paid related to net share settlement of share-based awards | [1] | 0 | 16 |
Other | [1] | (1,047) | (887) |
Net cash used in financing activities | [1] | (1,899) | (191,971) |
Effect of exchange rate changes on cash | [1] | 253 | (690) |
Net decrease in cash and cash equivalents | [1] | (22,648) | (7,240) |
Cash and cash equivalents at beginning of period | [1] | 58,075 | 65,315 |
Cash and cash equivalents at end of period | [1] | 35,427 | 58,075 |
Cash paid (refunded) during the year for: | |||
Interest | [1] | 19,503 | 29,187 |
Income taxes | [1] | 3,921 | (553) |
Revolving Credit loans | |||
Cash flows from financing activities: | |||
Borrowings under 2022 ABL Credit Facility, gross | [1] | 39,792 | 108,638 |
Payments under 2022 ABL Credit Facility, gross | [1] | (26,293) | (43,722) |
Delayed Draw Term Loan | |||
Cash flows from financing activities: | |||
Borrowings under Corre Delayed Draw Term Loan, gross | [1] | 0 | 35,000 |
ME/RE Loans | |||
Cash flows from financing activities: | |||
Borrowings under Corre Delayed Draw Term Loan, gross | [1] | 27,398 | 0 |
Payments under ME/RE Loans | [1] | (1,575) | 0 |
APSC Term Loan | |||
Cash flows from financing activities: | |||
Payments under APSC Term Loan, gross | [1] | $ (37,092) | $ (224,946) |
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | [1] | $ 35,427 | $ 58,075 | $ 65,315 |
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Description of Business . Unless otherwise indicated, the terms “we”, “our” and “us” are used in this report to refer to either Team, Inc., to one or more of our consolidated subsidiaries, or to all of them taken as a whole. We are a global, leading provider of specialty industrial services offering clients access to a full suite of conventional, specialized, and proprietary mechanical, heat-treating, and inspection services. We deploy conventional to highly specialized inspection, condition assessment, maintenance and repair services that result in greater safety, reliability, and operational efficiency for our clients’ most critical assets. We conduct operations in two segments: Inspection and Heat Treating (“IHT”) and Mechanical Services (“MS”). Through the capabilities and resources in these two segments, we believe that we are uniquely qualified to provide integrated solutions involving: inspection to assess condition; engineering assessment to determine fitness for purpose in the context of industry standards and regulatory codes; and mechanical services to repair, rerate or replace based upon the client’s election. In addition, we are capable of escalating with the client’s needs, as dictated by the severity of the damage found and the related operating conditions, from standard services to some of the most advanced services and integrated asset integrity and reliability management solutions available in the industry. We also believe that we are unique in our ability to provide these services in three distinct client demand profiles: (i) turnaround or project services, (ii) call-out services, and (iii) nested or run-and-maintain services. IHT provides conventional and advanced non-destructive testing services primarily for the process, pipeline and power sectors, pipeline integrity management services, and field heat treating services, as well as associated engineering and condition assessment services. These services can be offered while facilities are running (on-stream), during facility turnarounds or during new construction or expansion activities. In addition, IHT provides comprehensive non-destructive testing services and metallurgical and chemical processing services to the aerospace industry, covering a range of components including finished machined and in-service components. IHT also provides advanced digital imaging including remote digital video imaging. MS provides solutions designed to serve clients’ unique needs during both the operational (onstream) and off-line states of their assets. Our onstream services include our range of standard to custom-engineered leak repair and composite solutions; emissions control and compliance; hot tapping and line stopping; and on-line valve insertion solutions, which are delivered while assets are in an operational condition, which maximizes client production time. Asset shutdowns can be planned, such as a turnaround maintenance event, or unplanned, such as those due to component failure or equipment breakdowns. Our specialty maintenance, turnaround and outage services are designed to minimize client downtime and are primarily delivered while assets are off-line and often through the use of cross-certified technicians, whose multi-craft capabilities deliver the production needed to achieve tight time schedules. These critical services include on-site field machining; bolted-joint integrity; vapor barrier plug testing; and valve management solutions. We market our services to companies in a diverse array of heavy industries which include: • Energy (refining, power, renewables, nuclear, offshore oil and gas and liquefied natural gas); • Manufacturing and Process (chemical, petrochemical, pulp and paper industries, automotive and mining); • Midstream (valves, terminals and storage, and pipeline); • Public Infrastructure (construction and building, roads, dams, amusement parks, bridges, ports, and railways); and • Aerospace and Defense. Discontinued Operations. On November 1, 2022, we completed the sale of all of the issued and outstanding equity interests of our wholly-owned subsidiary, TQ Acquisition Inc., a Texas corporation (“TQ Acquisition”), to Baker Hughes Holdings LLC (“Baker Hughes”) for an aggregate purchase price of approximately $279.0 million, after certain post-closing adjustments (the “Quest Integrity Transaction”), pursuant to that certain Equity Purchase Agreement by and among us and Baker Hughes, dated as of August 14, 2022 (the “Sale Agreement”). TQ Acquisition and its subsidiaries constituted Quest Integrity, which provided integrity and reliability management solutions for the process, pipeline and power sectors. The criteria for reporting Quest Integrity as a discontinued operation were met during the third quarter of 2022 pursuant to the Sale Agreement and, as such, the prior year amounts related to Quest Integrity are presented as discontinued operations. Unless otherwise specified, the financial information and discussion in this Form 10-K are based on our continuing operations (IHT and MS segments) and exclude any results of our discontinued operations (Quest Integrity). Refer to Note 2 - Discontinued Operations for additional details. Basis for presentation. These consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. Consolidation. The consolidated financial statements include the accounts of our subsidiaries where we have control over operating and financial policies. All material intercompany accounts and transactions have been eliminated in consolidation. Related Party Transactions. A related party transaction is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the Company or any of its subsidiaries is a participant, and (2) any Related Party (as defined herein) has or will have a direct or indirect material interest. A related party is any person who is, or, at any time since the beginning of the Company’s last fiscal year, was (1) an executive officer, director or nominee for election as a director of the Company or any of its subsidiaries, (2) a person with greater than five percent (5%) beneficial interest in the Company, (3) an immediate family member of any of the individuals or entities identified in (1) or (2) of this paragraph, and (4) any firm, corporation or other entity in which any of the foregoing individuals or entities is employed or is a general partner or principal or in a similar position or in which such person or entity has a five percent (5%) or greater beneficial interest. Immediate family members include a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home, other than a tenant or employee. Use of estimates. Our accounting policies conform to GAAP in the United States. The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) valuation of acquisition related tangible and intangible assets and assessments of all long-lived assets for possible impairment, (2) estimating various factors used to accrue liabilities for workers’ compensation, auto, medical and general liability, (3) establishing an allowance for uncollectible accounts receivable, (4) estimating the useful lives of our assets, (5) assessing future tax exposure and the realization of tax assets, (6) selecting assumptions used in the measurement of costs and liabilities associated with defined benefit pension plans, (7) assessments of fair value and (8) managing our foreign currency risk in foreign operations. Our most significant accounting policies are described below. Revenue recognition . In accordance with ASC Topic 606, Revenue from Contracts with Customers, (“ASC 606”), we follow a five-step process to recognize revenue: 1) identify the contract with the customer, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations and 5) recognize revenue when the performance obligations are satisfied. Most of our contracts with customers are short-term in nature and billed on a time and materials basis, while certain other contracts are at a fixed price. Certain contracts may contain a combination of fixed and variable elements. We act as a principal and have performance obligations to provide the service itself or oversee the services provided by any subcontractors. Revenue is measured based on consideration specified in a customer contract and excludes amounts collected on behalf of third parties, such as taxes assessed by governmental authorities. Generally, in contracts where the amount of consideration is variable, the amount is determinable each period based on our right to invoice (as discussed further below) the customer for services performed to date. As most of our contracts contain only one performance obligation, the allocation of a contract’s transaction price to multiple performance obligations is generally not applicable. Customers are generally billed as we satisfy our performance obligations and payment terms typically range from 30 to 90 days from the invoice date. Billings under certain fixed-price contracts may be based upon the achievement of specified milestones, while some arrangements may require advance customer payment. Our contracts do not include significant financing components since the contracts typically span less than one year. Revenue is recognized as (or when) the performance obligations are satisfied by transferring control over a service or product to the customer. Revenue recognition guidance prescribes two recognition methods (over time or point in time). Most of our performance obligations qualify for recognition over time because we typically perform our services on customer facilities or assets and customers receive the benefits of our services as we perform. Where a performance obligation is satisfied over time, the related revenue is also recognized over time using the method deemed most appropriate to reflect the measure of progress and transfer of control. For our time and materials contracts, we are generally able to elect the right-to-invoice practical expedient, which permits us to recognize revenue in the amount to which we have a right to invoice the customer if that amount corresponds directly with the value to the customer of our performance completed to date. For our fixed price contracts, as they are short term in nature, we recognize revenue as jobs are completed or costs are incurred. For contracts where control is transferred at a point in time, revenue is recognized at the time control of the asset is transferred to the customer, which is typically upon delivery and acceptance by the customer. The timing of revenue recognition, billings, and cash collections results in the recognition of trade accounts receivable, contract assets and contract liabilities on the consolidated balance sheets. Trade accounts receivable include billed and unbilled amounts currently due from customers and represent unconditional rights to receive consideration. The amounts due are stated at their net estimated realizable value. Refer to Note 4 - Accounts Receivable for additional information on our trade receivables, unbilled revenue and the allowance for credit losses. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer. Amounts may not exceed their net realizable value. Contract assets are included in “Prepaid expenses and other current assets” on our consolidated balance sheet. If we receive advances or deposits from our customers, a contract liability is recorded. Additionally, a contract liability arises if items of variable consideration result in less revenue being recorded than what is billed. We did not have a material amount of contract assets or contract liabilities as of December 31, 2023 and 2022. We recognize the incremental costs of obtaining contracts as selling, general and administrative expenses when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less. Costs to fulfill a contract are recorded as assets if they relate directly to a contract or a specific anticipated contract, the costs are incurred to generate or enhance resources that will be used in satisfying performance obligations in the future, and the costs are expected to be recovered. Costs to fulfill a contract recognized as assets primarily consist of labor and material costs and generally relate to engineering and set-up costs incurred prior to when the satisfaction of performance obligations begins. Assets recognized for costs to fulfill a contract are included in the “Prepaid expenses and other current assets” line of the consolidated balance sheet and were not material as of December 31, 2023 and 2022. Such assets are recognized as expenses as we transfer the related goods or services to the customer and recognize the related revenue. All other costs to fulfill a contract are expensed as incurred. Fair value of financial instruments . As defined in Financial Accounting Standards Board (“FASB”) ASC 820 Fair Value Measurements and Disclosur e (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information available. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The use of unobservable inputs is intended to allow for fair value determinations in situations in which there is little, if any, market activity for the asset or liability at the measurement date. We are able to classify fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy such that “Level 1” measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, “Level 2” measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and “Level 3” measurements include those that are unobservable and of a highly subjective measure. Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable, pension assets and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. For additional information regarding our pension assets, see Note 15 - Employee Benefit plan . The fair value of our 2022 ABL Credit Facility, ME/RE Loans, and Term Loans under the A&R Term Loan Credit Agreement are representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt. The Notes were fully paid off on August 1, 2023, however, the fair value of the Notes as of December 31, 2022 was $37.5 million (inclusive of the fair value of the conversion option) and are a “Level 2” measurement, determined based on the observed trading price of these instruments. For additional information regarding our debt obligations, see Note 11 - Debt . Cash and cash equivalents . Cash and cash equivalents consist of all demand deposits and funds invested in highly liquid short-term investments with original maturities of three months or less. Inventory . Except for certain inventories that are valued based on standard cost, we use the first-in, first-out method to value our inventory. Inventory includes material, labor, and certain fixed overhead costs. Inventory is stated at the lower of cost and net realizable value. Inventory quantities on hand are reviewed periodically and carrying value is reduced to net realizable value for inventories for which their cost exceeds their utility. The cost of inventories consumed or products sold are included in operating expenses. Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of their respective useful life or the lease term. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years Intangible assets. Intangible assets with finite lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with ASC 360-10 Impairment or Disposal of Long-Lived Assets (“ASC 360”). Impairment of Long-lived Assets. We review our property and equipment, intangible assets subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset in that asset class; an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted cash flows. There were no impairment charges in 2023 or 2022. Income taxes. We follow the guidance of ASC 740 Income Taxes (“ASC 740”), which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable or receivable and related tax expense or benefit together with assessing temporary differences resulting from differing treatment of certain items such as depreciation for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. In accordance with ASC 740, we are required to assess the likelihood that our deferred tax assets will be realized and, to the extent we believe it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes the reversal of existing taxable temporary differences, taxable income in prior carryback years if carryback is permitted by tax law, information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance and tax planning strategies. We regularly assess whether it is more likely than not that we will realize the deferred tax assets in the jurisdictions we operate in. We believe future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize the deferred tax assets for which no valuation allowance has been established. Our valuation allowance primarily relates to net operating loss carryforwards. While we have considered these factors in assessing the need for additional valuation allowance, there is no assurance that additional valuation allowance would not need to be established in the future if information about future years change. Any changes in valuation allowance would impact our income tax provision and net income (loss) in the period in which such a determination is made. As of December 31, 2023, our deferred tax assets were $111.5 million, less a valuation allowance of $93.7 million. As of December 31, 2023, our deferred tax liabilities were $22.4 million. Significant judgment is required in assessing the timing and amounts of deductible and taxable items for tax purposes. In accordance with ASC 740-10, we establish reserves for uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is not more likely than not that the position will be sustained upon challenge. When facts and circumstances change, we adjust these reserves through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any related underpayment of income tax, such amounts have been accrued and are classified as a component of income tax expense (benefit) in our consolidated statements of operations. As of December 31, 2023, our gross unrecognized tax benefits, excluding penalties and interest related to uncertain tax positions, were $1.5 million. Workers’ compensation, auto, medical and general liability accruals. In accordance with ASC 450 Contingencies (“ASC 450”), we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our consolidated balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by us, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation, our retention is $1.0 million and our automobile liability retention is currently $2.0 million. For professional liability claims, our retention is $2.0 million. For general liability claims, we have a retention of $6.0 million. For environmental liability claims, our retention is $1.0 million. We maintain insurance for claims that exceed such retention limits. In 2023, our health care plan for U.S. employees was self-funded and administered by a third party. We purchased appropriate stop-loss coverage for self-funded insurance in 2023. We moved our U.S. employees to a fully funded healthcare policy in 2024 and no longer self-fund our health care plan for U.S. employees. Our insurance is subject to terms, conditions, limitations, and exclusions that may not fully compensate us for all losses. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in our plans or intentions, or the outcome of legal proceedings, settlements, or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. Accounts receivable and Allowance for credit losses. In the ordinary course of business, a portion of our accounts receivable are not collected due to billing disputes, customer bankruptcies or other various reasons. We establish an allowance to account for those accounts receivable that we estimate will eventually be deemed uncollectible. The allowance for credit losses is based on a combination of our historical experience and our review of long outstanding accounts receivable. We measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This applies to financial assets measured at amortized cost, including trade and unbilled accounts receivable, and requires immediate recognition of lifetime expected credit losses. Significant factors that affect the expected collectability of our receivables include macroeconomic trends and forecasts in the oil and gas, refining, power, and petrochemical markets and changes in our results of operations and forecasts. For unbilled receivables, we consider them as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate. We have identified the following factors that primarily impact the collectability of our receivables and therefore determine the pools utilized to calculate expected credit losses: (i) the aging of the receivable, (ii) any identification of known collectability concerns with specific receivables and (iii) variances in economic risk characteristics across geographic regions. For trade receivables, customers typically are provided with payment due date terms in the range of 30 to 90 days upon issuance of an invoice. We have tracked historical loss information for our trade receivables and compiled historical credit loss percentages for different aging categories. We believe that the historical loss information we have compiled is a reasonable basis on which to determine expected credit losses for trade receivables because the composition of the trade receivables is consistent with that used in developing the historical credit-loss percentages as typically our customers and payment terms do not change significantly. Generally, the longer a receivable is outstanding the higher the percentage of the outstanding balance is reported as current expected credit losses. We update the historical loss information for current conditions and reasonable and supportable forecasts that affect the expected collectability of the trade receivable using a loss-rate approach. We have not seen a negative trend in the current economic environment that significantly impacts our historical credit-loss percentages; however, we will continue to monitor for changes that would indicate the historical loss information is no longer a reasonable basis for the determination of our expected credit losses. Our forecasted loss rates inherently incorporate expected macroeconomic trends. A loss-rate method for estimating expected credit losses on a pooled basis is applied for each aging category for receivables that continue to exhibit similar risk characteristics. To measure expected credit losses for individual receivables with specific collectability risk, we identify specific factors based on customer-specific facts and circumstances that are unique to each customer. Customer accounts with different risk characteristics are separately identified and a specific reserve is determined for these accounts based on the assessed credit risk. We have also identified the following geographic regions in which to distinguish our trade receivables: (i) the United States, (ii) Canada, (iii) the European Union, (iv) the United Kingdom, and (v) other countries. These geographic regions are considered appropriate as they each operate in different economic environments with different foreign currencies and therefore share similar economic risk characteristics. For each geographic region, we evaluate the historical loss information and determine credit-loss percentages to apply to each aging category and individual receivable with specific risk characteristics. We estimate future expected credit losses based on forecasted changes in gross domestic product and oil demand for each region. We consider one year from the financial statement reporting date as representing a reasonable forecast period as this period aligns with the expected collectability of our trade receivables. Financial distress experienced by our customers could have an adverse impact on us in the event our customers are unable to remit payment for the products or services we provide or otherwise fulfill their obligations to us. In determining the current expected credit losses, we review macroeconomic conditions, market specific conditions, and internal forecasts to identify potential changes in our assessment. Concentration of credit risk. No single customer accounted for more than 10% of consolidated revenues during the year ended December 31, 2023 or 2022. Accounting for Warrants . We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance. As of December 31, 2023 and 2022, we had the following warrants: • Equity-classified warrants issued in connection with our APSC Term Loan (“APSC Warrants”), and • Equity-classified warrants issued in connection with our Subordinated Term Loan Credit Agreement (“Corre Warrants”). The warrants were accounted for as a component of additional paid-in capital and a debt warrant discount (See Note 11 - Debt ). The warrant discount is amortized over the term of the debt. As of December 31, 2023 and 2022, unamortized balance of warrant discount amounted to $0.2 million and $3.3 million, respectively. Earnings (loss) per share. Basic earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation u |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On November 1, 2022, we completed the Quest Integrity Transaction with Baker Hughes for an aggregate purchase price of approximately $279.0 million, after certain post-closing adjustments, in accordance with the Sale Agreement. We used approximately $238.0 million of the net proceeds from the sale of Quest Integrity to pay down $225.0 million of our term loan debt, and to pay certain fees associated with that repayment and related accrued interest, with the remainder reserved for general corporate purposes, thereby reducing our future debt service obligations and leverage, and improving our liquidity. Quest Integrity previously represented a reportable segment. Following the completion of the Quest Integrity Transaction, we now operate in two segments, IHT and MS. Our consolidated balance sheets and consolidated statements of operations report discontinued operations separate from continuing operations. Our consolidated statements of comprehensive income (loss), statements of shareholders’ equity and statements of cash flows combine continuing and discontinued operations. A summary of financial information related to our discontinued operations is presented in the tables below. The table below represents major line items constituting net income (loss) from discontinued operations to the after-tax income from discontinued operations (in thousands): Twelve Months Ended December 31, 2022 Major classes of line items constituting net income (loss) from discontinued operations Revenues $ 101,418 Operating expenses (45,044) Selling, general and administrative expenses (32,230) Interest expense, net (108) Other expense, net (4,390) Income before income taxes 19,646 Gain on sale of Quest transaction 203,351 Income before income taxes 222,997 Provision for income taxes (2,831) Net income from discontinued operations $ 220,166 We completed the sale of Quest Integrity on November 1, 2022. As a result, there were no assets or liabilities in discontinued operations as of December 31, 2023 or 2022. The following table presents the depreciation and amortization and capital expenditures of Quest Integrity (in thousands): Twelve Months Ended December 31, 2022 Cash flows provided by operating activities of discontinued operations: Depreciation and amortization $ 1,141 Cash flows provided by investing activities of discontinued operations: Capital expenditures $ 4,146 |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregation of revenue. Essentially all of our revenues are associated with contracts with customers. A disaggregation of our revenue from contracts with customers by geographic region, by reportable operating segment and by service type is presented below (in thousands): Twelve Months Ended December 31, 2023 United States and Canada Other Countries Total Revenue: IHT $ 414,515 $ 15,044 $ 429,559 MS 294,118 138,938 433,056 Total $ 708,633 $ 153,982 $ 862,615 Twelve Months Ended December 31, 2022 United States and Canada Other Countries Total Revenue: IHT $ 412,661 $ 9,901 $ 422,562 MS 296,151 121,495 417,646 Total $ 708,812 $ 131,396 $ 840,208 Twelve Months Ended December 31, 2023 Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 343,713 $ 275 $ 59,399 $ 26,172 $ 429,559 MS — 429,480 702 2,874 433,056 Total $ 343,713 $ 429,755 $ 60,101 $ 29,046 $ 862,615 Twelve Months Ended December 31, 2022 Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 336,821 $ 180 $ 61,526 $ 24,035 $ 422,562 MS — 413,424 276 3,946 417,646 Total $ 336,821 $ 413,604 $ 61,802 $ 27,981 $ 840,208 For additional information on our reportable operating segments and geographic information, refer to Note 17 - Segment and Geographic Disclosures. Remaining performance obligations . As permitted by ASC 606, Revenue from Contracts with Customers , we have elected not to disclose information about remaining performance obligations where (i) the performance obligation is part of a contract that has an original expected duration of one year or less or (ii) when we recognize revenue from the satisfaction of the performance obligation in accordance with the right-to-invoice practical expedient, which permits us to recognize revenue in the amount to which we have a right to invoice the customer if that amount corresponds directly with the value to the customer of our performance completed to date. As most of our contracts with customers are short-term in nature and billed on a time and material basis, there were no material amounts of remaining performance obligations as of December 31, 2023 and 2022. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE A summary of accounts receivable as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Trade accounts receivable $ 151,316 $ 160,572 Unbilled revenues 33,607 31,379 Allowance for credit losses (3,738) (5,262) Accounts receivable, net $ 181,185 $ 186,689 The following table shows a rollforward of the allowance for credit losses (in thousands): Twelve Months Ended 2023 2022 Balance at beginning of period $ 5,262 $ 7,843 Provision for expected credit losses 1,680 1,059 Recoveries collected (1,638) (1,114) Write-offs (1,560) (2,479) Foreign exchange effects (6) (47) Balance at end of period $ 3,738 $ 5,262 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY A summary of inventory as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Raw materials $ 9,958 $ 8,978 Work-in-progress 2,326 2,945 Finished goods 26,569 24,408 Inventory $ 38,853 $ 36,331 |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS | PREPAID AND OTHER CURRENT ASSETS A summary of prepaid expenses and other current assets as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Insurance receivables $ 39,000 $ 39,000 Prepaid expenses 18,398 15,238 Other current assets 8,594 11,441 Prepaid and other current assets $ 65,992 $ 65,679 The insurance receivables relate to receivables from our third-party insurance providers for legal claims that are recorded in other accrued liabilities, refer to Note 9 - Other Accrued Liabilities . These receivables will be covered from our third-party insurance providers for litigation matters that have been settled or are pending settlements and where the deductibles have been satisfied. The prepaid expenses primarily relate to prepaid insurance and other expenses that have been paid in advance of the coverage period. As of December 31, 2023 and 2022, other current assets include deferred financing fees of $1.8 million each in connection with that certain Substitute Insurance Reimbursement Facility Agreement (as amended); other accounts receivable of $4.4 million and $2.4 million, respectively, primarily related to insurance rebates; and software implementation cost (net of amortization) of $1.7 million and $2.1 million, respectively. As of December 31, 2022, the other current assets also included deferred financing costs of $3.1 million due to all long-term debt then being classified as current. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT A summary of property, plant and equipment as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Land $ 4,006 $ 4,006 Buildings and leasehold improvements 60,827 50,833 Machinery and equipment 286,376 277,852 Furniture and fixtures 10,804 10,558 Capitalized ERP system development costs 45,903 45,917 Computers and computer software 20,067 19,457 Automobiles 3,215 3,536 Construction in progress 6,634 19,196 Total 437,832 431,355 Accumulated depreciation and amortization (310,775) (293,256) Property, plant, and equipment, net $ 127,057 $ 138,099 Included in the table above are assets under finance leases of $8.5 million and $7.4 million and related accumulated amortization of $3.3 million and $2.3 million as of December 31, 2023 and 2022, respectively. Depreciation expense for the years ended December 31, 2023 and 2022 was $21.8 million, and $22.9 million respectively. Assets sold and disposed of during the twelve months ended December 31, 2023 and 2022 had a carrying value of $0.2 million and $2.5 million, respectively, resulting in a gain on sale of $0.2 million and $4.2 million, respectively. The assets sold for the twelve months ended December 31, 2023 consisted of $0.1 million in machinery and equipment and $0.1 million primarily in leasehold improvements. The assets sold for the twelve months ended December 31, 2022 primarily consisted of $1.3 million in land, $0.9 million in buildings and $0.3 million in machinery and equipment. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS A summary of intangible assets as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 Gross Accumulated Net Customer relationships $ 164,305 $ (102,630) $ 61,675 Trade names 20,262 (19,742) 520 Technology 2,300 (1,802) 498 Licenses 683 (683) — Intangible assets $ 187,550 $ (124,857) $ 62,693 December 31, 2022 Gross Accumulated Net Customer relationships $ 165,231 $ (91,296) $ 73,935 Non-compete agreements 4,281 (4,281) — Trade names 20,563 (19,830) 733 Technology 2,707 (1,978) 729 Licenses 840 (830) 10 Other 12,983 (12,983) — Intangible assets $ 206,605 $ (131,198) $ 75,407 Amortization expense on intangible assets for the years ended December 31, 2023 and 2022 was $12.7 million, and $12.9 million, respectively. Amortization expense for intangible assets is forecasted to be approximately $12.4 million, $12.4 million, $12.0 million, $11.3 million, and $6.4 million in 2024, 2025, 2026, 2027 and 2028, respectively. |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES A summary of other accrued liabilities as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Payroll and other compensation expenses $ 39,943 $ 48,507 Legal and professional accruals 53,972 46,665 Insurance accruals 7,170 7,483 Property, sales and other non-income related taxes 7,248 7,348 Accrued interest 4,487 3,963 Volume discounts 2,479 2,050 Other accruals 2,790 3,251 Other accrued liabilities $ 118,089 $ 119,267 Under the Coronavirus Aid, Relief and Economic Security Act we qualified to defer the employer portion of social security taxes incurred through the end of calendar year 2020. As of December 31, 2022, we had $6.5 million outstanding under this program, included in Payroll and other compensation expenses in the above table and paid in January 2023. We also deferred certain payroll related expenses and tax payments under other foreign government programs. We had $1.6 million and $2.1 million as of December 31, 2023 and 2022, respectively, related to these foreign deferrals. Legal and professional accruals include accruals for legal and professional fees as well as accrued legal claims, refer to Note 16 - Commitments and Contingencies for legal claims information. Certain legal claims are covered by our third-party insurance providers and the related insurance receivables for these claims are recorded in prepaid expenses and other current assets, refer to Note 6 - Prepaid and Other Current Asset s. Payroll and other compensation expenses include all payroll related accruals including, among others, accrued vacation, severance, and bonuses. Insurance accruals primarily relate to accrued medical and workers compensation costs. Property, sales and other non-income related taxes includes accruals for items such as sales and use tax, property tax and other related tax accruals. Accrued interest relates to the interest accrued on our long-term debt. Other accruals include various business accruals. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the year ended December 31, 2023, our income tax provision resulted in an effective tax rate of 6.4%. For the year ended December 31, 2022, our income tax provision resulted in an effective tax rate of 2.3%. Our income tax provision for the year ended December 31, 2023 was $4.6 million, our income tax provision for December 31, 2022 was $3.3 million and includes federal, state and foreign taxes. The components of our tax provision and benefit on continuing operations were as follows (in thousands): Current Deferred Total Twelve months ended December 31, 2023: U.S. Federal $ (145) $ 304 $ 159 State & local 338 — 338 Foreign jurisdictions 3,110 971 4,081 Tax provision $ 3,303 $ 1,275 $ 4,578 Twelve months ended December 31, 2022: U.S. Federal $ (211) $ — $ (211) State & local 513 — 513 Foreign jurisdictions 1,319 1,685 3,004 Tax provision $ 1,621 $ 1,685 $ 3,306 The components of pre-tax income (loss) from continuing operations for the years ended December 31, 2023 and 2022 were as follows (in thousands): Twelve Months Ended 2023 2022 Domestic $ (86,077) $ (156,001) Foreign 14,933 9,220 Pre-tax loss from continuing operations $ (71,144) $ (146,781) The income tax provision in 2023 and 2022 attributable to the loss from continuing operations, respectively, differed from the amounts computed by applying the U.S. federal income tax rate 21% in 2023 and 2022, to pre-tax loss from continuing operations as a result of the following (in thousands): Twelve Months Ended 2023 2022 Pre-tax loss from continuing operations $ (71,144) $ (146,781) Computed income taxes at statutory rate (14,940) (30,824) State income taxes, net of federal benefit (200) 395 Foreign tax rate differential 1,229 701 Non-cash compensation 108 228 Deferred taxes on investment in foreign subsidiaries 305 — Non-deductible expenses 246 118 Foreign withholding 641 693 Prior year tax adjustments (299) 7 Valuation allowance 16,512 31,430 Other 976 558 Total expense for income tax on continuing operations $ 4,578 $ 3,306 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2023 2022 Deferred tax assets: Accrued compensation and benefits $ 4,710 $ 7,630 Receivables 262 552 Inventory 311 296 Share based compensation 525 258 Other accrued liabilities 1,974 2,940 Tax credit carry forward 3,038 2,314 Interest expense limitation 41,477 28,137 Goodwill and intangible costs 9,110 10,143 Debt transactions 4,174 1,780 Net operating loss carry forwards 45,351 38,860 Other 611 1,770 Deferred tax assets 111,543 94,680 Less: Valuation allowance (93,677) (73,483) Deferred tax assets, net $ 17,866 $ 21,197 Deferred tax liabilities: Property, plant and equipment (15,947) (17,642) Unremitted earnings of foreign subsidiaries (2,960) (3,581) Other (3,476) (3,260) Deferred tax liabilities (22,383) (24,483) Net deferred tax liability $ (4,517) $ (3,286) We successfully negotiated amendments to existing debt instruments and entered into new agreements with lenders. These actions removed the substantial doubt about the Company's ability to continue as a going concern that previously existed and disclosed in prior periods. As of December 31, 2023, a valuation allowance of $93.7 million was recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized, primarily attributable to the domestic operations. However, on the basis of the Company's ability to continue as a going concern, we evaluated all available evidence, both positive and negative and determined that sufficient future taxable income will be generated to allow for the realization of the existing deferred tax assets in certain foreign jurisdictions in which the we operate. As a result, we were able to release $2.9 million of valuation allowance in the current year, primarily attributable to our UK and Australia subsidiaries. These benefits were offset by an increase in valuation allowance of $23.1 million on the expected realizability of our deferred tax assets for federal and state tax net operating loss carryforwards. A significant factor of negative evidence evaluated for the domestic jurisdiction was the cumulative pre-tax loss incurred over the three-year period ended December 31, 2023. As of December 31, 2023, we had net operating loss carryforwards for U.S. federal income tax purposes of $137.8 million, all of which have an indefinite carryforward period. These carryforwards are available, subject to certain limitations such as mentioned above, to offset future taxable income. Further, we have state net operating loss carryforwards of $210.8 million with $177.2 million expiring on various dates through 2043 and $33.5 million with an indefinite carryforward period. As of December 31, 2023, we had interest expense carryforward for U.S. income tax purposes of $174.9 million. The entire $174.9 million has an indefinite carryforward period. These carryforwards are available, subject to certain limitations, to offset future taxable income. As of December 31, 2023, we had $2.9 million of tax credits that will expire on various dates through 2037 if not utilized. As of December 31, 2023, we had foreign net operating loss carryforwards totaling $16.7 million. Of this amount, $0.2 million will expire in various dates through 2033 and $16.5 million has an unlimited carryforward period. As of December 31, 2023, none of our undistributed earnings of foreign operations were considered to be permanently reinvested overseas. As of December 31, 2023, the deferred tax liability related to undistributed earnings of foreign subsidiaries was $2.9 million. As of December 31, 2023, $2.3 million of unrecognized tax benefits would affect our effective tax rate. We estimate the uncertain tax benefits that may be recognized within the next twelve months will not be material. Our policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. We file income tax returns in the U.S. federal and state jurisdictions as well as various foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2016. We are currently under audit in one of the states in which we do substantial business. As of December 31, 2023, we recorded a $0.9 million tax liability in our uncertain positions related to this audit due to retroactive changes included in final regulations issued by the state. Certain Dutch entities were also under audit. We did not anticipate any material adjustments related to these examinations. Periodic examinations of our tax filings occur by the taxing authorities for the jurisdictions in which we conduct business. These examinations review the significant positions taken on our returns, including the timing and amount of income and deductions reported, as well as the allocation of income among multiple taxing jurisdictions. We do not expect any material adjustments to result from positions taken on our income tax returns. The following table summarizes reconciliation of gross unrecognized tax benefits, excluding penalties and interest, for the year ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended 2023 2022 Unrecognized tax benefits - January 1 $ 1,097 $ 1,285 Additions based on tax positions related to prior years 399 350 Disposition of uncertain tax positions of discontinued operations — (426) Reductions resulting from a lapse of the applicable statute of limitations (44) (112) Unrecognized tax benefits - December 31 $ 1,452 $ 1,097 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT As of December 31, 2023 and 2022, our total long-term debt and finance lease obligations are summarized as follows (in thousands): December 31, 2023 2022 2022 ABL Credit Facility $ 113,415 $ 99,916 ME/RE Loans 1 24,061 — APSC Term Loan 1 — 31,562 Uptiered Loan / Subordinated Term Loan 1 129,436 107,905 Incremental Term Loan 1 38,758 — Total 305,670 239,383 Convertible Debt 1 — 40,650 Finance lease obligations 2 5,756 5,902 Total debt and finance lease obligations 311,426 285,935 Current portion of long-term debt and finance lease obligations (5,212) (280,993) Total long-term debt and finance lease obligations, less current portion $ 306,214 $ 4,942 _________________ 1 Comprised of principal amount outstanding, less unamortized discount and issuance costs. See below for additional information. 2 For information on our finance lease obligations, see Note 12 - Leases . The following table summarizes scheduled maturities of our debt for the years succeeding December 31, 2023 (in thousands): December 31 2024 $ 4,267 2025 137,821 2026 125,290 2027 50,000 2028 — Thereafter — Total $ 317,378 2022 ABL Credit Facility On February 11, 2022, we entered into a credit agreement, with the lender parties thereto, and Eclipse Business Capital, LLC, a Delaware limited liability company, as agent, (the “ABL Agent”) (such agreement, as amended by Amendment No. 1 dated as of May 6, 2022, Amendment No. 2 dated as of November 1, 2022, Amendment No.3 dated June 16, 2023, and Amendment No.4 dated March 6, 2024, and as further amended from time to time, the “2022 ABL Credit Agreement”). Available funding commitments to us under the 2022 ABL Credit Agreement, subject to certain conditions, include a revolving credit line in an amount of up to $130.0 million to be provided by certain affiliates of the ABL Agent (the “Revolving Credit Loans”), with a $35.0 million sublimit for swingline borrowings, a $26.0 million sublimit for issuances of letters of credit, and an incremental delayed draw term loan of up to $35.0 million (the “Delayed Draw Term Loan”) provided by Corre Partners Management, LLC and certain of its affiliates (collectively, the “2022 ABL Credit Facility”). The proceeds from the 2022 ABL Credit Facility were used to, among other things, pay off and terminate the 2020 ABL Facility (asset-based credit agreement with Citibank, N.A. for available borrowings up to $150.0 million entered on December 18, 2020). Our obligations under the 2022 ABL Credit Agreement are guaranteed by certain of our direct and indirect subsidiaries referenced below as the “ABL Guarantors” and, together with the Company, the “ABL Loan Parties.” Our obligations under the 2022 ABL Credit Facility are secured on a first priority basis by, among other things, accounts receivable, deposit accounts, securities accounts and inventory of the ABL Loan Parties (collectively, the “ABL Priority Collateral”) and are secured on a lower priority basis by substantially all of the other assets of the ABL Loan Parties, subject to the terms of the Intercreditor Agreement (as defined below). Availability under the revolving credit line is based on a percentage of the value of qualifying accounts receivable and inventory, reduced by certain reserves. The terms of the 2022 ABL Credit Facility are described in the table below (dollar amounts are presented in thousands): Revolving Credit Loans Delayed Draw Term Loan Original maturity date 2/11/2025 2/11/2025 Amended maturity date 8/11/2025 8/11/2025 Original stated interest rate LIBOR + applicable margin (base + applicable margin) LIBOR+10% (Base+9%) Amended interest rate SOFR + applicable margin (base + applicable margin) SOFR + 10% (Base + 9%) Actual interest rate: 12/31/2023 10.11% 15.46% 12/31/2022 8.77% 14.12% Interest payments monthly monthly Cash paid for interest 12/31/2023 $6,984 $5,317 12/31/2022 $5,388 $2,847 Unamortized balance of deferred financing cost 12/31/2023 $267 $— 12/31/2022 $2,312 $798 Available amount at 12/31/2023 $21,271 $— The “applicable margin” in the table above is defined as a rate of 3.15%, 3.40% or 3.65% for Base Rate Loans with a 2.00% base rate floor and a rate of 4.15%, 4.40% or 4.65% for Adjusted Term SOFR Loans with a 1.00% SOFR floor, in each case depending on the amount of EBITDA (as defined in ABL Amendment No. 3 to the 2022 ABL Credit Agreement) as of the most recent measurement period as reported in a monthly compliance certificate. Base rate is used when SOFR (or LIBOR previously) is not available. The fee for undrawn revolving amounts is 0.50%. We may make voluntary prepayments of the loans under the 2022 ABL Credit Facility from time to time, subject, in the case of the Delayed Draw Term Loan, to certain conditions. Mandatory prepayments are also required in certain circumstances, including with respect to the Delayed Draw Term Loan, if the ratio of aggregate value of the collateral under the 2022 ABL Credit Facility to the sum of the Delayed Draw Term Loan plus revolving facility usage outstanding is less than 130%. In addition, mandatory prepayments are required for the Delayed Draw Term Loan, equal to 100% of all net cash proceeds attributable to certain European collateral realized in connection with the assets disposition. Amounts repaid under the Revolving Credit Loans may be re-borrowed, subject to compliance with the borrowing base and the other conditions set forth in the 2022 ABL Credit Agreement. Amounts repaid under the Delayed Draw Term Loan cannot be re-borrowed. Certain permanent repayments of the 2022 ABL Credit Facility loans are subject to the payment of a premium of 1.00% from June 16, 2023 until August 11, 2024, and 0.50% after August 11, 2024 until August 11, 2025. The 2022 ABL Credit Agreement contains customary conditions to borrowings and covenants, including covenants that restrict our ability to sell assets, make changes to the nature of our business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of certain debt. The 2022 ABL Credit Agreement following the execution of Amendment No. 3 also requires that we will not exceed $15.0 million in unfinanced capital expenditures in any CapEx Test Period (as defined therein); provided we shall be permitted to make up to $25.0 million in unfinanced capital expenditures in any CapEx Test Period (as defined therein) if we maintain a total leverage ratio of less than or equal to 2.00 to 1.00 on a pro forma basis immediately after giving effect to each such unfinanced capital expenditure in excess of the capital expenditure limit. In addition, the 2022 ABL Credit Agreement includes customary events of default, the occurrence of which may require that we pay an additional 2.0% interest on the outstanding loans under the 2022 ABL Credit Facility and that the debt becomes payable immediately. As of December 31, 2023, we are in compliance with the covenants. Direct and incremental costs associated with the issuance of the 2022 ABL Credit Facility were approximately $8.4 million and were capitalized as deferred financing costs. These costs were fully amortized as of June 16, 2023 due to the Maturity Reserve Trigger Date provision that was previously applicable. We incurred an additional $0.4 million of financing cost related to the existing ABL Credit Facility in connection with the ABL Amendment No. 3. These costs were capitalized and amortized on a straight-line basis over the amended term of the 2022 ABL Credit Facility. As of December 31, 2023, we had $78.4 million outstanding under the Revolving Credit Loans and $35.0 million outstanding under the Delayed Draw Term Loans. There were $10.2 million in outstanding letters of credit secured by these instruments, which are off-balance sheet. ME/RE Loans The ABL Amendment No. 3, in addition to making certain other changes to the 2022 ABL Credit Facility, provided us with $27.4 million of new term loans (the “ME/RE Loans”). Our obligations in respect of the ME/RE Loans are guaranteed by certain direct and indirect material subsidiaries of the Company (the “ABL Guarantors” and, together with the Company, the “ABL Loan Parties”). The ME/RE Loans under the 2022 ABL Credit Agreement are secured on a first priority basis by, among other things, certain real estate and machinery and equipment (the “Specified ME/RE Collateral”) and are secured on a lower priority basis by substantially all of the other assets of the ABL Loan Parties. The ME/RE Loans were drawn in full on June 16, 2023 and were used to pay off the amounts owed under the existing APSC Term Loan, discussed below. The terms of ME/RE Loans are described in the table below (dollar amounts are presented in thousands): Original maturity date 8/11/2025 Original stated interest rate SOFR + 5.75% + 0.11% credit spread adjustment Principal payments $237 monthly Effective interest rate 12/31/2023 1 17.40% 12/31/2022 N/A Actual interest rate 12/31/2023 11.21% 12/31/2022 N/A Interest payments monthly Cash paid for interest 12/31/2023 $1,384 12/31/2022 N/A Balances at 12/31/2023 Principal balance $25,823 Unamortized balance of debt issuance cost $(1,762) Net carrying balance $24,061 Available amount at 12/31/2023 $— _________________ 1 The effective interest rate as of December 31, 2023, consisted of a 11.21% variable interest rate paid in cash and an additional 6.19% due to amortization of the related debt issuance costs. We may make voluntary prepayments of the ME/RE Loans from time to time. Mandatory prepayments are required in certain instances when sales of assets are completed that are related to the Specified ME/RE Collateral, and with annual excess cash flow (as defined in the 2022 ABL Credit Agreement), subject to certain prepayment premiums (subject to certain exceptions), plus accrued and unpaid interest. The remaining unpaid principal balance of the ME/RE loans at maturity will be $21.3 million. The ME/RE Loans are governed by the 2022 ABL Credit Agreement and the same restrictive covenants described above under 2022 ABL Credit Facility apply. Direct and incremental costs associated with the issuance of the ME/RE Loans in connection with ABL Amendment No. 3 were approximately $2.2 million and were deferred and presented as a direct deduction from the carrying amount of the related debt and are amortized over the term of the ME/RE Loans. APSC Term Loan On June 16, 2023, we used the proceeds from the ME/RE Loans and borrowings under the 2022 ABL Credit Facility to repay the total outstanding APSC Term Loan (defined below) balance of $35.5 million plus the applicable prepayment premium, resulting in a loss on debt extinguishment of $1.6 million. In the previous years, we entered into that certain Term Loan Credit Agreement, dated December 18, 2020, (as amended, the “APSC Term Loan Credit Agreement”) with Atlantic Park Strategic Capital Fund, L.P., as agent (“APSC”), pursuant to which we borrowed $250.0 million (the “APSC Term Loan”). The terms of APSC Term Loan are described in the table below (dollar amounts are presented in thousands): Original maturity date 12/18/2026 Original stated interest rate variable Effective interest rate 1 06/16/2023 (date of extinguishment) 38.61% 12/31/2022 37.99% Actual interest rate: 06/16/2023 (date of extinguishment) 12.63% 12/31/2022 11.73% Interest payments Quarterly Cash paid for interest YTD 12/31/2023 $2,861 YTD 12/31/2022 $17,466 PIK interest added to principal YTD 12/31/2023 $— YTD 12/31/2022 $6,627 Balances at 12/31/2022 Principal balance $35,510 Unamortized balance of debt issuance cost $(3,948) Net carrying balance $31,562 1 The effective interest rate as of June 16, 2023, consisted of a 12.63% variable interest rate paid in cash and an additional 25.98% due to the acceleration of amortization of the related debt issuance costs. The effective interest rate as of December 31, 2022, consisted of a 11.73% variable interest rate paid in cash and an additional 26.26% due to the acceleration of amortization of the related debt issuance costs. Amended and Restated Term Loan Credit Agreement - Uptiered Loan / Subordinated Term Loan and Incremental Term Loan On November 9, 2021, we entered into a credit agreement (as amended by Amendment No. 1 dated as of November 30, 2021, Amendment No. 2 dated as of December 6, 2021, Amendment No. 3 dated as of December 7, 2021, Amendment No. 4 dated as of December 8, 2021, Amendment No. 5 dated as of February 11, 2022, Amendment No. 6 dated as of May 6, 2022, Amendment No. 7 dated as of June 28, 2022, Amendment No. 8 dated as of October 4, 2022, Amendment No. 9 dated as of November 1, 2022, Amendment No. 10 dated as of November 4, 2022, Amendment No. 11 dated as of November 21, 2022 and Amendment No. 12 dated as of March 29, 2023, the “Subordinated Term Loan Credit Agreement”) with Cantor Fitzgerald Securities, as agent, and the lenders party thereto providing for an unsecured approximately $123.1 million delayed draw subordinated term loan facility. Pursuant to the Subordinated Term Loan Credit Agreement, we borrowed $22.5 million on November 9, 2021, and an additional $27.5 million on December 8, 2021. On October 4, 2022, an additional approximately $57.0 million was added to the outstanding principal amount under the Subordinated Term Loan Credit Agreement in exchange for an equivalent amount of the Company’s senior unsecured 5.00% Convertible Senior Notes due 2023 (the “Notes”) held by Corre. On June 16, 2023, we entered into an amendment and restatement of that certain subordinated term loan credit agreement dated as of November 9, 2021 (such agreement, as amended and restated, and as further amended by Amendment No.1 dated March 6, 2024, the “A&R Term Loan Credit Agreement”) among the Company, as borrower, the guarantors party thereto, the lenders from time-to-time party thereto and Cantor Fitzgerald Securities, as agent (the “A&R Term Loan Agent”). Additional funding commitments under the A&R Term Loan Credit Agreement, subject to certain conditions, included a $57.5 million senior secured first lien term loan (the “Incremental Term Loan”) provided by Corre and certain of its affiliates, consisting of a $37.5 million term loan tranche and a $20.0 million delayed draw tranche. Amounts outstanding under the existing subordinated term loan credit agreement (the “Uptiered Loan”) have become senior secured obligations of the Company and the A&R Term Loan Guarantors (as defined below) and are secured on a pari passu basis with the Incremental Term Loan, on the terms described below. On July 31, 2023, $42.5 million, made up of $37.5 million of the term loan tranche and $5.0 million of the delayed draw tranche, of the $57.5 million Incremental Term Loan under the A&R Term Loan Credit Agreement was drawn down and the proceeds thereof were used to repay the Notes that matured on August 1, 2023. We borrowed an additional $5.0 million on October 6, 2023. The remaining availability of the delayed draw tranche of The Company’s obligations under the A&R Term Loan Credit Agreement are guaranteed by certain direct and indirect material subsidiaries of the Company (the “A&R Term Loan Guarantors” and, together with the Company, the “A&R Term Loan Parties”). The obligations of the A&R Term Loan Parties are secured on a second or lower priority basis by the ABL Priority Collateral and the Specified ME/RE Collateral, and on a first priority basis by substantially all of the other assets of the A&R Term Loan Parties, subject to the terms of an intercreditor agreement (the “Intercreditor Agreement”) between the A&R Term Loan Agent, the ABL Agent and the A&R Term Loan Parties, that sets forth the priorities in respect of the collateral and certain related agreements with respect thereto. We may make voluntary prepayments of the loans under the A&R Term Loan Credit Agreement from time to time, and we are required in certain instances related to change of control, asset sales, equity issuances, non-permitted debt issuances and with annual excess cash flow (as defined in the A&R Term Loan Credit Agreement), to make mandatory prepayments of the loans under the A&R Term Loan Credit Agreement, subject to certain prepayment premiums as specified in the A&R Term Loan Credit Agreement (subject to certain exceptions), plus accrued and unpaid interest. The A&R Term Loan Credit Agreement contains certain customary conditions to borrowings, events of default and affirmative, negative, and financial covenants (including a net leverage ratio and maximum annual capital expenditures covenant, all as described in the A&R Term Loan Credit Agreement). As of December 31, 2023, we were in compliance with the covenants. Further, the A&R Term Loan Credit Agreement includes certain customary events of default, the occurrence of which may require an additional 2.00% interest on the outstanding loans and other obligations under the A&R Term Loan Credit Agreement and the debt may become payable immediately. The terms of Uptiered Loan / Subordinated Term Loan and Incremental Term Loan are described in the table below (dollar amounts are presented in thousands): Uptiered Loan / Subordinated Term Loan Incremental Term Loan Maturity date 12/31/2027 (12/31/2026 if outstanding balance is greater than $50 million) 12/31/2026 Stated interest rate 12% PIK through 12/31/2023, then cash and PIK split as described below 12% paid in cash Principal payments at maturity $356 quarterly Effective interest rate 12/31/2023 12.86% 1 22.96% 2 12/31/2022 29.23% 1 N/A Interest payments cash quarterly/PIK monthly quarterly Cash paid for interest 12/31/2023 $— $898 12/31/2022 $— N/A PIK interest added to principal 12/31/2023 $14,644 $8 12/31/2022 $7,359 N/A Balances at 12/31/2023 Principal balance 3 $130,088 $48,052 Unamortized balance of debt issuance cost $(651) $(9,294) Net carrying balance $129,436 $38,758 Balances at 12/31/2022 Principal balance 3 $115,443 N/A Unamortized balance of debt issuance cost $(7,538) N/A Net carrying balance $107,905 N/A Available amount at 12/31/2023 $— $10,000 ___________ 1 The effective interest rate on the Uptiered Loan/Subordinated Term Loan as of December 31, 2023, consisted of a 12.00% stated interest rate paid in PIK and an additional 0.86% due to the amortization of the related debt issuance costs. The effective interest rate on the Uptiered Loan/Subordinated Term Loan as of December 31, 2022 consisted of a 12.00% stated interest rate paid in PIK and an additional 17.23% due to the acceleration of the amortization of the related debt issuance costs. 2 The effective interest rate on the Incremental Term Loan as of December 31, 2023, consisted of a 12.00% stated interest rate paid in cash and an additional 10.96% due to the amortization of the related debt issuance costs. 3 The principal balance of the Uptiered Loan / Subordinated Term Loan is made up of $22.5 million drawn on November 9, 2021, $27.5 million drawn on December 8, 2021, and $57.0 million added as part of the exchange agreement on October 4, 2022. In addition, the principal balance includes PIK interest recorded of $22.2 million and $7.4 million as of December 31, 2023 and December 31, 2022 respectively, and PIK fees of $0.9 million. The Uptiered Loan under the A&R Term Loan Credit Agreement bears interest at an annual rate of 12.00%, PIK from June 16, 2023 through December 31, 2023, and thereafter a split between cash and PIK, with the cash portion ranging from 2.50% per annum to 12.00% per annum, and the PIK portion ranging from 9.50% per annum to 0.00% per annum, depending on the Company’s Net Leverage Ratio (as defined in the A&R Term Loan Credit Agreement). In addition, if certain minimum liquidity thresholds set forth in the A&R Term Loan Credit Agreement are not met for an applicable interest payment date, all interest in respect of the Uptiered Loan payable on such interest payment date will be PIK, irrespective of the Net Leverage Ratio at such time. In addition, if certain conditions related to repayments in respect of the Incremental Term Loan are not met, certain additional quarterly fees (not to exceed 4 such fees) plus a 150 basis point increase to the applicable interest rate will be payable to the lenders under the A&R Term Loan Credit Agreement in cash or common stock of the Company, at the Company’s option. Direct and incremental costs associated with the issuance of the Incremental Term Loan in connection with the A&R Term Loan Credit Agreement were approximately $10.1 million and were deferred and presented as a direct deduction from the carrying amount of the related debt and are amortized over the term of the Incremental Term Loan. Warrants As of December 31, 2023 and December 31, 2022, APSC Holdco II, L.P. held 500,000 warrants and certain Corre holders collectively held 500,000 warrants in each case providing for the purchase of one share of the Company’s common stock per warrant at an exercise price of $15.00. The warrants will expire on December 8, 2028. See table below for further details. Original After 1 for 10 Reverse Stock Split (Effective date December 22, 2022) Holder Date Number of shares Exercise price Expiration date Number of shares Exercise price Expiration date APSC Holdco II, LP Original 12/18/2020 3,582,949 $ 7.75 6/14/2028 Amended 11/9/2021 500,000 $ 1.50 6/14/2028 Amended 12/8/2021 917,051 $ 1.50 12/8/2028 Total APSC 5,000,000 $ 1.50 12/8/2028 500,000 $ 15.00 12/8/2028 Corre 12/8/2021 5,000,000 $ 1.50 12/8/2028 500,000 $ 15.00 12/8/2028 Total warrants 10,000,000 1,000,000 The exercise price and the number of shares of our common stock issuable on exercise of the warrants are subject to certain antidilution adjustments, including for stock dividends, stock splits, reclassifications, noncash distributions, cash dividends, certain equity issuances and business combination transactions. In connection with the transactions contemplated by the 2022 ABL Credit Agreement, on February 11, 2022 we entered into a common stock subscription agreement with the Corre holders, pursuant to which we issued and sold the common stock to the Corre holders. The Company, the Corre holders and APSC Holdco entered into those certain Team, Inc. Waivers of Anti-Dilution Adjustments and Cash Transaction Exercise (collectively, the “Warrant Waivers”) and agreed, among other things, (i) to irrevocably waive certain anti-dilution adjustments set forth in such Warrant in connection with the Proposed Equity Financing (as defined in the Warrant Waivers); (ii) to not exercise such Warrant, in whole or in part, if the Company determines that such exercise will cause an ownership change within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (assuming, among other things, that the ownership change threshold is 47% rather than 50%); and (iii) to only exercise such Warrant in a “cashless” or “net-issue” exercise. Convertible Debt On July 31, 2023, $42.5 million of the $57.5 million under the Incremental Term Loan was drawn down and the proceeds thereof were used to repay in full the remaining principal and accrued interest of the outstanding Notes on their maturity date of August 1, 2023. Previously, on July 31, 2017, we had issued $230.0 million principal amount of Notes in a private offering to qualified institutional buyers (as defined in the Securities Act of 1933) pursuant to Rule 144A under the Securities Act (the “Offering”). Net proceeds received from the Offering were approximately $222.3 million after deducting discounts, commissions and expenses and were used to repay outstanding borrowings under a previous credit facility. In December 2020, we retired $136.9 million par value of our Notes, and on October 4, 2022, we had entered into an exchange agreement (the “Exchange Agreement”) with certain holders to exchange approximately $57.0 million of aggregate principal amount, plus accrued and unpaid PIK Interest, of the Notes for an equivalent increased principal amount of term loan under the Subordinated Term Loan Credit Agreement. Following the closing of the Exchange Agreement and Amendment No.8 to the Subordinated Term Loan Credit Agreement, we had approximately $41.2 million in aggregate principal amount of Notes outstanding. The Notes bore interest at a rate of 5.0% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2018. The Notes were originally scheduled to mature on August 1, 2023. Effective interest rate as of December 31, 2022 was 7.84%. Amortization of discount and debt issuance cost for the years ended December 31, 2023 and 2022 amounted to $0.5 million and $2.4 million, respectively. As of December 31, 2022, the outstanding net carrying balance of the Notes was $40.7 million consisting of the principal balance of $41.2 million and unamortized discount and debt issuance cost of $0.5 million. Cash interest paid for the years ended December 31, 2023 and 2022 amounted to $2.1 million and $2.1 million, respectively. PIK interest of $4.2 million was added to principal during 2022. There was no PIK interest in 2023. Fair Value of Debt The fair value of our 2022 ABL Credit Facility, Uptiered Loan, Incremental Term Loan and ME/RE Loans are representative of the carrying value based upon the respective interest rate terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt. The fair value of the Notes as of December 31, 2022 was $37.5 million, (inclusive of the fair value of the conversion option) and a “Level 2” measurement, determined based on the observed trading price of these instruments. The Notes were fully paid off on August 1, 2023. 1970 Group Substitute Insurance Reimbursement Facility On September 29, 2022, we entered into the Substitute Insurance Reimbursement Facility Agreement with 1970 Group Inc. (“1970 Group’) (as amended by that certain first amendment thereto dated August 29, 2023, the “Substitute Insurance Reimbursement Facility Agreement”). Under this agreement, the 1970 Group extended us credit in the form of a substitute reimbursement facility (the “Substitute Reimbursement Facility”) to initially provide up to approximately $21.4 million of letters of credit on our behalf in support of our workers’ compensation, commercial automotive and general liability insurance carriers for workers’ compensation, commercial automotive and/or general liability policies (the “Insurance Policies”). Such letters of credit arranged by the 1970 Group permitted the return of certain existing letters of credit for our account that were outstanding for the purpose of supporting the Insurance Policies and that are required to be collateralized, thereby providing us increased liquidity. Under the Substitute Insurance Reimbursement Facility Agreement, we are required to reimburse the 1970 Group for any draws made under the letters of credit within five business days The Substitute Insurance Reimbursement Facility Agreement contains certain affirmative covenants regarding our insurance contracts, and certain events of default. Our obligations under the Substitute Insurance Reimbursement Facility Agreement are not guaranteed by any of our subsidiaries, are unsecured and are subordinated to our debt obligations. As of December 31, 2023 we have $21.3 million of letters of credit outstanding under the Substitute Reimbursement Facility. According to the provisions of ASC 470 – Debt, the arrangement is a Substitute Insurance Reimbursement Facility limited to the amounts drawn under the letters of credit. Therefore, until we use or draw on the Substitute Insurance Reimbursement Facility, the letters of credit are treated as an off-balance sheet credit arrangement. Fees in the amount of $2.9 million and $2.9 million, respectively, were paid by us during the years ended December 31, 2023 and 2022 and were deferred and amortized over the term of the arrangement. As of December 31, 2023 and 2022, the unamortized balance of $1.8 million was included in other current assets. Liquidity As of December 31, 2023, we had $30.4 million of unrestricted cash and cash equivalents and $5.0 million of restricted cash including $3.4 million of restricted cash held as collateral for letters of credit and commercial card programs. International cash balances as of December 31, 2023 were $12.0 million, and approximately $0.6 million of such cash is located in countries where currency or regulatory restrictions exist. As of December 31, 2023, we had approximately $31.3 million of availability under our various credit facilities, consisting of $21.3 million available under the Revolving Credit Loans and $10.0 million available under the Incremental Delayed Draw Term Loan under the A&R Term Loan Credit Agreement. We had $35.7 million in letters of credit and $2.5 million in surety bonds outstanding and an additional $2.1 million in miscellaneous cash deposits securing leases or other required obligations. Our cash and cash equivalents as of December 31, 2022 totaled $58.1 million, of which $7.0 million was restricted, including $4.6 million of restricted cash held as collateral for letters of credit and commercial card programs. Additionally, $16.3 million of the $58.1 million of cash and cash equivalents was in foreign accounts, primarily in Europe, Canada and Australia including $1.4 million of cash located in countries where currency or regulatory restrictions exist. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | LEASES We determine if an arrangement is a lease at inception. Operating leases are included in “Operating lease right-of-use (‘ROU’) assets”, “current portion of operating lease obligations” and “operating lease obligations” on our consolidated balance sheets. Finance leases are included in “property, plant and equipment, net”, “current portion of long-term debt and finance lease obligations” and “long-term debt and finance lease obligations” on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments and short-term lease payments (leases with initial terms less than twelve months) are expensed as incurred. We have lease agreements with lease and non-lease components for certain equipment, office, and vehicle leases. We have elected the practical expedient to not separate lease and non-lease components and account for both as a single lease component. We have operating and finance leases primarily for equipment, real estate, and vehicles. Some of our leases include options to extend the leases for up to 10 years, and some may include options to terminate the leases within 1 year. The components of lease expense are as follows (in thousands): December 31, 2023 2022 Operating lease costs $ 24,605 $ 25,116 Variable lease costs 5,198 5,346 Finance lease costs: Amortization of right-of-use assets 1,182 765 Interest on lease liabilities 462 421 Total lease cost $ 31,447 $ 31,648 Lease cost - discontinued operations $ — $ 841 Lease cost - continuing operations $ 31,447 $ 30,807 Other information related to leases is as follows (in thousands): December 31, 2023 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 18,823 $ 19,032 Operating cash flows from finance leases 446 316 Financing cash flows from finance leases 1,039 885 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 3,402 $ 3,455 Finance leases $ 1,371 $ 1,270 Amounts recognized in the consolidated balance sheet are as follows (in thousands): December 31, 2023 2022 Operating Leases: Operating lease right-of-use assets $ 40,498 $ 48,462 Current portion of operating lease obligations 14,232 13,823 Operating lease obligations (non-current) 29,962 38,819 Finance Leases: Property, plant and equipment, net $ 5,258 $ 5,107 Current portion of long-term debt and finance lease obligations 945 960 Long-term debt and finance lease obligations 4,811 4,942 Weighted average remaining lease term Operating leases 5 years 6 years Finance leases 8 years 9 years Weighted average discount rate Operating leases 8.1 % 7.5 % Finance lease 8.0 % 7.3 % As of December 31, 2023, we have no material additional operating and finance leases that have not yet commenced. As of December 31, 2023, future minimum lease payments under non-cancellable (excluding short-term leases) are as follows (in thousands): Twelve Months Ended December 31, Operating Leases Finance Leases 2024 $ 16,519 $ 1,307 2025 11,389 1,011 2026 7,426 903 2027 5,855 753 2028 3,091 646 Thereafter 9,138 2,866 Total future minimum lease payments $ 53,418 $ 7,486 Less: Interest 9,224 1,730 Present value of lease liabilities $ 44,194 $ 5,756 Total rent expense resulting from operating leases, including short-term leases, for the years ended December 31, 2023 and 2022 were $36.4 million and $37.3 million, respectively. |
Leases | LEASES We determine if an arrangement is a lease at inception. Operating leases are included in “Operating lease right-of-use (‘ROU’) assets”, “current portion of operating lease obligations” and “operating lease obligations” on our consolidated balance sheets. Finance leases are included in “property, plant and equipment, net”, “current portion of long-term debt and finance lease obligations” and “long-term debt and finance lease obligations” on our consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease payments and short-term lease payments (leases with initial terms less than twelve months) are expensed as incurred. We have lease agreements with lease and non-lease components for certain equipment, office, and vehicle leases. We have elected the practical expedient to not separate lease and non-lease components and account for both as a single lease component. We have operating and finance leases primarily for equipment, real estate, and vehicles. Some of our leases include options to extend the leases for up to 10 years, and some may include options to terminate the leases within 1 year. The components of lease expense are as follows (in thousands): December 31, 2023 2022 Operating lease costs $ 24,605 $ 25,116 Variable lease costs 5,198 5,346 Finance lease costs: Amortization of right-of-use assets 1,182 765 Interest on lease liabilities 462 421 Total lease cost $ 31,447 $ 31,648 Lease cost - discontinued operations $ — $ 841 Lease cost - continuing operations $ 31,447 $ 30,807 Other information related to leases is as follows (in thousands): December 31, 2023 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 18,823 $ 19,032 Operating cash flows from finance leases 446 316 Financing cash flows from finance leases 1,039 885 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 3,402 $ 3,455 Finance leases $ 1,371 $ 1,270 Amounts recognized in the consolidated balance sheet are as follows (in thousands): December 31, 2023 2022 Operating Leases: Operating lease right-of-use assets $ 40,498 $ 48,462 Current portion of operating lease obligations 14,232 13,823 Operating lease obligations (non-current) 29,962 38,819 Finance Leases: Property, plant and equipment, net $ 5,258 $ 5,107 Current portion of long-term debt and finance lease obligations 945 960 Long-term debt and finance lease obligations 4,811 4,942 Weighted average remaining lease term Operating leases 5 years 6 years Finance leases 8 years 9 years Weighted average discount rate Operating leases 8.1 % 7.5 % Finance lease 8.0 % 7.3 % As of December 31, 2023, we have no material additional operating and finance leases that have not yet commenced. As of December 31, 2023, future minimum lease payments under non-cancellable (excluding short-term leases) are as follows (in thousands): Twelve Months Ended December 31, Operating Leases Finance Leases 2024 $ 16,519 $ 1,307 2025 11,389 1,011 2026 7,426 903 2027 5,855 753 2028 3,091 646 Thereafter 9,138 2,866 Total future minimum lease payments $ 53,418 $ 7,486 Less: Interest 9,224 1,730 Present value of lease liabilities $ 44,194 $ 5,756 Total rent expense resulting from operating leases, including short-term leases, for the years ended December 31, 2023 and 2022 were $36.4 million and $37.3 million, respectively. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. As of December 31, 2023, there were approximately 707,595 restricted stock units, performance awards and stock options outstanding to officers, directors, and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans are generally determined by the Compensation Committee of our Board at the time of grant and may vary. In May 2021, our shareholders approved the amendment and restatement to the 2018 Team, Inc. Equity Incentive Plan (the “2018 Plan”). The 2018 Plan authorized issuance of share-based awards representing 420,000 shares, after giving effect of the reverse stock split discussed below. As of December 31, 2023, the 2018 Plan had 86,772 shares available for issuance, not including 445,136 performance awards granted in 2023, which can be settled in shares, cash or a combination thereof when vested. These performance awards are discussed in further detail below. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock. On December 21, 2022, we completed a reverse stock split of our outstanding common stock at a ratio of one-for-ten (the “Reverse Stock Split”) that effected a proportionate reduction in shares available for issuance under the 2018 Plan. We have made proportionate adjustments to the number of stock units outstanding and issuable upon exercise or vesting of our outstanding awards as well as the applicable exercise prices and weighted average fair value. No fractional shares were issued in connection with the Reverse Stock Split. Compensation expense related to share-based compensation totaled $1.6 million, consisting of $1.4 million of stock units related expense and $0.2 million of performance units related expense, and $0.2 million, consisting of $1.5 million of stock units related expense and $1.3 million of credit related to performance units, for the years ended December 31, 2023 and 2022, respectively. Share-based compensation expense reflects an estimate of expected forfeitures. As of December 31, 2023, $3.7 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 2.0 years. There was no income tax benefit recognized for the years ended December 31, 2023 or 2022. Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over three Transactions involving our stock units grants for the twelve months ended December 31, 2023 are summarized below: Twelve Months Ended No. of Stock Weighted Average Fair Value at Date of Grant (in thousands) Stock and stock units, beginning of year 98 $ 19.55 Changes during the year: Granted 253 $ 8.22 Vested and settled (87) $ 19.81 Cancelled (2) $ 44.04 Stock and stock units, end of year 262 $ 8.36 The intrinsic value of stock units vested during the years ended December 31, 2023 and 2022 was $0.6 million and $0.5 million, respectively. We have a performance stock unit award program whereby we grant Long-Term Performance Stock Unit (“LTPSU”) awards to our executive officers. Under this program, we communicate “target awards” to the executive officers during the first year of a performance period. LTPSU awards vest with the achievement of the performance goals and completion of the required service period. Settlement occurs with common stock as soon as practicable following the vesting date. We granted 445,136 LTPSUs during 2023 to certain executives with a milestone factor related to our adjusted EBITDA. This milestone factor is considered a non-market condition under GAAP. For performance units not subject to market conditions, we determine the fair value of each performance unit based on the market price of our common stock on the date of grant. For these awards, we recognize compensation expense over the vesting term on a straight-line basis based upon the performance target that is probable of being met, subject to adjustment for changes in the expected or actual performance outcome. For performance awards, we recorded an expense of $0.2 million and income of $1.3 million for the years ended December 31, 2023 and 2022, respectively. Transactions involving our performance awards during the twelve months ended December 31, 2023 are summarized below: Twelve Months Ended Performance Units Not Subject to Market Conditions No. of Stock Units 1 Weighted Average Fair Value at Date of Grant (in thousands) Performance stock units, beginning of period 2 $ 116.90 Changes during the period: Granted 445 $ 8.22 Cancelled and forfeited (2) $ 116.90 Performance stock units, end of period 445 $ 8.22 __________________________ 1 Performance units with variable payouts are shown at target level of performance. There were no performance stock units vested during the years ended December 31, 2023 and 2022. We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. There was no compensation expense related to stock options for the years ended December 31, 2023 and 2022. Our options typically vest in equal annual installments over a four-year service period. Expense related to an option grant is recognized on a straight-line basis over the specified vesting period for those options. Stock options generally have a ten-year term. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY Shareholders’ Equity and Preferred Stock On December 21, 2022, we completed a reverse stock split of our outstanding common stock at a ratio of one-for-ten. The Reverse Stock Split effected a proportionate reduction in our authorized shares of common stock from 120,000,000 shares to 12,000,000 shares and reduced the number of shares of common stock outstanding from approximately 43,429,089 shares to approximately 4,342,909 shares. We have made proportionate adjustments to the number of common shares issuable upon exercise or conversion of our outstanding warrants and equity awards, as well as the applicable exercise prices and weighted average fair value of the equity awards. No fractional shares were issued in connection with the Reverse Stock Split. As of December 31, 2023 there were 4,415,147 shares of our common stock outstanding and 12,000,000 shares authorized with a par value of $0.30 per share. As of December 31, 2023 we had 500,000 authorized shares of preferred stock, none of which had been issued. Warrants In connection with the APSC Term Loan Credit Agreement and the Subordinated Term Loan Credit Agreement, we entered into Warrant Agreements and Waivers related to our common stock. A discussion of these transactions can be found in Note 11 - Debt. Accumulated Other Comprehensive Income (loss) A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Twelve Months Ended Twelve Months Ended Foreign Foreign Defined benefit pension plans Tax Total Foreign Foreign Defined benefit pension plans Tax Total Balance at beginning of year $ (31,847) $ 2,988 $ (10,474) $ 336 $ (38,997) $ (25,258) $ 2,988 $ (3,873) $ (589) $ (26,732) Other comprehensive income (loss) 3,006 — (567) (374) 2,065 (6,589) — (6,601) 925 (12,265) Balance at end of year $ (28,841) $ 2,988 $ (11,041) $ (38) $ (36,932) $ (31,847) $ 2,988 $ (10,474) $ 336 $ (38,997) The following table represents the related tax effects allocated to each component of other comprehensive income (loss) (in thousands): Twelve Months Ended December 31, 2023 2022 Gross Tax Net Gross Tax Net Foreign currency translation adjustments $ 3,006 $ 22 $ 3,028 $ (6,589) $ — $ (6,589) Defined benefit pension plans (567) (396) (963) (6,601) 925 (5,676) Total $ 2,439 $ (374) $ 2,065 $ (13,190) $ 925 $ (12,265) |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS Defined contribution plan. Under the Team, Inc. Salary Deferral Plan (the “Plan”), contributions are made to the Plan by qualified employees at their election and our matching contributions to the Plan are made at specified rates. Our contribution for the plan year ended December 31, 2023 and 2022 was approximately $7.2 million and $3.3 million, respectively. Defined benefit plans. In connection with our acquisition of Furmanite, we assumed liabilities associated with the defined benefit pension plans of two foreign subsidiaries, one plan covering certain United Kingdom employees (the “U.K. Plan”) and the other covering certain Norwegian employees (the “Norwegian Plan”). In connection with the sale of our Norwegian operations in 2018, all assets and liabilities associated with the Norwegian Plan were transferred to the buyer. Benefits for the U.K. Plan are based on the average of the employee’s salary for the last three years of employment. The U.K. Plan has had no new participants added since the plan was frozen in 1994 and accruals for future benefits ceased in connection with a plan curtailment in 2013. Plan assets are primarily invested in unitized pension funds managed by U.K. registered fund managers. The most recent valuation of the U.K. Plan was performed as of December 31, 2023. Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. The discount rate assumption used to determine end of year benefit obligations was 4.6% as of December 31, 2023. These rates are reviewed annually and adjusted to reflect current conditions. These rates are determined appropriate based on reference to yields. The expected return on plan assets of 6.4% for 2023 is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense. Net pension cost (credit) included the following components (in thousands): Twelve Months Ended 2023 2022 Interest cost $ 2,763 $ 1,586 Expected return on plan assets (3,719) (2,362) Amortization of prior service cost 31 31 Amortization of net actuarial loss 285 — Net pension credit $ (640) $ (745) The weighted-average assumptions used to determine benefit obligations as of December 31, 2023 and 2022 are as follows: December 31, 2023 2022 Discount rate 4.6 % 5.0 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.1 % 3.2 % ______________ 1 Not applicable due to plan curtailment. The weighted-average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31, 2023 and 2022 are as follows: Twelve Months Ended 2023 2022 Discount rate 5.0 % 2.0 % Expected long-term return on plan assets 6.4 % 2.8 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.2 % 3.3 % _______________ 1 Not applicable due to plan curtailment. The plan actuary determines the expected return on plan assets based on a combination of expected yields on equity securities and corporate bonds and considering historical returns. The expected long-term rate of return on invested assets for 2023 is determined based on the weighted average of expected returns on asset investment categories as follows: 5.5% overall, 8.5% for equities and 5.0% for debt securities. The following table sets forth the changes in the benefit obligation and plan assets for the years ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended 2023 2022 Projected benefit obligation: Beginning of year $ 56,170 $ 91,262 Interest cost 2,763 1,586 Actuarial (gain) loss 1,059 (22,444) Benefits paid (3,646) (5,028) Foreign currency translation adjustment and other 2,981 (9,206) End of year $ 59,327 $ 56,170 Fair value of plan assets: Beginning of year 56,568 94,164 Actual gain (loss) on plan assets 3,908 (26,919) Employer contributions 3,729 3,699 Benefits paid (3,646) (5,028) Foreign currency translation adjustment and other 3,091 (9,348) End of year 63,650 56,568 Excess projected obligation under fair value of plan assets at end of year $ 4,323 $ 398 Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ (12,020) $ (10,980) Prior service cost (509) (520) Total $ (12,529) $ (11,500) The accumulated benefit obligation for the U.K. Plan was $59.3 million and $56.2 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, expected future benefit payments are as follows for the years ended December 31, (in thousands): 2024 $ 3,838 2025 4,010 2026 3,955 2027 4,039 2028 4,044 2029-2033 20,432 Total $ 40,318 The following tables summarize the plan assets of the U.K. Plan measured at fair value on a recurring basis (at least annually) as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Asset Category Total Quoted Prices in Significant Significant Cash $ 2,992 $ 2,992 $ — $ — Equity securities: Diversified growth fund (a) 9,426 — 3,297 6,129 Fixed income securities: U.K. government fixed income securities (b) 9,369 — 9,369 — U.K. government index-linked securities (c) 9,255 — 9,255 — Corporate bonds (d) 32,608 — 32,608 — Total $ 63,650 $ 2,992 $ 54,529 $ 6,129 December 31, 2022 Asset Category Total Quoted Prices in Significant Significant Cash $ 1,861 $ 1,861 $ — $ — Equity securities: Diversified growth fund (a) 15,285 — 4,848 10,437 Fixed income securities: U.K. government fixed income securities (b) 6,471 — 6,471 — U.K. government index-linked securities (c) 7,942 — 7,942 — Corporate bonds (d) 25,009 — 25,009 — Total $ 56,568 $ 1,861 $ 44,270 $ 10,437 a. This category includes investments in a diversified portfolio of equity, alternatives and cash markets that aims to achieve capital growth returns. b. This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (bonds) that have maturity periods ranging from 2030 to 2060. c. This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2027 to 2062. The funds invest in U.K. government bonds and derivatives. d. This category includes investments in a diversified pool of debt and debt like assets to generate capital and income returns. Investment objectives for the U.K. Plan, as of December 31, 2023, are to: • optimize the long-term return on plan assets at an acceptable level of risk • maintain a broad diversification across asset classes • maintain careful control of the risk level within each asset class The trustees of the U.K. Plan have established a long-term investment strategy comprising global investment weightings targeted at 27.5% (range of 25% to 30%) for equity securities/diversified growth funds and 72.5% (range of 70% to 75%) for debt securities. Diversified growth funds are actively managed absolute return funds that hold a combination of debt and equity securities. Selection of the targeted asset allocation was based upon a review of the expected return and risk characteristics of each asset class, as well as the correlation of returns among asset classes. Actual allocations to each asset class vary from target allocations due to periodic investment strategy changes, market value fluctuations and the timing of benefit payments and contributions. The following table sets forth the weighted-average asset allocation and target asset allocations as of December 31, 2023 and 2022 by asset category: Asset Allocations Target Asset Allocations 2023 2022 2023 2022 Equity securities and diversified growth funds 1 14.8 % 27.0 % 27.5 % 27.5 % Debt securities 2 80.5 % 69.7 % 72.5 % 72.5 % Other 4.7 % 3.3 % — % — % Total 100 % 100 % 100 % 100 % ______________________________ 1 Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities. 2 Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities, U.K. government indexed-linked securities, global bonds, and corporate bonds. The following table summarizes the changes in the fair value measurements of Level 3 investments for the pension plans (in thousands): December 31, 2023 December 31, 2022 Balance at beginning of year $ 10,437 $ 11,443 Actual return on plan assets 232 195 Purchases/ sales/ settlements (4,971) — Transfer in/out of level 3 — — Changes due to foreign exchange 431 (1,201) Balance at end of year $ 6,129 $ 10,437 The following is a description of the valuation methodologies used to measure plan assets at fair value. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, which will only be resolved when one or more future events occur or fail to occur. Team’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, Team’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. We accrue for contingencies where the occurrence of a material loss is probable and can be reasonably estimated, based on our best estimate of the expected liability. We may increase or decrease our legal accruals in the future, on a matter-by-matter basis, to account for developments in such matter. Because such matters are inherently unpredictable and unfavorable developments or outcomes can occur, assessing contingencies is highly subjective and requires judgments about future events. Notwithstanding the uncertainty as to the outcome and while our insurance coverage might not be available or adequate to cover these claims, based upon the information currently available, we do not believe that any uninsured losses that might arise from these lawsuits and proceedings will have a materially adverse effect on our consolidated financial statements. California Wage and Hour Litigation - We were a defendant in a consolidated class and collective action, Michael Thai v. Team Industrial Services, Inc., et al, pending in the U.S. District Court for the Central District of California, originally filed by two separate plaintiffs as separate cases in the Superior Court for the County of Los Angeles, California in June 2019 and August 2020, respectively. We settled the consolidated class and collective action in 2022 that resulted in us recording a pre-tax charge of $3.0 million in the third quarter of fiscal year 2022, and we paid the settlement in January 2023. Notice of Potential Environmental Violation - On April 20, 2021, Team Industrial Services, Inc. received Notices of Potential Violation from the U.S. Environmental Protection Agency alleging noncompliance with various waste determination, reporting, training, and planning obligations under the Resource Conservation and Recovery Act at seven of our facilities located in Texas and Louisiana. The allegations largely related to spent film developing solutions generated through our mobile radiographic inspection services and related to the characterization and quantities of those wastes and related notices, reporting, training, and planning. On February 9, 2022, TEAM and the EPA agreed to settle all the claims related to this matter and the formal settlement agreement was finalized in April 2022 with our agreement to pay penalties totaling $0.2 million. As of December 31, 2023, we had $0.1 million of penalties outstanding. Kelli Most Litigation - On November 13, 2018, Kelli Most filed a lawsuit against Team Industrial Services, Inc., individually and as a personal representative of the estate of Jesse Henson, in the 268th District Court of Fort Bend County, Texas (the “Most litigation”). The complaint asserted claims against Team for negligence resulting in the wrongful death of Jesse Henson. A jury trial commenced on this matter on May 4, 2021. On June 1, 2021, the jury rendered a verdict against Team for $222.0 million in compensatory damages. On January 25, 2022, the trial court signed a final judgment in favor of the plaintiff and against Team Industrial Services, Inc. Post-judgment motions challenging the judgment were filed on February 24, 2022 and were denied by the court on April 22, 2022. A notice of appeal was filed on April 25, 2022, and this case is currently pending in the Court of Appeals for the First District of Texas, in Houston. We believe that the likelihood that the amount of the judgment will be affirmed is not probable. We have taken into consideration the events that have occurred after the reporting period and before the financial statements were issued. We currently estimate a range of possible outcomes between $13.0 million and approximately $51.0 million, and we have accrued a liability as of December 31, 2023 which is the amount we believe is the most likely estimate for a probable loss on this matter. We have also recorded a related receivable from our third-party insurance providers in other current assets with the corresponding liability of the same amount in other accrued liabilities. Such amounts are treated as non-cash operating activities. The Most litigation is covered by our general liability and excess insurance policies which are occurrence based and subject to an aggregate $3.0 million self-insured retention and deductible. All retentions and deductibles have been met, accordingly, we believe pending the final settlement, all further claims will be fully funded by our insurance policies. We will continue to evaluate the possible outcomes of this case in light of future developments and their potential impact on factors relevant to our assessment of any possible loss. Notice of repayment of pandemic related government subsidies - In response to widespread health crises, epidemics and pandemics, certain of our entities based in foreign jurisdictions, received governmental funding assistance to compensate for a portion of employee wages between March 2020 and March 2022. Following ongoing compliance reviews of these funding assistance programs, we received notices stating noncompliance with the requirements of these funding assistance programs. Accordingly, based on the assessments completed by the government appointed administrative authority, we have accrued $5.5 million, to be repaid over an extended period, as of December 31, 2023. We believe there are grounds for appeal and intend to challenge the decisions passed by the administrative authority to repay the funds through appropriate legal means. Accordingly, for all matters discussed above, we have accrued in the aggregate approximately $45.1 million as of December 31, 2023, of which approximately $6.1 million is not covered by our various insurance policies. In addition to legal matters discussed above, we are subject to various lawsuits, claims and proceedings encountered in the normal conduct of business (“Other Proceedings”). We believe that based on our current knowledge and after consultation with legal counsel that the Other Proceedings, individually or in the aggregate, will not have a material effect on our consolidated financial statements. |
SEGMENT AND GEOGRAPHIC DISCLOSU
SEGMENT AND GEOGRAPHIC DISCLOSURES | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DISCLOSURES | SEGMENT AND GEOGRAPHIC DISCLOSURES ASC 280, Segment Reporting , requires us to disclose certain information about our operating segments. Operating segments are defined as “components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.” We conduct operations in two segments: IHT and MS. Segment data for our two operating segments are as follows (in thousands): Twelve Months Ended 2023 2022 Revenues: IHT $ 429,559 $ 422,562 MS 433,056 417,646 Total Revenues $ 862,615 $ 840,208 Twelve Months Ended 2023 2022 Operating income (loss): IHT $ 24,220 $ 17,093 MS 27,759 20,930 Corporate and shared support services (65,255) (77,825) Total Operating income (loss) $ (13,276) $ (39,802) Twelve Months Ended 2023 2022 Capital expenditures 1 : IHT $ 5,373 $ 13,939 MS 5,052 5,013 Corporate and shared support services 9 84 Total Capital expenditures $ 10,434 $ 19,036 ______________ 1 Excludes finance leases. Totals may vary from amounts presented in the consolidated statements of cash flows due to the timing of cash payments. Twelve Months Ended 2023 2022 Depreciation and amortization: IHT $ 12,402 $ 12,391 MS 18,755 19,021 Corporate and shared support services 6,715 5,041 Total Depreciation and amortization $ 37,872 $ 36,453 Separate measures of our assets by operating segment are not produced or utilized by management to evaluate segment performance. A geographic breakdown of our revenues for the years ended December 31, 2023 and 2022 and our total long-lived assets as of December 31, 2023 and 2022 are as follows (in thousands): Total Revenues 1 Total Long-lived Assets 2 Twelve months ended December 31, 2023 United States $ 623,763 $ 210,427 Canada 84,870 4,755 Europe 73,295 13,080 Other foreign countries 80,687 1,986 Total $ 862,615 $ 230,248 Twelve months ended December 31, 2022 United States $ 613,021 $ 240,088 Canada 95,791 4,708 Europe 61,713 14,591 Other foreign countries 69,683 2,581 Total $ 840,208 $ 261,968 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. 2 Excludes financial instruments and deferred tax assets. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Alvarez & Marsal provided certain consulting services to us in connection with our former Interim Chief Financial Officer position and other corporate support costs. Effective June 12, 2022 the Interim Chief Financial Officer position ended, as we named a permanent Chief Financial Officer. We paid $8.1 million in consulting fees to Alvarez & Marsal for the year ended December 31, 2022. In connection with our debt transactions, we engaged in transactions with Corre and APSC to provide funding as described in Note 11 - Debt . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS As of March 7, 2024, the filing date of this Annual Report on Form 10-K, we evaluated the existence of events occurring subsequent to the end of fiscal year 2023 and determined that there were no events or transactions that would have a material impact on our results of operations or financial position, except for the execution of Amendment No.1 to the A&R Term Loan Credit Agreement (“Amendment No.1”), and Amendment No.4 to the 2022 ABL Credit Agreement (“Amendment No.4”), each dated March 6, 2024. Amendment No.1 and Amendment No.4 modified certain terms and covenants defined in the respective debt agreements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis for presentation | Basis for presentation. These consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, these consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of results for such periods. |
Consolidation | Consolidation. The consolidated financial statements include the accounts of our subsidiaries where we have control over operating and financial policies. All material intercompany accounts and transactions have been eliminated in consolidation. |
Related Party Transactions | Related Party Transactions. A related party transaction is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the Company or any of its subsidiaries is a participant, and (2) any Related Party (as defined herein) has or will have a direct or indirect material interest. A related party is any person who is, or, at any time since the beginning of the Company’s last fiscal year, was (1) an executive officer, director or nominee for election as a director of the Company or any of its subsidiaries, (2) a person with greater than five percent (5%) beneficial interest in the Company, (3) an immediate family member of any of the individuals or entities identified in (1) or (2) of this paragraph, and (4) any firm, corporation or other entity in which any of the foregoing individuals or entities is employed or is a general partner or principal or in a similar position or in which such person or entity has a five percent (5%) or greater beneficial interest. Immediate family members include a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home, other than a tenant or employee. |
Use of estimates | Use of estimates. Our accounting policies conform to GAAP in the United States. The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect our reported financial position and results of operations. We review significant estimates and judgments affecting our consolidated financial statements on a recurring basis and record the effect of any necessary adjustments prior to their publication. Estimates and judgments are based on information available at the time such estimates and judgments are made. Adjustments made with respect to the use of these estimates and judgments often relate to information not previously available. Uncertainties with respect to such estimates and judgments are inherent in the preparation of financial statements. Estimates and judgments are used in, among other things, (1) valuation of acquisition related tangible and intangible assets and assessments of all long-lived assets for possible impairment, (2) estimating various factors used to accrue liabilities for workers’ compensation, auto, medical and general liability, (3) establishing an allowance for uncollectible accounts receivable, (4) estimating the useful lives of our assets, (5) assessing future tax exposure and the realization of tax assets, (6) selecting assumptions used in the measurement of costs and liabilities associated with defined benefit pension plans, (7) assessments of fair value and (8) managing our foreign currency risk in foreign operations. Our most significant accounting policies are described below. Revenue recognition . In accordance with ASC Topic 606, Revenue from Contracts with Customers, (“ASC 606”), we follow a five-step process to recognize revenue: 1) identify the contract with the customer, 2) identify the performance obligations, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations and 5) recognize revenue when the performance obligations are satisfied. Most of our contracts with customers are short-term in nature and billed on a time and materials basis, while certain other contracts are at a fixed price. Certain contracts may contain a combination of fixed and variable elements. We act as a principal and have performance obligations to provide the service itself or oversee the services provided by any subcontractors. Revenue is measured based on consideration specified in a customer contract and excludes amounts collected on behalf of third parties, such as taxes assessed by governmental authorities. Generally, in contracts where the amount of consideration is variable, the amount is determinable each period based on our right to invoice (as discussed further below) the customer for services performed to date. As most of our contracts contain only one performance obligation, the allocation of a contract’s transaction price to multiple performance obligations is generally not applicable. Customers are generally billed as we satisfy our performance obligations and payment terms typically range from 30 to 90 days from the invoice date. Billings under certain fixed-price contracts may be based upon the achievement of specified milestones, while some arrangements may require advance customer payment. Our contracts do not include significant financing components since the contracts typically span less than one year. Revenue is recognized as (or when) the performance obligations are satisfied by transferring control over a service or product to the customer. Revenue recognition guidance prescribes two recognition methods (over time or point in time). Most of our performance obligations qualify for recognition over time because we typically perform our services on customer facilities or assets and customers receive the benefits of our services as we perform. Where a performance obligation is satisfied over time, the related revenue is also recognized over time using the method deemed most appropriate to reflect the measure of progress and transfer of control. For our time and materials contracts, we are generally able to elect the right-to-invoice practical expedient, which permits us to recognize revenue in the amount to which we have a right to invoice the customer if that amount corresponds directly with the value to the customer of our performance completed to date. For our fixed price contracts, as they are short term in nature, we recognize revenue as jobs are completed or costs are incurred. For contracts where control is transferred at a point in time, revenue is recognized at the time control of the asset is transferred to the customer, which is typically upon delivery and acceptance by the customer. The timing of revenue recognition, billings, and cash collections results in the recognition of trade accounts receivable, contract assets and contract liabilities on the consolidated balance sheets. Trade accounts receivable include billed and unbilled amounts currently due from customers and represent unconditional rights to receive consideration. The amounts due are stated at their net estimated realizable value. Refer to Note 4 - Accounts Receivable for additional information on our trade receivables, unbilled revenue and the allowance for credit losses. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer. Amounts may not exceed their net realizable value. Contract assets are included in “Prepaid expenses and other current assets” on our consolidated balance sheet. If we receive advances or deposits from our customers, a contract liability is recorded. Additionally, a contract liability arises if items of variable consideration result in less revenue being recorded than what is billed. We did not have a material amount of contract assets or contract liabilities as of December 31, 2023 and 2022. We recognize the incremental costs of obtaining contracts as selling, general and administrative expenses when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less. Costs to fulfill a contract are recorded as assets if they relate directly to a contract or a specific anticipated contract, the costs are incurred to generate or enhance resources that will be used in satisfying performance obligations in the future, and the costs are expected to be recovered. Costs to fulfill a contract recognized as assets primarily consist of labor and material costs and generally relate to engineering and set-up costs incurred prior to when the satisfaction of performance obligations begins. Assets recognized for costs to fulfill a contract are included in the “Prepaid expenses and other current assets” line of the consolidated balance sheet and were not material as of December 31, 2023 and 2022. Such assets are recognized as expenses as we transfer the related goods or services to the customer and recognize the related revenue. All other costs to fulfill a contract are expensed as incurred. |
Fair value of financial instruments | Fair value of financial instruments . As defined in Financial Accounting Standards Board (“FASB”) ASC 820 Fair Value Measurements and Disclosur e (“ASC 820”), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information available. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The use of unobservable inputs is intended to allow for fair value determinations in situations in which there is little, if any, market activity for the asset or liability at the measurement date. We are able to classify fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy such that “Level 1” measurements include unadjusted quoted market prices for identical assets or liabilities in an active market, “Level 2” measurements include quoted market prices for identical assets or liabilities in an active market which have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets, and “Level 3” measurements include those that are unobservable and of a highly subjective measure. Our financial instruments consist primarily of cash, cash equivalents, accounts receivable, accounts payable, pension assets and debt obligations. The carrying amount of cash, cash equivalents, trade accounts receivable and accounts payable are representative of their respective fair values due to the short-term maturity of these instruments. For additional information regarding our pension assets, see Note 15 - Employee Benefit plan . The fair value of our 2022 ABL Credit Facility, ME/RE Loans, and Term Loans under the A&R Term Loan Credit Agreement are representative of the carrying value based upon the variable terms and management’s opinion that the current rates available to us with the same maturity and security structure are equivalent to that of the debt. The Notes were fully paid off on August 1, 2023, however, the fair value of the Notes as of December 31, 2022 was $37.5 million (inclusive of the fair value of the conversion option) and are a “Level 2” measurement, determined based on the observed trading price of these instruments. For additional information regarding our debt obligations, see Note 11 - Debt . |
Cash and cash equivalents | Cash and cash equivalents . |
Inventory | Inventory . Except for certain inventories that are valued based on standard cost, we use the first-in, first-out method to value our inventory. Inventory includes material, labor, and certain fixed overhead costs. Inventory is stated at the lower of cost and net realizable value. Inventory quantities on hand are reviewed periodically and carrying value is reduced to net realizable value for inventories for which their cost exceeds their utility. The cost of inventories consumed or products sold are included in operating expenses. |
Property, plant and equipment | Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Leasehold improvements are amortized over the shorter of their respective useful life or the lease term. Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years |
Intangible assets | Intangible assets. Intangible assets with finite lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with ASC 360-10 Impairment or Disposal of Long-Lived Assets (“ASC 360”). |
Impairment of Long-lived Assets | Impairment of Long-lived Assets. We review our property and equipment, intangible assets subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset in that asset class; an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted cash flows. There were no impairment charges in 2023 or 2022. |
Income taxes | Income taxes. We follow the guidance of ASC 740 Income Taxes (“ASC 740”), which requires that we use the asset and liability method of accounting for deferred income taxes and provide deferred income taxes for all significant temporary differences. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax payable or receivable and related tax expense or benefit together with assessing temporary differences resulting from differing treatment of certain items such as depreciation for tax and accounting purposes. These differences can result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. In accordance with ASC 740, we are required to assess the likelihood that our deferred tax assets will be realized and, to the extent we believe it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized, we must establish a valuation allowance. We consider all available evidence to determine whether, based on the weight of the evidence, a valuation allowance is needed. Evidence used includes the reversal of existing taxable temporary differences, taxable income in prior carryback years if carryback is permitted by tax law, information about our current financial position and our results of operations for the current and preceding years, as well as all currently available information about future years, including our anticipated future performance and tax planning strategies. We regularly assess whether it is more likely than not that we will realize the deferred tax assets in the jurisdictions we operate in. We believe future sources of taxable income, reversing temporary differences and other tax planning strategies will be sufficient to realize the deferred tax assets for which no valuation allowance has been established. Our valuation allowance primarily relates to net operating loss carryforwards. While we have considered these factors in assessing the need for additional valuation allowance, there is no assurance that additional valuation allowance would not need to be established in the future if information about future years change. Any changes in valuation allowance would impact our income tax provision and net income (loss) in the period in which such a determination is made. As of December 31, 2023, our deferred tax assets were $111.5 million, less a valuation allowance of $93.7 million. As of December 31, 2023, our deferred tax liabilities were $22.4 million. Significant judgment is required in assessing the timing and amounts of deductible and taxable items for tax purposes. In accordance with ASC 740-10, we establish reserves for uncertain tax positions when, despite our belief that our tax return positions are supportable, we believe that it is not more likely than not that the position will be sustained upon challenge. When facts and circumstances change, we adjust these reserves through our provision for income taxes. To the extent interest and penalties may be assessed by taxing authorities on any related underpayment of income tax, such amounts have been accrued and are classified as a component of income tax expense (benefit) in our consolidated statements of operations. As of December 31, 2023, our gross unrecognized tax benefits, excluding penalties and interest related to uncertain tax positions, were $1.5 million. |
Workers' compensation, auto, medical and general liability accruals | Workers’ compensation, auto, medical and general liability accruals. In accordance with ASC 450 Contingencies (“ASC 450”), we record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We review our loss contingencies on an ongoing basis to ensure that we have appropriate reserves recorded on our consolidated balance sheet. These reserves are based on historical experience with claims incurred but not received, estimates and judgments made by us, applicable insurance coverage for litigation matters, and are adjusted as circumstances warrant. For workers’ compensation, our retention is $1.0 million and our automobile liability retention is currently $2.0 million. For professional liability claims, our retention is $2.0 million. For general liability claims, we have a retention of $6.0 million. For environmental liability claims, our retention is $1.0 million. We maintain insurance for claims that exceed such retention limits. In 2023, our health care plan for U.S. employees was self-funded and administered by a third party. We purchased appropriate stop-loss coverage for self-funded insurance in 2023. We moved our U.S. employees to a fully funded healthcare policy in 2024 and no longer self-fund our health care plan for U.S. employees. Our insurance is subject to terms, conditions, limitations, and exclusions that may not fully compensate us for all losses. Our estimates and judgments could change based on new information, changes in laws or regulations, changes in our plans or intentions, or the outcome of legal proceedings, settlements, or other factors. If different estimates and judgments were applied with respect to these matters, it is likely that reserves would be recorded for different amounts. |
Allowance for credit losses | Allowance for credit losses. In the ordinary course of business, a portion of our accounts receivable are not collected due to billing disputes, customer bankruptcies or other various reasons. We establish an allowance to account for those accounts receivable that we estimate will eventually be deemed uncollectible. The allowance for credit losses is based on a combination of our historical experience and our review of long outstanding accounts receivable. We measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This applies to financial assets measured at amortized cost, including trade and unbilled accounts receivable, and requires immediate recognition of lifetime expected credit losses. Significant factors that affect the expected collectability of our receivables include macroeconomic trends and forecasts in the oil and gas, refining, power, and petrochemical markets and changes in our results of operations and forecasts. For unbilled receivables, we consider them as short-term in nature as they are normally converted to trade receivables within 90 days, thus future changes in economic conditions will not have a significant effect on the credit loss estimate. We have identified the following factors that primarily impact the collectability of our receivables and therefore determine the pools utilized to calculate expected credit losses: (i) the aging of the receivable, (ii) any identification of known collectability concerns with specific receivables and (iii) variances in economic risk characteristics across geographic regions. For trade receivables, customers typically are provided with payment due date terms in the range of 30 to 90 days upon issuance of an invoice. We have tracked historical loss information for our trade receivables and compiled historical credit loss percentages for different aging categories. We believe that the historical loss information we have compiled is a reasonable basis on which to determine expected credit losses for trade receivables because the composition of the trade receivables is consistent with that used in developing the historical credit-loss percentages as typically our customers and payment terms do not change significantly. Generally, the longer a receivable is outstanding the higher the percentage of the outstanding balance is reported as current expected credit losses. We update the historical loss information for current conditions and reasonable and supportable forecasts that affect the expected collectability of the trade receivable using a loss-rate approach. We have not seen a negative trend in the current economic environment that significantly impacts our historical credit-loss percentages; however, we will continue to monitor for changes that would indicate the historical loss information is no longer a reasonable basis for the determination of our expected credit losses. Our forecasted loss rates inherently incorporate expected macroeconomic trends. A loss-rate method for estimating expected credit losses on a pooled basis is applied for each aging category for receivables that continue to exhibit similar risk characteristics. To measure expected credit losses for individual receivables with specific collectability risk, we identify specific factors based on customer-specific facts and circumstances that are unique to each customer. Customer accounts with different risk characteristics are separately identified and a specific reserve is determined for these accounts based on the assessed credit risk. We have also identified the following geographic regions in which to distinguish our trade receivables: (i) the United States, (ii) Canada, (iii) the European Union, (iv) the United Kingdom, and (v) other countries. These geographic regions are considered appropriate as they each operate in different economic environments with different foreign currencies and therefore share similar economic risk characteristics. For each geographic region, we evaluate the historical loss information and determine credit-loss percentages to apply to each aging category and individual receivable with specific risk characteristics. We estimate future expected credit losses based on forecasted changes in gross domestic product and oil demand for each region. We consider one year from the financial statement reporting date as representing a reasonable forecast period as this period aligns with the expected collectability of our trade receivables. Financial distress experienced by our customers could have an adverse impact on us in the event our customers are unable to remit payment for the products or services we provide or otherwise fulfill their obligations to us. In determining the current expected credit losses, we review macroeconomic conditions, market specific conditions, and internal forecasts to identify potential changes in our assessment. |
Concentration of credit risk | Concentration of credit risk. No single customer accounted for more than 10% of consolidated revenues during the year ended December 31, 2023 or 2022. |
Accounting for Warrants | Accounting for Warrants . We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance. As of December 31, 2023 and 2022, we had the following warrants: • Equity-classified warrants issued in connection with our APSC Term Loan (“APSC Warrants”), and • Equity-classified warrants issued in connection with our Subordinated Term Loan Credit Agreement (“Corre Warrants”). The warrants were accounted for as a component of additional paid-in capital and a debt warrant discount (See Note 11 - Debt ). The warrant discount is amortized over the term of the debt. As of December 31, 2023 and 2022, unamortized balance of warrant discount amounted to $0.2 million and $3.3 million, respectively. |
Earnings (loss) per share | Earnings (loss) per share. Basic earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) by the weighted-average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing income (loss) from continuing operations, income (loss) from discontinued operations or net income (loss) by the sum of (1) the weighted-average number of shares of common stock outstanding during the period, (2) the dilutive effect of the assumed exercise of share-based compensation using the treasury stock method and (3) for 2022, the dilutive effect of the assumed conversion of our Notes under the treasury stock method. The Notes were fully paid off on August 1, 2023. For the years ended December 31, 2023, and 2022, all outstanding share-based compensation awards were excluded from the calculation of diluted loss per share because their inclusion would be antidilutive due to the loss from continuing operations in those periods. Also, for 2022, the effect of our Notes was excluded from the calculation of diluted earnings (loss) per share since the conversion price exceeded the average price of our common stock during the applicable periods. For information on our Notes and our share-based compensation awards, refer to Note 11 - Debt and Note 13 - Share-Based Compensation |
Foreign currency | Foreign currency . For subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities are translated at the exchange rates as of end of the period and revenues and expenses are translated at period average exchange rates. Translation adjustments for the asset and liability accounts are included as a separate component of accumulated other comprehensive income (loss) in the consolidated statements of shareholders’ equity. Foreign currency transaction gains and losses are included in our statements of operations. |
Defined benefit pension plans | Defined benefit pension plans . Pension benefit costs and liabilities are dependent on assumptions used in calculating such amounts. The primary assumptions include factors such as discount rates, expected investment return on plan assets, mortality rates and retirement rates. These rates are reviewed annually and adjusted to reflect current conditions and are determined based on reference to yields. The expected return on plan assets is derived from detailed periodic studies, which include a review of asset allocation strategies, anticipated future long-term performance of individual asset classes, risks (standard deviations) and correlations of returns among the asset classes that comprise the plans’ asset mix. While the studies give appropriate consideration to recent plan performance and historical returns, the assumptions are primarily long-term, prospective rates of return. Mortality and retirement rates are based on actual and anticipated plan experience. In accordance with GAAP, actual results that differ from the assumptions are accumulated and are subject to amortization over future periods and, therefore, generally affect recognized expense in future periods. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the pension obligation and future expense. |
Reclassifications | Reclassifications . Certain amounts in prior periods have been reclassified to conform to the current year presentation, including the separate presentation and reporting of discontinued operations. Such reclassifications did not have any effect on our financial condition or results of operations as previously reported. |
Newly Adopted Accounting Standards & Accounting Standards Not Yet Adopted | Newly Adopted Accounting Standards ASU No. 2020-04 . In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, (“ASU 2020-04”). The guidance in ASU 2020-04 and ASU 2021-01, Reference Rate Reform (Topic 848) : Scope , which was issued in January 2021, provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria that reference the London Interbank Offered Rate, (“LIBOR”), or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. On December 21, 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) Deferral of the Sunset Date of Topic 848 which defers the sunset date of ASC 848, Reference Rate Reform , from December 31, 2022, to December 31, 2024. We adopted ASU 2020-04 during the year ended December 31, 2023. The adoption of ASU 2020-04 did not have a material impact on our Consolidated Financial Statements. Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. This guidance requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. ASU 2023-09 is effective to all annual periods beginning after December 31, 2024, and is applied prospectively, while retrospective application is permitted. We are currently evaluating the effect this guidance will have on our tax disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) : Improvements to Reportable Segment Disclosures |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Depreciation and amortization of assets are computed by the straight-line method over the following estimated useful lives of the assets: Classification Useful Life Buildings 20-40 years Enterprise Resource Planning (“ERP”) System 15 years Leasehold improvements 2-15 years Machinery and equipment 2-12 years Furniture and fixtures 2-10 years Computers and computer software 2-5 years Automobiles 2-5 years |
Non-Cash Investing and Financing Activities | Non-cash investing and financing activities are excluded from the consolidated statements of cash flows and are as follows (in thousands): Twelve Months Ended 2023 2022 Assets acquired under finance lease $ 1,371 $ 1,270 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The table below represents major line items constituting net income (loss) from discontinued operations to the after-tax income from discontinued operations (in thousands): Twelve Months Ended December 31, 2022 Major classes of line items constituting net income (loss) from discontinued operations Revenues $ 101,418 Operating expenses (45,044) Selling, general and administrative expenses (32,230) Interest expense, net (108) Other expense, net (4,390) Income before income taxes 19,646 Gain on sale of Quest transaction 203,351 Income before income taxes 222,997 Provision for income taxes (2,831) Net income from discontinued operations $ 220,166 The following table presents the depreciation and amortization and capital expenditures of Quest Integrity (in thousands): Twelve Months Ended December 31, 2022 Cash flows provided by operating activities of discontinued operations: Depreciation and amortization $ 1,141 Cash flows provided by investing activities of discontinued operations: Capital expenditures $ 4,146 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | A disaggregation of our revenue from contracts with customers by geographic region, by reportable operating segment and by service type is presented below (in thousands): Twelve Months Ended December 31, 2023 United States and Canada Other Countries Total Revenue: IHT $ 414,515 $ 15,044 $ 429,559 MS 294,118 138,938 433,056 Total $ 708,633 $ 153,982 $ 862,615 Twelve Months Ended December 31, 2022 United States and Canada Other Countries Total Revenue: IHT $ 412,661 $ 9,901 $ 422,562 MS 296,151 121,495 417,646 Total $ 708,812 $ 131,396 $ 840,208 Twelve Months Ended December 31, 2023 Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 343,713 $ 275 $ 59,399 $ 26,172 $ 429,559 MS — 429,480 702 2,874 433,056 Total $ 343,713 $ 429,755 $ 60,101 $ 29,046 $ 862,615 Twelve Months Ended December 31, 2022 Non-Destructive Evaluation and Testing Services Repair and Maintenance Services Heat Treating Other Total Revenue: IHT $ 336,821 $ 180 $ 61,526 $ 24,035 $ 422,562 MS — 413,424 276 3,946 417,646 Total $ 336,821 $ 413,604 $ 61,802 $ 27,981 $ 840,208 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | A summary of accounts receivable as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Trade accounts receivable $ 151,316 $ 160,572 Unbilled revenues 33,607 31,379 Allowance for credit losses (3,738) (5,262) Accounts receivable, net $ 181,185 $ 186,689 |
Allowance for Credit Loss | The following table shows a rollforward of the allowance for credit losses (in thousands): Twelve Months Ended 2023 2022 Balance at beginning of period $ 5,262 $ 7,843 Provision for expected credit losses 1,680 1,059 Recoveries collected (1,638) (1,114) Write-offs (1,560) (2,479) Foreign exchange effects (6) (47) Balance at end of period $ 3,738 $ 5,262 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | A summary of inventory as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Raw materials $ 9,958 $ 8,978 Work-in-progress 2,326 2,945 Finished goods 26,569 24,408 Inventory $ 38,853 $ 36,331 |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | A summary of prepaid expenses and other current assets as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Insurance receivables $ 39,000 $ 39,000 Prepaid expenses 18,398 15,238 Other current assets 8,594 11,441 Prepaid and other current assets $ 65,992 $ 65,679 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | A summary of property, plant and equipment as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Land $ 4,006 $ 4,006 Buildings and leasehold improvements 60,827 50,833 Machinery and equipment 286,376 277,852 Furniture and fixtures 10,804 10,558 Capitalized ERP system development costs 45,903 45,917 Computers and computer software 20,067 19,457 Automobiles 3,215 3,536 Construction in progress 6,634 19,196 Total 437,832 431,355 Accumulated depreciation and amortization (310,775) (293,256) Property, plant, and equipment, net $ 127,057 $ 138,099 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | A summary of intangible assets as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 Gross Accumulated Net Customer relationships $ 164,305 $ (102,630) $ 61,675 Trade names 20,262 (19,742) 520 Technology 2,300 (1,802) 498 Licenses 683 (683) — Intangible assets $ 187,550 $ (124,857) $ 62,693 December 31, 2022 Gross Accumulated Net Customer relationships $ 165,231 $ (91,296) $ 73,935 Non-compete agreements 4,281 (4,281) — Trade names 20,563 (19,830) 733 Technology 2,707 (1,978) 729 Licenses 840 (830) 10 Other 12,983 (12,983) — Intangible assets $ 206,605 $ (131,198) $ 75,407 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Other Accrued Liabilities | A summary of other accrued liabilities as of December 31, 2023 and 2022 is as follows (in thousands): December 31, 2023 2022 Payroll and other compensation expenses $ 39,943 $ 48,507 Legal and professional accruals 53,972 46,665 Insurance accruals 7,170 7,483 Property, sales and other non-income related taxes 7,248 7,348 Accrued interest 4,487 3,963 Volume discounts 2,479 2,050 Other accruals 2,790 3,251 Other accrued liabilities $ 118,089 $ 119,267 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of Tax Provision (Benefit) | The components of our tax provision and benefit on continuing operations were as follows (in thousands): Current Deferred Total Twelve months ended December 31, 2023: U.S. Federal $ (145) $ 304 $ 159 State & local 338 — 338 Foreign jurisdictions 3,110 971 4,081 Tax provision $ 3,303 $ 1,275 $ 4,578 Twelve months ended December 31, 2022: U.S. Federal $ (211) $ — $ (211) State & local 513 — 513 Foreign jurisdictions 1,319 1,685 3,004 Tax provision $ 1,621 $ 1,685 $ 3,306 |
Components of Pre-Tax Income (Loss) | The components of pre-tax income (loss) from continuing operations for the years ended December 31, 2023 and 2022 were as follows (in thousands): Twelve Months Ended 2023 2022 Domestic $ (86,077) $ (156,001) Foreign 14,933 9,220 Pre-tax loss from continuing operations $ (71,144) $ (146,781) |
Income Tax Expense (Benefit) Attributable to Income (Loss) from Continuing Operations Differed from Amounts Computed by Federal Income Tax Rate | The income tax provision in 2023 and 2022 attributable to the loss from continuing operations, respectively, differed from the amounts computed by applying the U.S. federal income tax rate 21% in 2023 and 2022, to pre-tax loss from continuing operations as a result of the following (in thousands): Twelve Months Ended 2023 2022 Pre-tax loss from continuing operations $ (71,144) $ (146,781) Computed income taxes at statutory rate (14,940) (30,824) State income taxes, net of federal benefit (200) 395 Foreign tax rate differential 1,229 701 Non-cash compensation 108 228 Deferred taxes on investment in foreign subsidiaries 305 — Non-deductible expenses 246 118 Foreign withholding 641 693 Prior year tax adjustments (299) 7 Valuation allowance 16,512 31,430 Other 976 558 Total expense for income tax on continuing operations $ 4,578 $ 3,306 |
Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (in thousands): December 31, 2023 2022 Deferred tax assets: Accrued compensation and benefits $ 4,710 $ 7,630 Receivables 262 552 Inventory 311 296 Share based compensation 525 258 Other accrued liabilities 1,974 2,940 Tax credit carry forward 3,038 2,314 Interest expense limitation 41,477 28,137 Goodwill and intangible costs 9,110 10,143 Debt transactions 4,174 1,780 Net operating loss carry forwards 45,351 38,860 Other 611 1,770 Deferred tax assets 111,543 94,680 Less: Valuation allowance (93,677) (73,483) Deferred tax assets, net $ 17,866 $ 21,197 Deferred tax liabilities: Property, plant and equipment (15,947) (17,642) Unremitted earnings of foreign subsidiaries (2,960) (3,581) Other (3,476) (3,260) Deferred tax liabilities (22,383) (24,483) Net deferred tax liability $ (4,517) $ (3,286) |
Reconciliation of Changes in Unrecognized Tax Benefits Associated with Uncertain Tax Positions | The following table summarizes reconciliation of gross unrecognized tax benefits, excluding penalties and interest, for the year ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended 2023 2022 Unrecognized tax benefits - January 1 $ 1,097 $ 1,285 Additions based on tax positions related to prior years 399 350 Disposition of uncertain tax positions of discontinued operations — (426) Reductions resulting from a lapse of the applicable statute of limitations (44) (112) Unrecognized tax benefits - December 31 $ 1,452 $ 1,097 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | As of December 31, 2023 and 2022, our total long-term debt and finance lease obligations are summarized as follows (in thousands): December 31, 2023 2022 2022 ABL Credit Facility $ 113,415 $ 99,916 ME/RE Loans 1 24,061 — APSC Term Loan 1 — 31,562 Uptiered Loan / Subordinated Term Loan 1 129,436 107,905 Incremental Term Loan 1 38,758 — Total 305,670 239,383 Convertible Debt 1 — 40,650 Finance lease obligations 2 5,756 5,902 Total debt and finance lease obligations 311,426 285,935 Current portion of long-term debt and finance lease obligations (5,212) (280,993) Total long-term debt and finance lease obligations, less current portion $ 306,214 $ 4,942 _________________ 1 Comprised of principal amount outstanding, less unamortized discount and issuance costs. See below for additional information. 2 For information on our finance lease obligations, see Note 12 - Leases . |
Schedule of Maturities of our Debt | The following table summarizes scheduled maturities of our debt for the years succeeding December 31, 2023 (in thousands): December 31 2024 $ 4,267 2025 137,821 2026 125,290 2027 50,000 2028 — Thereafter — Total $ 317,378 |
Schedule of Debt | The terms of the 2022 ABL Credit Facility are described in the table below (dollar amounts are presented in thousands): Revolving Credit Loans Delayed Draw Term Loan Original maturity date 2/11/2025 2/11/2025 Amended maturity date 8/11/2025 8/11/2025 Original stated interest rate LIBOR + applicable margin (base + applicable margin) LIBOR+10% (Base+9%) Amended interest rate SOFR + applicable margin (base + applicable margin) SOFR + 10% (Base + 9%) Actual interest rate: 12/31/2023 10.11% 15.46% 12/31/2022 8.77% 14.12% Interest payments monthly monthly Cash paid for interest 12/31/2023 $6,984 $5,317 12/31/2022 $5,388 $2,847 Unamortized balance of deferred financing cost 12/31/2023 $267 $— 12/31/2022 $2,312 $798 Available amount at 12/31/2023 $21,271 $— The terms of ME/RE Loans are described in the table below (dollar amounts are presented in thousands): Original maturity date 8/11/2025 Original stated interest rate SOFR + 5.75% + 0.11% credit spread adjustment Principal payments $237 monthly Effective interest rate 12/31/2023 1 17.40% 12/31/2022 N/A Actual interest rate 12/31/2023 11.21% 12/31/2022 N/A Interest payments monthly Cash paid for interest 12/31/2023 $1,384 12/31/2022 N/A Balances at 12/31/2023 Principal balance $25,823 Unamortized balance of debt issuance cost $(1,762) Net carrying balance $24,061 Available amount at 12/31/2023 $— _________________ 1 The effective interest rate as of December 31, 2023, consisted of a 11.21% variable interest rate paid in cash and an additional 6.19% due to amortization of the related debt issuance costs. The terms of APSC Term Loan are described in the table below (dollar amounts are presented in thousands): Original maturity date 12/18/2026 Original stated interest rate variable Effective interest rate 1 06/16/2023 (date of extinguishment) 38.61% 12/31/2022 37.99% Actual interest rate: 06/16/2023 (date of extinguishment) 12.63% 12/31/2022 11.73% Interest payments Quarterly Cash paid for interest YTD 12/31/2023 $2,861 YTD 12/31/2022 $17,466 PIK interest added to principal YTD 12/31/2023 $— YTD 12/31/2022 $6,627 Balances at 12/31/2022 Principal balance $35,510 Unamortized balance of debt issuance cost $(3,948) Net carrying balance $31,562 1 The effective interest rate as of June 16, 2023, consisted of a 12.63% variable interest rate paid in cash and an additional 25.98% due to the acceleration of amortization of the related debt issuance costs. The effective interest rate as of December 31, 2022, consisted of a 11.73% variable interest rate paid in cash and an additional 26.26% due to the acceleration of amortization of the related debt issuance costs. The terms of Uptiered Loan / Subordinated Term Loan and Incremental Term Loan are described in the table below (dollar amounts are presented in thousands): Uptiered Loan / Subordinated Term Loan Incremental Term Loan Maturity date 12/31/2027 (12/31/2026 if outstanding balance is greater than $50 million) 12/31/2026 Stated interest rate 12% PIK through 12/31/2023, then cash and PIK split as described below 12% paid in cash Principal payments at maturity $356 quarterly Effective interest rate 12/31/2023 12.86% 1 22.96% 2 12/31/2022 29.23% 1 N/A Interest payments cash quarterly/PIK monthly quarterly Cash paid for interest 12/31/2023 $— $898 12/31/2022 $— N/A PIK interest added to principal 12/31/2023 $14,644 $8 12/31/2022 $7,359 N/A Balances at 12/31/2023 Principal balance 3 $130,088 $48,052 Unamortized balance of debt issuance cost $(651) $(9,294) Net carrying balance $129,436 $38,758 Balances at 12/31/2022 Principal balance 3 $115,443 N/A Unamortized balance of debt issuance cost $(7,538) N/A Net carrying balance $107,905 N/A Available amount at 12/31/2023 $— $10,000 ___________ 1 The effective interest rate on the Uptiered Loan/Subordinated Term Loan as of December 31, 2023, consisted of a 12.00% stated interest rate paid in PIK and an additional 0.86% due to the amortization of the related debt issuance costs. The effective interest rate on the Uptiered Loan/Subordinated Term Loan as of December 31, 2022 consisted of a 12.00% stated interest rate paid in PIK and an additional 17.23% due to the acceleration of the amortization of the related debt issuance costs. 2 The effective interest rate on the Incremental Term Loan as of December 31, 2023, consisted of a 12.00% stated interest rate paid in cash and an additional 10.96% due to the amortization of the related debt issuance costs. 3 The principal balance of the Uptiered Loan / Subordinated Term Loan is made up of $22.5 million drawn on November 9, 2021, $27.5 million drawn on December 8, 2021, and $57.0 million added as part of the exchange agreement on October 4, 2022. In addition, the principal balance includes PIK interest recorded of $22.2 million and $7.4 million as of December 31, 2023 and December 31, 2022 respectively, and PIK fees of $0.9 million. |
Schedule of Warrants or Rights | Original After 1 for 10 Reverse Stock Split (Effective date December 22, 2022) Holder Date Number of shares Exercise price Expiration date Number of shares Exercise price Expiration date APSC Holdco II, LP Original 12/18/2020 3,582,949 $ 7.75 6/14/2028 Amended 11/9/2021 500,000 $ 1.50 6/14/2028 Amended 12/8/2021 917,051 $ 1.50 12/8/2028 Total APSC 5,000,000 $ 1.50 12/8/2028 500,000 $ 15.00 12/8/2028 Corre 12/8/2021 5,000,000 $ 1.50 12/8/2028 500,000 $ 15.00 12/8/2028 Total warrants 10,000,000 1,000,000 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense are as follows (in thousands): December 31, 2023 2022 Operating lease costs $ 24,605 $ 25,116 Variable lease costs 5,198 5,346 Finance lease costs: Amortization of right-of-use assets 1,182 765 Interest on lease liabilities 462 421 Total lease cost $ 31,447 $ 31,648 Lease cost - discontinued operations $ — $ 841 Lease cost - continuing operations $ 31,447 $ 30,807 |
Schedule of Other Information Related to Leases | Other information related to leases is as follows (in thousands): December 31, 2023 2022 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 18,823 $ 19,032 Operating cash flows from finance leases 446 316 Financing cash flows from finance leases 1,039 885 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 3,402 $ 3,455 Finance leases $ 1,371 $ 1,270 |
Amounts Recognized in Balance Sheet for Leases | Amounts recognized in the consolidated balance sheet are as follows (in thousands): December 31, 2023 2022 Operating Leases: Operating lease right-of-use assets $ 40,498 $ 48,462 Current portion of operating lease obligations 14,232 13,823 Operating lease obligations (non-current) 29,962 38,819 Finance Leases: Property, plant and equipment, net $ 5,258 $ 5,107 Current portion of long-term debt and finance lease obligations 945 960 Long-term debt and finance lease obligations 4,811 4,942 Weighted average remaining lease term Operating leases 5 years 6 years Finance leases 8 years 9 years Weighted average discount rate Operating leases 8.1 % 7.5 % Finance lease 8.0 % 7.3 % |
Schedule of Finance Lease Liability | As of December 31, 2023, future minimum lease payments under non-cancellable (excluding short-term leases) are as follows (in thousands): Twelve Months Ended December 31, Operating Leases Finance Leases 2024 $ 16,519 $ 1,307 2025 11,389 1,011 2026 7,426 903 2027 5,855 753 2028 3,091 646 Thereafter 9,138 2,866 Total future minimum lease payments $ 53,418 $ 7,486 Less: Interest 9,224 1,730 Present value of lease liabilities $ 44,194 $ 5,756 |
Schedule of Operating Lease Liability | As of December 31, 2023, future minimum lease payments under non-cancellable (excluding short-term leases) are as follows (in thousands): Twelve Months Ended December 31, Operating Leases Finance Leases 2024 $ 16,519 $ 1,307 2025 11,389 1,011 2026 7,426 903 2027 5,855 753 2028 3,091 646 Thereafter 9,138 2,866 Total future minimum lease payments $ 53,418 $ 7,486 Less: Interest 9,224 1,730 Present value of lease liabilities $ 44,194 $ 5,756 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Transactions Involving Stock Units and Director Stock Grants | Transactions involving our stock units grants for the twelve months ended December 31, 2023 are summarized below: Twelve Months Ended No. of Stock Weighted Average Fair Value at Date of Grant (in thousands) Stock and stock units, beginning of year 98 $ 19.55 Changes during the year: Granted 253 $ 8.22 Vested and settled (87) $ 19.81 Cancelled (2) $ 44.04 Stock and stock units, end of year 262 $ 8.36 |
Summary of Transactions Involving Performance Awards | Transactions involving our performance awards during the twelve months ended December 31, 2023 are summarized below: Twelve Months Ended Performance Units Not Subject to Market Conditions No. of Stock Units 1 Weighted Average Fair Value at Date of Grant (in thousands) Performance stock units, beginning of period 2 $ 116.90 Changes during the period: Granted 445 $ 8.22 Cancelled and forfeited (2) $ 116.90 Performance stock units, end of period 445 $ 8.22 __________________________ 1 Performance units with variable payouts are shown at target level of performance. |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income (Loss) Included Within Shareholders' Equity | A summary of changes in accumulated other comprehensive loss included within shareholders’ equity is as follows (in thousands): Twelve Months Ended Twelve Months Ended Foreign Foreign Defined benefit pension plans Tax Total Foreign Foreign Defined benefit pension plans Tax Total Balance at beginning of year $ (31,847) $ 2,988 $ (10,474) $ 336 $ (38,997) $ (25,258) $ 2,988 $ (3,873) $ (589) $ (26,732) Other comprehensive income (loss) 3,006 — (567) (374) 2,065 (6,589) — (6,601) 925 (12,265) Balance at end of year $ (28,841) $ 2,988 $ (11,041) $ (38) $ (36,932) $ (31,847) $ 2,988 $ (10,474) $ 336 $ (38,997) |
Related Tax Effects Allocated to Each Component of Accumulated Other Comprehensive Income | The following table represents the related tax effects allocated to each component of other comprehensive income (loss) (in thousands): Twelve Months Ended December 31, 2023 2022 Gross Tax Net Gross Tax Net Foreign currency translation adjustments $ 3,006 $ 22 $ 3,028 $ (6,589) $ — $ (6,589) Defined benefit pension plans (567) (396) (963) (6,601) 925 (5,676) Total $ 2,439 $ (374) $ 2,065 $ (13,190) $ 925 $ (12,265) |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Cost (Credit) | Net pension cost (credit) included the following components (in thousands): Twelve Months Ended 2023 2022 Interest cost $ 2,763 $ 1,586 Expected return on plan assets (3,719) (2,362) Amortization of prior service cost 31 31 Amortization of net actuarial loss 285 — Net pension credit $ (640) $ (745) |
Schedule of Assumptions Used | The weighted-average assumptions used to determine benefit obligations as of December 31, 2023 and 2022 are as follows: December 31, 2023 2022 Discount rate 4.6 % 5.0 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.1 % 3.2 % ______________ 1 Not applicable due to plan curtailment. The weighted-average assumptions used to determine net periodic benefit cost (credit) for the years ended December 31, 2023 and 2022 are as follows: Twelve Months Ended 2023 2022 Discount rate 5.0 % 2.0 % Expected long-term return on plan assets 6.4 % 2.8 % Rate of compensation increase 1 Not applicable Not applicable Inflation 3.2 % 3.3 % _______________ 1 Not applicable due to plan curtailment. |
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The following table sets forth the changes in the benefit obligation and plan assets for the years ended December 31, 2023 and 2022 (in thousands): Twelve Months Ended 2023 2022 Projected benefit obligation: Beginning of year $ 56,170 $ 91,262 Interest cost 2,763 1,586 Actuarial (gain) loss 1,059 (22,444) Benefits paid (3,646) (5,028) Foreign currency translation adjustment and other 2,981 (9,206) End of year $ 59,327 $ 56,170 Fair value of plan assets: Beginning of year 56,568 94,164 Actual gain (loss) on plan assets 3,908 (26,919) Employer contributions 3,729 3,699 Benefits paid (3,646) (5,028) Foreign currency translation adjustment and other 3,091 (9,348) End of year 63,650 56,568 Excess projected obligation under fair value of plan assets at end of year $ 4,323 $ 398 Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ (12,020) $ (10,980) Prior service cost (509) (520) Total $ (12,529) $ (11,500) |
Schedule of Expected Benefit Payments | As of December 31, 2023, expected future benefit payments are as follows for the years ended December 31, (in thousands): 2024 $ 3,838 2025 4,010 2026 3,955 2027 4,039 2028 4,044 2029-2033 20,432 Total $ 40,318 |
Schedule of Allocation of Plan Assets | The following tables summarize the plan assets of the U.K. Plan measured at fair value on a recurring basis (at least annually) as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Asset Category Total Quoted Prices in Significant Significant Cash $ 2,992 $ 2,992 $ — $ — Equity securities: Diversified growth fund (a) 9,426 — 3,297 6,129 Fixed income securities: U.K. government fixed income securities (b) 9,369 — 9,369 — U.K. government index-linked securities (c) 9,255 — 9,255 — Corporate bonds (d) 32,608 — 32,608 — Total $ 63,650 $ 2,992 $ 54,529 $ 6,129 December 31, 2022 Asset Category Total Quoted Prices in Significant Significant Cash $ 1,861 $ 1,861 $ — $ — Equity securities: Diversified growth fund (a) 15,285 — 4,848 10,437 Fixed income securities: U.K. government fixed income securities (b) 6,471 — 6,471 — U.K. government index-linked securities (c) 7,942 — 7,942 — Corporate bonds (d) 25,009 — 25,009 — Total $ 56,568 $ 1,861 $ 44,270 $ 10,437 a. This category includes investments in a diversified portfolio of equity, alternatives and cash markets that aims to achieve capital growth returns. b. This category includes investments in funds with the objective to provide a leveraged return to U.K. government fixed income securities (bonds) that have maturity periods ranging from 2030 to 2060. c. This category includes investments in funds with the objective to provide a leveraged return to various U.K. government indexed-linked securities (gilts), with maturity periods ranging from 2027 to 2062. The funds invest in U.K. government bonds and derivatives. d. The following table sets forth the weighted-average asset allocation and target asset allocations as of December 31, 2023 and 2022 by asset category: Asset Allocations Target Asset Allocations 2023 2022 2023 2022 Equity securities and diversified growth funds 1 14.8 % 27.0 % 27.5 % 27.5 % Debt securities 2 80.5 % 69.7 % 72.5 % 72.5 % Other 4.7 % 3.3 % — % — % Total 100 % 100 % 100 % 100 % ______________________________ 1 Diversified growth funds refer to actively managed absolute return funds that hold a combination of equity and debt securities. 2 Includes investments in funds with the objective to provide leveraged returns to U.K. government fixed income securities, U.K. government indexed-linked securities, global bonds, and corporate bonds. |
Schedule of Changes in the Fair Value Measurements of Level 3 Investments | The following table summarizes the changes in the fair value measurements of Level 3 investments for the pension plans (in thousands): December 31, 2023 December 31, 2022 Balance at beginning of year $ 10,437 $ 11,443 Actual return on plan assets 232 195 Purchases/ sales/ settlements (4,971) — Transfer in/out of level 3 — — Changes due to foreign exchange 431 (1,201) Balance at end of year $ 6,129 $ 10,437 |
SEGMENT AND GEOGRAPHIC DISCLO_2
SEGMENT AND GEOGRAPHIC DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Data for our Three Operating Segments | Segment data for our two operating segments are as follows (in thousands): Twelve Months Ended 2023 2022 Revenues: IHT $ 429,559 $ 422,562 MS 433,056 417,646 Total Revenues $ 862,615 $ 840,208 Twelve Months Ended 2023 2022 Operating income (loss): IHT $ 24,220 $ 17,093 MS 27,759 20,930 Corporate and shared support services (65,255) (77,825) Total Operating income (loss) $ (13,276) $ (39,802) Twelve Months Ended 2023 2022 Capital expenditures 1 : IHT $ 5,373 $ 13,939 MS 5,052 5,013 Corporate and shared support services 9 84 Total Capital expenditures $ 10,434 $ 19,036 ______________ 1 Excludes finance leases. Totals may vary from amounts presented in the consolidated statements of cash flows due to the timing of cash payments. Twelve Months Ended 2023 2022 Depreciation and amortization: IHT $ 12,402 $ 12,391 MS 18,755 19,021 Corporate and shared support services 6,715 5,041 Total Depreciation and amortization $ 37,872 $ 36,453 |
Geographic Breakdown of Revenues and Total Long-Lived Assets | A geographic breakdown of our revenues for the years ended December 31, 2023 and 2022 and our total long-lived assets as of December 31, 2023 and 2022 are as follows (in thousands): Total Revenues 1 Total Long-lived Assets 2 Twelve months ended December 31, 2023 United States $ 623,763 $ 210,427 Canada 84,870 4,755 Europe 73,295 13,080 Other foreign countries 80,687 1,986 Total $ 862,615 $ 230,248 Twelve months ended December 31, 2022 United States $ 613,021 $ 240,088 Canada 95,791 4,708 Europe 61,713 14,591 Other foreign countries 69,683 2,581 Total $ 840,208 $ 261,968 ______________ 1 Revenues attributable to individual countries/geographic areas are based on the country of domicile of the legal entity that performs the work. 2 Excludes financial instruments and deferred tax assets. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Additional Information (Details) $ in Thousands | 12 Months Ended | |||||||
Nov. 01, 2022 USD ($) segment | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2023 USD ($) profile | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||||
Number of operating segments | 2 | 2 | 2 | |||||
Number of distinct client profiles | profile | 3 | |||||||
Impairment of intangible assets | $ 0 | $ 0 | ||||||
Deferred tax assets, gross | $ 111,543 | $ 111,543 | $ 111,543 | 111,543 | $ 111,543 | 94,680 | ||
Valuation allowance | 93,677 | 93,677 | 93,677 | 93,677 | 93,677 | 73,483 | ||
Deferred tax liabilities | 22,383 | 22,383 | 22,383 | 22,383 | 22,383 | 24,483 | ||
Unrecognized tax benefits | 1,452 | 1,452 | 1,452 | 1,452 | 1,452 | 1,097 | $ 1,285 | |
Workers compensation our self-insured retention | 1,000 | |||||||
Automobile liability self-insured retention | 2,000 | |||||||
Professional liability claims self insured retention | 2,000 | |||||||
General liability claims, deductible per occurrence | 6,000 | 6,000 | 6,000 | 6,000 | 6,000 | |||
Environmental liability claims, our self-insured retention | 1,000 | |||||||
Unamortized warrant discount | $ 200 | $ 200 | $ 200 | 200 | $ 200 | 3,300 | ||
Accrued capital expenditures | $ 2,400 | 2,400 | ||||||
Minimum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Performance obligations payment terms | 30 days | |||||||
Payment terms | 30 days | |||||||
Maximum | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Performance obligations payment terms | 90 days | |||||||
Payment terms | 90 days | |||||||
Convertible debt | Significant Observable Inputs (Level 2) | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Fair value of convertible senior notes | $ 37,500 | |||||||
Quest Integrity Group | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Purchase and sale agreement, consideration | $ 279,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Estimated Useful Lives of Assets (Details) | Dec. 31, 2023 |
Enterprise Resource Planning (“ERP”) System | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 15 years |
Minimum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 20 years |
Minimum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Minimum | Computers and computer software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Minimum | Automobiles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Maximum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 40 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 15 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 12 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 10 years |
Maximum | Computers and computer software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
Maximum | Automobiles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES - Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Assets acquired under finance lease | $ 1,371 | $ 1,270 |
DISCONTINUED OPERATIONS - Addit
DISCONTINUED OPERATIONS - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Nov. 01, 2022 USD ($) segment | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayment of principal debt balance | $ 225,000 | |||
Number of operating segments | 2 | 2 | 2 | |
Assets, discontinued operations | $ 0 | $ 0 | $ 0 | |
Liabilities, discontinued operations | $ 0 | $ 0 | $ 0 | |
Quest Integrity Group | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Purchase and sale agreement, consideration | $ 279,000 | |||
Net proceeds used to pay down term debt | $ 238,000 |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Major classes of line items constituting net income (loss) from discontinued operations | ||
Net income from discontinued operations | $ 0 | $ 220,166 |
Quest Integrity Group | ||
Major classes of line items constituting net income (loss) from discontinued operations | ||
Revenues | 101,418 | |
Operating expenses | (45,044) | |
Selling, general and administrative expenses | (32,230) | |
Interest expense, net | (108) | |
Other expense, net | (4,390) | |
Income before income taxes | 19,646 | |
Gain on sale of Quest transaction | 203,351 | |
Income before income taxes | 222,997 | |
Provision for income taxes | (2,831) | |
Net income from discontinued operations | 220,166 | |
Cash flows provided by operating activities of discontinued operations: | ||
Depreciation and amortization | 1,141 | |
Cash flows provided by investing activities of discontinued operations: | ||
Capital expenditures | $ 4,146 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Performance obligations payment terms | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Performance obligations payment terms | 90 days |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 862,615 | $ 840,208 |
Non-Destructive Evaluation and Testing Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 343,713 | 336,821 |
Repair and Maintenance Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 429,755 | 413,604 |
Heat Treating | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 60,101 | 61,802 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 29,046 | 27,981 |
IHT | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 429,559 | 422,562 |
IHT | Non-Destructive Evaluation and Testing Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 343,713 | 336,821 |
IHT | Repair and Maintenance Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 275 | 180 |
IHT | Heat Treating | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 59,399 | 61,526 |
IHT | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 26,172 | 24,035 |
MS | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 433,056 | 417,646 |
MS | Non-Destructive Evaluation and Testing Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
MS | Repair and Maintenance Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 429,480 | 413,424 |
MS | Heat Treating | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 702 | 276 |
MS | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,874 | 3,946 |
United States and Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 708,633 | 708,812 |
United States and Canada | IHT | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 414,515 | 412,661 |
United States and Canada | MS | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 294,118 | 296,151 |
Other Countries | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 153,982 | 131,396 |
Other Countries | IHT | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,044 | 9,901 |
Other Countries | MS | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 138,938 | $ 121,495 |
ACCOUNTS RECEIVABLE - Summary o
ACCOUNTS RECEIVABLE - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | |||
Trade accounts receivable | $ 151,316 | $ 160,572 | |
Unbilled revenues | 33,607 | 31,379 | |
Allowance for credit losses | (3,738) | (5,262) | $ (7,843) |
Accounts receivable, net | $ 181,185 | $ 186,689 |
ACCOUNTS RECEIVABLE - Summary_2
ACCOUNTS RECEIVABLE - Summary of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 5,262 | $ 7,843 |
Provision for expected credit losses | 1,680 | 1,059 |
Recoveries collected | (1,638) | (1,114) |
Write-offs | (1,560) | (2,479) |
Foreign exchange effects | (6) | (47) |
Balance at end of period | $ 3,738 | $ 5,262 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,958 | $ 8,978 |
Work-in-progress | 2,326 | 2,945 |
Finished goods | 26,569 | 24,408 |
Inventory | $ 38,853 | $ 36,331 |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance receivables | $ 39,000 | $ 39,000 |
Prepaid expenses | 18,398 | 15,238 |
Other current assets | 8,594 | 11,441 |
Prepaid and other current assets | $ 65,992 | $ 65,679 |
PREPAID AND OTHER CURRENT ASS_4
PREPAID AND OTHER CURRENT ASSETS - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other accounts receivable | $ 4.4 | $ 2.4 |
Software implementation cost and amortization | 1.7 | 2.1 |
Debt issuance costs, current, net | 3.1 | |
1970 Group Substitute Insurance Reimbursement Facility | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets [Line Items] | ||
Debt issuance costs, net | $ 1.8 | $ 1.8 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 437,832 | $ 431,355 |
Accumulated depreciation and amortization | (310,775) | (293,256) |
Property, plant, and equipment, net | 127,057 | 138,099 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 4,006 | 4,006 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 60,827 | 50,833 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 286,376 | 277,852 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 10,804 | 10,558 |
Capitalized ERP system development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 45,903 | 45,917 |
Computers and computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 20,067 | 19,457 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | 3,215 | 3,536 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment | $ 6,634 | $ 19,196 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Long-Lived Assets Held-for-sale [Line Items] | ||
Assets under finance leases | $ 8.5 | $ 7.4 |
Accumulated amortization for assets under finance leases | (3.3) | (2.3) |
Depreciation expense | 21.8 | 22.9 |
Assets sold and disposed, cost basis | 0.2 | 2.5 |
Gain (loss) on sale of property, plant and equipment | 0.2 | 4.2 |
Land | ||
Long-Lived Assets Held-for-sale [Line Items] | ||
Assets sold and disposed, cost basis | 1.3 | |
Buildings | ||
Long-Lived Assets Held-for-sale [Line Items] | ||
Assets sold and disposed, cost basis | 0.9 | |
Machinery and equipment | ||
Long-Lived Assets Held-for-sale [Line Items] | ||
Assets sold and disposed, cost basis | 0.1 | $ 0.3 |
Leasehold improvements | ||
Long-Lived Assets Held-for-sale [Line Items] | ||
Assets sold and disposed, cost basis | $ 0.1 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 187,550 | $ 206,605 |
Accumulated Amortization | (124,857) | (131,198) |
Net Carrying Amount | 62,693 | 75,407 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 164,305 | 165,231 |
Accumulated Amortization | (102,630) | (91,296) |
Net Carrying Amount | 61,675 | 73,935 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,281 | |
Accumulated Amortization | (4,281) | |
Net Carrying Amount | 0 | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,262 | 20,563 |
Accumulated Amortization | (19,742) | (19,830) |
Net Carrying Amount | 520 | 733 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,300 | 2,707 |
Accumulated Amortization | (1,802) | (1,978) |
Net Carrying Amount | 498 | 729 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 683 | 840 |
Accumulated Amortization | (683) | (830) |
Net Carrying Amount | $ 0 | 10 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,983 | |
Accumulated Amortization | (12,983) | |
Net Carrying Amount | $ 0 |
INTANGIBLE ASSETS - Additional
INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 12.7 | $ 12.9 |
Intangible assets, amortization expense, 2023 | 12.4 | |
Intangible assets, amortization expense, 2024 | 12.4 | |
Intangible assets, amortization expense, 2025 | 12 | |
Intangible assets, amortization expense, 2026 | 11.3 | |
Intangible assets, amortization expense, 2027 | $ 6.4 | |
Intangible assets, estimated weighted average useful life | 13 years 9 months 18 days | 13 years 8 months 12 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated weighted average useful life | 13 years 9 months 18 days | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated weighted average useful life | 13 years 7 months 6 days | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, estimated weighted average useful life | 10 years |
OTHER ACCRUED LIABILITIES - Sum
OTHER ACCRUED LIABILITIES - Summary of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll and other compensation expenses | $ 39,943 | $ 48,507 |
Legal and professional accruals | 53,972 | 46,665 |
Insurance accruals | 7,170 | 7,483 |
Property, sales and other non-income related taxes | 7,248 | 7,348 |
Accrued interest | 4,487 | 3,963 |
Volume discounts | 2,479 | 2,050 |
Other accruals | 2,790 | 3,251 |
Other accrued liabilities | $ 118,089 | $ 119,267 |
OTHER ACCRUED LIABILITIES - Nar
OTHER ACCRUED LIABILITIES - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred employer payroll taxes | $ 6.5 | ||
COVID-19 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred employer payroll taxes | $ 1.6 | $ 2.1 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) state | Dec. 31, 2022 USD ($) | |
Income Tax [Line Items] | ||
Effective tax rate | 6.40% | 2.30% |
Income tax provision | $ 4,578 | $ 3,306 |
US Federal income tax rate | 21% | 21% |
Valuation allowance | $ 93,677 | $ 73,483 |
Increase (decrease) in valuation allowance | 23,100 | |
Deferred tax liabilities, undistributed foreign earnings | 2,900 | |
Liabilities for uncertain tax positions | $ 2,300 | |
Number of states with substantial business, under audit by tax authorities | state | 1 | |
Income tax examination, liability | $ 900 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 800 | 600 |
Unrecognized tax benefits, income tax penalties and interest expense | 200 | $ 0 |
Alternative Minimum Tax | ||
Income Tax [Line Items] | ||
Tax credit carryforward | 174,900 | |
Indefinite | Alternative Minimum Tax | ||
Income Tax [Line Items] | ||
Tax credit carryforward | 174,900 | |
Expires in 2037 | ||
Income Tax [Line Items] | ||
Tax credit carryforward | 2,900 | |
Federal | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | 137,800 | |
State | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | 210,800 | |
State | Expires in 2043 | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | 177,200 | |
State | Indefinite | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | 33,500 | |
Foreign Tax | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | 16,700 | |
Foreign Tax | Indefinite | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | 16,500 | |
Foreign Tax | Expires in 2033 | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | 200 | |
United Kingdom and Australia Subsidiaries | ||
Income Tax [Line Items] | ||
Increase (decrease) in valuation allowance | $ (2,900) |
INCOME TAXES - Components of Ta
INCOME TAXES - Components of Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
U.S. Federal | $ (145) | $ (211) |
State & local | 338 | 513 |
Foreign jurisdictions | 3,110 | 1,319 |
Total current, provision for income tax | 3,303 | 1,621 |
Deferred | ||
U.S. Federal | 304 | 0 |
State & local | 0 | 0 |
Foreign jurisdictions | 971 | 1,685 |
Total deferred, provision for income tax | 1,275 | 1,685 |
Total | ||
U.S. Federal | 159 | (211) |
State & local | 338 | 513 |
Foreign jurisdictions | 4,081 | 3,004 |
Total expense for income tax on continuing operations | $ 4,578 | $ 3,306 |
INCOME TAXES - Components of Pr
INCOME TAXES - Components of Pre-Tax Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (86,077) | $ (156,001) |
Foreign | 14,933 | 9,220 |
Loss before income taxes | $ (71,144) | $ (146,781) |
INCOME TAXES - Income Tax Rate
INCOME TAXES - Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Pre-tax loss from continuing operations | $ (71,144) | $ (146,781) |
Computed income taxes at statutory rate | (14,940) | (30,824) |
State income taxes, net of federal benefit | (200) | 395 |
Foreign tax rate differential | 1,229 | 701 |
Non-cash compensation | 108 | 228 |
Deferred taxes on investment in foreign subsidiaries | 305 | 0 |
Non-deductible expenses | 246 | 118 |
Foreign withholding | 641 | 693 |
Prior year tax adjustments | (299) | 7 |
Valuation allowance | 16,512 | 31,430 |
Other | 976 | 558 |
Total expense for income tax on continuing operations | $ 4,578 | $ 3,306 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accrued compensation and benefits | $ 4,710 | $ 7,630 |
Receivables | 262 | 552 |
Inventory | 311 | 296 |
Share based compensation | 525 | 258 |
Other accrued liabilities | 1,974 | 2,940 |
Tax credit carry forward | 3,038 | 2,314 |
Interest expense limitation | 41,477 | 28,137 |
Goodwill and intangible costs | 9,110 | 10,143 |
Debt transactions | 4,174 | 1,780 |
Net operating loss carry forwards | 45,351 | 38,860 |
Other | 611 | 1,770 |
Deferred tax assets | 111,543 | 94,680 |
Less: Valuation allowance | (93,677) | (73,483) |
Deferred tax assets, net | 17,866 | 21,197 |
Deferred tax liabilities: | ||
Property, plant and equipment | (15,947) | (17,642) |
Unremitted earnings of foreign subsidiaries | (2,960) | (3,581) |
Other | (3,476) | (3,260) |
Deferred tax liabilities | (22,383) | (24,483) |
Net deferred tax asset (liability) | $ (4,517) | $ (3,286) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits - January 1 | $ 1,097 | $ 1,285 |
Additions based on tax positions related to prior years | 399 | 350 |
Disposition of uncertain tax positions of discontinued operations | 0 | (426) |
Reductions resulting from a lapse of the applicable statute of limitations | (44) | (112) |
Unrecognized tax benefits - December 31 | $ 1,452 | $ 1,097 |
DEBT - Long-Term Debt Balances
DEBT - Long-Term Debt Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 305,670 | $ 239,383 |
Finance lease obligations | 5,756 | 5,902 |
Total long-term debt and finance lease obligations | 311,426 | 285,935 |
Current portion of long-term debt and finance lease obligations | (5,212) | (280,993) |
Total long-term debt and finance lease obligations, less current portion | 306,214 | 4,942 |
Secured Debt | ME/RE Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt | 24,061 | 0 |
Secured Debt | APSC Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 31,562 |
Secured Debt | Incremental Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 38,758 | 0 |
Subordinated Debt | Uptiered Loan / Subordinated Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 129,436 | 107,905 |
Convertible debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 40,650 |
Revolving Credit Facility | 2022 ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 113,415 | $ 99,916 |
DEBT - Schedule of Future Matur
DEBT - Schedule of Future Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Maturities of long-term debt, excluding finance leases [Abstract] | |
2024 | $ 4,267 |
2025 | 137,821 |
2026 | 125,290 |
2027 | 50,000 |
2028 | 0 |
Thereafter | 0 |
Total | $ 317,378 |
DEBT - ABL Facility, Additional
DEBT - ABL Facility, Additional Information (Details) - USD ($) | Feb. 11, 2022 | Dec. 31, 2023 | Dec. 18, 2020 |
2022 ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt issuance costs, net | $ 8,400,000 | ||
Debt issuance costs, gross | 400,000 | ||
Secured Debt | Delayed Draw Term Loan | |||
Debt Instrument [Line Items] | |||
Debt, face amount | $ 35,000,000 | ||
Prepayment trigger percentage | 130% | ||
Mandatory prepayments as a percentage of net cash proceeds | 100% | ||
Secured Debt | ABL Corre DDTL | |||
Debt Instrument [Line Items] | |||
Borrowing under credit facility | 35,000,000 | ||
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 130,000,000 | ||
Commitment fees on unused borrowing capacity | 0.50% | ||
Maximum unfinanced capital expenditures | $ 15,000,000 | ||
Defined maximum unfinanced capital expenditures | $ 25,000,000 | ||
Covenant, leverage ratio, maximum | 2 | ||
Increase in interest rate in event of default | 2% | ||
Revolving Credit Facility | Line of Credit | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Prepayment fee percent | 1% | ||
Revolving Credit Facility | Line of Credit | Debt Instrument, Redemption, Period Three | |||
Debt Instrument [Line Items] | |||
Prepayment fee percent | 0.50% | ||
Revolving Credit Facility | Line of Credit | Base Rate | |||
Debt Instrument [Line Items] | |||
Floor interest rate | 2% | ||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Floor interest rate | 1% | ||
Revolving Credit Facility | Line of Credit | Variable Rate Component One | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.15% | ||
Revolving Credit Facility | Line of Credit | Variable Rate Component One | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.15% | ||
Revolving Credit Facility | Line of Credit | Variable Rate Component Two | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.40% | ||
Revolving Credit Facility | Line of Credit | Variable Rate Component Two | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.40% | ||
Revolving Credit Facility | Line of Credit | Variable Rate Component Three | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.65% | ||
Revolving Credit Facility | Line of Credit | Variable Rate Component Three | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.65% | ||
Revolving Credit Facility | Line of Credit | ME/RE Loans1 | |||
Debt Instrument [Line Items] | |||
Borrowing under credit facility | 78,400,000 | ||
Bridge Loan | Line of Credit | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 35,000,000 | ||
Letter of Credit | Line of Credit | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 26,000,000 | ||
Letter of Credit | Line of Credit | 2020 ABL Facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity | $ 150,000,000 | ||
Letter of Credit | Line of Credit | 2022 ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Borrowing under credit facility | $ 10,200,000 |
DEBT - ABL Facility (Details)
DEBT - ABL Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
ABL Corre Delayed Draw Term Loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 15.46% | 14.12% | |
Cash paid for interest | $ 5,317 | $ 2,847 | |
Unamortized balance of deferred financing cost | 0 | $ 798 | |
Available amount | $ 0 | ||
ABL Corre Delayed Draw Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 10% | ||
ABL Corre Delayed Draw Term Loan | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 9% | ||
ABL Corre Delayed Draw Term Loan | SOFR | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 10% | ||
Revolving Credit Facility | ABL Agent | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 10.11% | 8.77% | |
Cash paid for interest | $ 6,984 | $ 5,388 | |
Unamortized balance of deferred financing cost | 267 | $ 2,312 | |
Available amount | $ 21,271 |
DEBT - ME_RE Loans, Additional
DEBT - ME/RE Loans, Additional Information (Details) - ME/RE Loans - USD ($) | Dec. 31, 2023 | Jun. 16, 2023 |
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 27,400,000 | |
Remaining unpaid principal loans at maturity | $ 21,300,000 | |
Debt issuance costs, gross | $ 2,200,000 |
DEBT - ME_RE Loans (Details)
DEBT - ME/RE Loans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 16, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Principal balance | $ 317,378 | ||
Net carrying balance | $ 305,670 | $ 239,383 | |
ME/RE Loans | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 11.21% | ||
Effective interest rate | 17.40% | ||
Cash paid for interest | $ 1,384 | ||
ME/RE Loans | Variable Interest Rate | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 11.21% | ||
ME/RE Loans | Amortization of Debt Issue Costs | |||
Debt Instrument [Line Items] | |||
Effective interest rate | 6.19% | ||
ME/RE Loans | Secured Debt | |||
Debt Instrument [Line Items] | |||
Principal payments | $ 237 | ||
Principal balance | $ 25,823 | ||
Unamortized balance of debt issuance cost | (1,762) | ||
Net carrying balance | 24,061 | $ 0 | |
Available amount | $ 0 | ||
ME/RE Loans | Secured Debt | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.75% | ||
Basis spread on variable rate | 0.11% |
DEBT - APSC Term Loan, Addition
DEBT - APSC Term Loan, Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jun. 16, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||
Loss on debt extinguishment | $ 1,585,000 | $ 30,083,000 | ||
APSC Term Loan | ||||
Debt Instrument [Line Items] | ||||
Repayments of senior debt | $ 35,500,000 | |||
Loss on debt extinguishment | $ 1,600,000 | |||
Debt, face amount | $ 250,000,000 |
DEBT - APSC Term Loan (Details)
DEBT - APSC Term Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 16, 2023 | ||
Debt Instrument [Line Items] | ||||
Paid-in-kind interest | [1] | $ 14,526 | $ 18,227 | |
Principal balance | 317,378 | |||
Net carrying balance | 305,670 | $ 239,383 | ||
APSC Term Loan | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 37.99% | 38.61% | ||
Stated interest rate | 11.73% | 12.63% | ||
Cash paid for interest | 2,861 | $ 17,466 | ||
Paid-in-kind interest | 0 | 6,627 | ||
Principal balance | 35,510 | |||
Unamortized balance of debt issuance cost | (3,948) | |||
Net carrying balance | $ 0 | $ 31,562 | ||
APSC Term Loan | Secured Debt | Variable Interest Rate | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 11.73% | 1,263% | ||
APSC Term Loan | Secured Debt | Amortization of Debt Issue Costs | ||||
Debt Instrument [Line Items] | ||||
Effective interest rate | 26.26% | 25.98% | ||
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
DEBT - Amended and Restated Ter
DEBT - Amended and Restated Term Loan Credit Agreement - Uptiered (Subordinated) Term Loan and Incremental Term Loan (Details) - USD ($) | 12 Months Ended | ||||||||
Oct. 06, 2023 | Jul. 31, 2023 | Jun. 16, 2023 | Dec. 08, 2021 | Nov. 09, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 04, 2022 | ||
Subordinated Term Loan | Subordinated Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 123,100,000 | ||||||||
Proceeds from debt | $ 27,500,000 | $ 22,500,000 | |||||||
Debt instrument, increase (decrease) in face amount | $ 57,000,000 | ||||||||
A&R Term Loan Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Increase in interest rate in event of default | 2% | ||||||||
A&R Term Loan Credit Agreement | Senior Secured First Lien Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Current borrowing capacity | $ 57,500,000 | $ 57,500,000 | |||||||
Proceeds from secured debt | $ 5,000,000 | 42,500,000 | |||||||
Basis spread on variable rate | 1.50% | ||||||||
Debt issuance costs, gross | $ 10,100,000 | ||||||||
A&R Term Loan Credit Agreement | Uptiered Loan / Subordinated Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 12% | ||||||||
Effective interest rate | 12% | ||||||||
A&R Term Loan Credit Agreement | Payable in Cash | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 2.50% | ||||||||
A&R Term Loan Credit Agreement | Payment in Kind (PIK) Note | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 9.50% | ||||||||
A&R Term Loan Credit Agreement | Payment in Kind (PIK) Note | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 0% | ||||||||
Term Loan | Senior Secured First Lien Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Current borrowing capacity | $ 37,500,000 | ||||||||
Proceeds from secured debt | 37,500,000 | ||||||||
Delayed Draw Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from secured debt | [1] | 0 | $ 35,000,000 | ||||||
Available borrowing capacity | $ 10,000,000 | ||||||||
Delayed Draw Term Loan | Senior Secured First Lien Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Current borrowing capacity | $ 20,000,000 | ||||||||
Proceeds from secured debt | 5,000,000 | ||||||||
Available borrowing capacity | $ 10,000,000 | ||||||||
Convertible Senior Notes | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5% | ||||||||
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
DEBT - Uptiered (Subordinated)
DEBT - Uptiered (Subordinated) Term Loan and Incremental Term Loan (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 16, 2023 | Oct. 04, 2022 | Dec. 08, 2021 | Nov. 09, 2021 | ||
Debt Instrument [Line Items] | |||||||
Paid-in-kind interest | [1] | $ 14,526,000 | $ 18,227,000 | ||||
Principal balance | 317,378,000 | ||||||
Net carrying balance | $ 305,670,000 | $ 239,383,000 | |||||
Uptiered Loan / Subordinated Term Loan | Subordinated Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, threshold, trigger amount | $ 50,000,000 | ||||||
Stated interest rate | 12% | ||||||
Effective interest rate | 12.86% | 29.23% | |||||
Cash paid for interest | $ 0 | $ 0 | |||||
Paid-in-kind interest | 14,644,000 | 7,359,000 | |||||
Principal balance | 130,088,000 | 115,443,000 | $ 57,000,000 | $ 27,500,000 | $ 22,500,000 | ||
Unamortized balance of debt issuance cost | (651,000) | (7,538,000) | |||||
Net carrying balance | 129,436,000 | $ 107,905,000 | |||||
Available amount | 0 | ||||||
PIK fees | $ 900,000 | ||||||
Uptiered Loan / Subordinated Term Loan | Subordinated Debt | Paid in Kind | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 12% | 12% | |||||
Uptiered Loan / Subordinated Term Loan | Subordinated Debt | Amortization of Debt Issue Costs | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate | 0.86% | 17.23% | |||||
Uptiered Loan / Subordinated Term Loan, PIK | Subordinated Debt | |||||||
Debt Instrument [Line Items] | |||||||
PIK interest, principal amount | $ 22,200,000 | $ 7,400,000 | |||||
Incremental Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 12% | ||||||
Incremental Term Loan | Amortization of Debt Issue Costs | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate | 10.96% | ||||||
Incremental Term Loan | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 12% | ||||||
Principal payments | $ 356,000 | ||||||
Effective interest rate | 22.96% | ||||||
Cash paid for interest | $ 898,000 | ||||||
Paid-in-kind interest | 8,000 | ||||||
Principal balance | 48,052,000 | ||||||
Unamortized balance of debt issuance cost | (9,294,000) | ||||||
Net carrying balance | 38,758,000 | $ 0 | |||||
Available amount | $ 10,000,000 | ||||||
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
DEBT - Warrants, Additional Inf
DEBT - Warrants, Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | Nov. 09, 2021 | Dec. 18, 2020 |
Debt Instrument [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 1,000,000 | 10,000,000 | ||||
APSC Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 500,000 | 500,000 | 5,000,000 | 917,051 | 500,000 | 3,582,949 |
Class of warrant or right, exercise price (in dollars per share) | $ 15 | $ 15 | $ 1.50 | $ 1.50 | $ 1.50 | $ 7.75 |
Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 500,000 | 500,000 | 5,000,000 | |||
Class of warrant or right, exercise price (in dollars per share) | $ 15 | $ 1.50 |
DEBT - Warrants (Details)
DEBT - Warrants (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | Nov. 09, 2021 | Dec. 18, 2020 |
Debt Instrument [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 1,000,000 | 10,000,000 | ||||
APSC Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 500,000 | 500,000 | 5,000,000 | 917,051 | 500,000 | 3,582,949 |
Class of warrant or right, exercise price (in dollars per share) | $ 15 | $ 15 | $ 1.50 | $ 1.50 | $ 1.50 | $ 7.75 |
Delayed Draw Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 500,000 | 500,000 | 5,000,000 | |||
Class of warrant or right, exercise price (in dollars per share) | $ 15 | $ 1.50 |
DEBT - Convertible Debt, Additi
DEBT - Convertible Debt, Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||
Oct. 06, 2023 | Jul. 31, 2023 | Oct. 04, 2022 | Jul. 31, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 16, 2023 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | |||||||||
Amortization of debt issuance costs and debt discounts | [1] | $ 18,725,000 | $ 35,509,000 | ||||||
Long-term debt | 305,670,000 | 239,383,000 | |||||||
Principal balance | 317,378,000 | ||||||||
Paid-in-kind interest | [1] | $ 14,526,000 | $ 18,227,000 | ||||||
Convertible debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 230,000,000 | ||||||||
Repurchase of convertible debt | $ 222,300,000 | ||||||||
Repurchased face amount | $ 136,900,000 | ||||||||
Interest rate | 5% | ||||||||
Effective interest rate | 7.84% | ||||||||
Amortization of debt issuance costs and debt discounts | $ 500,000 | $ 2,400,000 | |||||||
Long-term debt | 0 | 40,650,000 | |||||||
Paid-in-kind interest | 0 | 4,200,000 | |||||||
A&R Term Loan Credit Agreement | Senior Secured First Lien Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from secured debt | $ 5,000,000 | $ 42,500,000 | |||||||
Current borrowing capacity | $ 57,500,000 | $ 57,500,000 | |||||||
A&R Term Loan Credit Agreement | Convertible debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 40,700,000 | ||||||||
Principal balance | 41,200,000 | ||||||||
Debt issuance costs, net | 500,000 | ||||||||
Convertible debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash paid for interest | $ 2,100,000 | $ 2,100,000 | |||||||
PIK Securities | Convertible debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, face amount | $ 41,200,000 | ||||||||
Debt conversion, principle amount | $ 57,000,000 | ||||||||
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
DEBT - Fair Value of Debt, Addi
DEBT - Fair Value of Debt, Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Revolving Credit Facility | Significant Observable Inputs (Level 2) | |
Debt Instrument [Line Items] | |
Fair value of debt | $ 37.5 |
DEBT - 1970 Group Substitute In
DEBT - 1970 Group Substitute Insurance Reimbursement Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 29, 2022 | ||
Debt Instrument [Line Items] | ||||
Payments of debt issuance costs | [1] | $ 9,102 | $ 13,709 | |
1970 Group Substitute Insurance Reimbursement Facility | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs, net | $ 1,800 | 1,800 | ||
Letter of Credit | 1970 Group Substitute Insurance Reimbursement Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 21,400 | |||
Term for reimbursement of letter of credit | 5 days | |||
Letter of credit, outstanding | $ 21,300 | |||
Payments of debt issuance costs | 2,900 | $ 2,900 | ||
Debt issuance costs, net | $ 1,800 | |||
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
DEBT - Liquidity Additional Inf
DEBT - Liquidity Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Cash and cash equivalents | $ 35,427 | $ 58,075 |
Surety Bond | ||
Debt Instrument [Line Items] | ||
Outstanding letter of credit | 2,500 | |
Miscellaneous Cash Deposit | ||
Debt Instrument [Line Items] | ||
Outstanding letter of credit | 2,100 | |
Domestic | ||
Debt Instrument [Line Items] | ||
Outstanding letter of credit | 35,700 | |
ABL Facility | ||
Debt Instrument [Line Items] | ||
Cash | 12,000 | 16,300 |
Restricted cash | 600 | |
Available borrowing capacity | 31,300 | |
ME/RE Loans1 | ||
Debt Instrument [Line Items] | ||
Available borrowing capacity | 21,300 | |
Delayed Draw Term Loan | ||
Debt Instrument [Line Items] | ||
Available borrowing capacity | 10,000 | |
Cash and Cash Equivalents | ABL Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, collateral amount | 30,400 | 58,100 |
Restricted Cash | ABL Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, collateral amount | 5,000 | 7,000 |
Restricted Cash | ABL Facility | Letters of Credit and Commercial Card Programs | ||
Debt Instrument [Line Items] | ||
Debt instrument, collateral amount | $ 3,400 | 4,600 |
Foreign Financial Institutions | ||
Debt Instrument [Line Items] | ||
Restricted cash | $ 1,400 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Options to extend leases (up to) | 10 years | |
Options to terminate leases | 1 year | |
Operating lease costs | $ 36.4 | $ 37.3 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 24,605 | $ 25,116 |
Variable lease costs | 5,198 | 5,346 |
Finance lease costs: | ||
Amortization of right-of-use assets | 1,182 | 765 |
Interest on lease liabilities | 462 | 421 |
Total lease cost | 31,447 | 31,648 |
Lease cost - discontinued operations | ||
Finance lease costs: | ||
Total lease cost | 0 | 841 |
Lease cost - continuing operations | ||
Finance lease costs: | ||
Total lease cost | $ 31,447 | $ 30,807 |
LEASES - Cash Flow Lease Inform
LEASES - Cash Flow Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 18,823 | $ 19,032 |
Operating cash flows from finance leases | 446 | 316 |
Financing cash flows from finance leases | 1,039 | 885 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | 3,402 | 3,455 |
Finance leases | $ 1,371 | $ 1,270 |
LEASES - Amounts Recognized in
LEASES - Amounts Recognized in the Balance Sheet for Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases: | ||
Operating lease right-of-use assets | $ 40,498 | $ 48,462 |
Current portion of operating lease obligations | 14,232 | 13,823 |
Operating lease obligations (non-current) | 29,962 | 38,819 |
Finance Leases: | ||
Property, plant and equipment, net | 5,258 | 5,107 |
Current portion of long-term debt and finance lease obligations | 945 | 960 |
Long-term debt and finance lease obligations | $ 4,811 | $ 4,942 |
Weighted average remaining lease term | ||
Operating leases | 5 years | 6 years |
Finance leases | 8 years | 9 years |
Weighted average discount rate | ||
Operating leases | 8.10% | 7.50% |
Finance lease | 8% | 7.30% |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt and finance lease obligations | Current portion of long-term debt and finance lease obligations |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt and finance lease obligations | Long-term debt and finance lease obligations |
LEASES - Operating, Finance and
LEASES - Operating, Finance and Capital Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 16,519 | |
2025 | 11,389 | |
2026 | 7,426 | |
2027 | 5,855 | |
2028 | 3,091 | |
Thereafter | 9,138 | |
Total future minimum lease payments | 53,418 | |
Less: Interest | 9,224 | |
Present value of lease liabilities | 44,194 | |
Finance Leases | ||
2024 | 1,307 | |
2025 | 1,011 | |
2026 | 903 | |
2027 | 753 | |
2028 | 646 | |
Thereafter | 2,866 | |
Total future minimum lease payments | 7,486 | |
Less: Interest | 1,730 | |
Present value of lease liabilities | $ 5,756 | $ 5,902 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 21, 2022 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | May 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards outstanding to officers, directors and key employees (in shares) | 707,595 | |||
Total number of shares authorized to be issued (in shares) | 420,000 | |||
Shares available for issuance (in shares) | 86,772 | |||
Reverse stock split ratio | 0.1 | |||
Fractional shares issued (in shares) | 0 | |||
Share-based compensation | $ | $ 1.6 | $ 0.2 | ||
Unrecognized compensation expense related to share-based compensation | $ | $ 3.7 | |||
Remaining weighted-average period | 2 years | |||
Stock options granted ( in shares) | 0 | 0 | ||
Weighted-average remaining contractual life of options exercisable | 4 months 24 days | |||
Range of prices, lower limit | $ / shares | $ 504.70 | |||
Exercised stock options (in shares) | 0 | 0 | ||
Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 253,000 | |||
Share-based compensation | $ | $ 1.4 | $ 1.5 | ||
Intrinsic value of units vested | $ | $ 0.6 | 0.5 | ||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 445,136 | |||
Share-based compensation | $ | $ 0.2 | 1.3 | ||
Intrinsic value of units vested | $ | $ 0 | 0 | ||
Long Term Performance Stock Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 445,136 | |||
Share-based compensation | $ | $ 0.2 | 1.3 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ | $ 0 | $ 0 | ||
Award vesting period | 4 years | |||
Stock option year term | 10 years | |||
Minimum | Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Maximum | Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock Units and Director Stock Grants (Details) - Stock Units shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
No. of Stock Units | |
Beginning of year (in shares) | shares | 98 |
Granted (in shares) | shares | 253 |
Vested and settled (in shares) | shares | (87) |
Cancelled (in shares) | shares | (2) |
End of year (in shares) | shares | 262 |
Weighted Average Fair Value at Date of Grant | |
Beginning of year (in USD per share) | $ / shares | $ 19.55 |
Granted (in USD per share) | $ / shares | 8.22 |
Vested and settled (in USD per share) | $ / shares | 19.81 |
Cancelled (in USD per share) | $ / shares | 44.04 |
Stock and stock units, end of year (in USD per share) | $ / shares | $ 8.36 |
SHARE-BASED COMPENSATION - Perf
SHARE-BASED COMPENSATION - Performance Awards (Details) - Performance Shares | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
No. of Stock Units | |
Granted (in shares) | 445,136 |
Performance Units Not Subject to Market Conditions | |
No. of Stock Units | |
Beginning of year (in shares) | 2,000 |
Granted (in shares) | 445,000 |
Cancelled and forfeited (in shares) | 2,000 |
End of year (in shares) | 445,000 |
Weighted Average Fair Value at Date of Grant | |
Beginning of year (in USD per share) | $ / shares | $ 116.90 |
Granted (in USD per share) | $ / shares | 8.22 |
Cancelled and forfeited (in USD per share) | $ / shares | 116.90 |
Stock and stock units, end of year (in USD per share) | $ / shares | $ 8.22 |
SHAREHOLDERS_ EQUITY- Additiona
SHAREHOLDERS’ EQUITY- Additional Information (Details) | Dec. 21, 2022 shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 20, 2022 shares |
Equity [Abstract] | ||||
Reverse stock split ratio | 0.1 | |||
Common stock, shares authorized (in shares) | 12,000,000 | 12,000,000 | 120,000,000 | |
Common stock, shares, outstanding (in shares) | 43,429,089 | |||
Common stock, shares issued (in shares) | 4,415,147 | 4,342,909 | ||
Fractional shares issued (in shares) | 0 | |||
Common stock, par value (in USD per share) | $ / shares | $ 0.30 | $ 0.30 | ||
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | ||
Preferred stock, shares issued (in shares) | 0 | 0 |
SHAREHOLDERS_ EQUITY - Summary
SHAREHOLDERS’ EQUITY - Summary of Changes in AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 117,760 | $ 51,867 |
Other comprehensive income (loss) | 2,439 | (13,190) |
Other comprehensive income (loss), tax provision | (374) | 925 |
Other comprehensive income (loss), net of tax | 2,065 | (12,265) |
Ending balance | 45,596 | 117,760 |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (31,847) | (25,258) |
Other comprehensive income (loss) | 3,006 | (6,589) |
Ending balance | (28,841) | (31,847) |
Foreign Currency Hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 2,988 | 2,988 |
Other comprehensive income (loss) | 0 | 0 |
Ending balance | 2,988 | 2,988 |
Defined benefit pension plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (10,474) | (3,873) |
Other comprehensive income (loss) | (567) | (6,601) |
Ending balance | (11,041) | (10,474) |
Tax Provision | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 336 | (589) |
Other comprehensive income (loss), tax provision | (374) | 925 |
Ending balance | (38) | 336 |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (38,997) | (26,732) |
Ending balance | $ (36,932) | $ (38,997) |
SHAREHOLDERS_ EQUITY - Related
SHAREHOLDERS’ EQUITY - Related Tax Effects of AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Gross Amount | $ 2,439 | $ (13,190) |
Tax Effect | (374) | 925 |
Net Amount | 2,065 | (12,265) |
Foreign Currency Translation Adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Gross Amount | 3,006 | (6,589) |
Tax Effect | 22 | 0 |
Net Amount | 3,028 | (6,589) |
Defined benefit pension plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Gross Amount | (567) | (6,601) |
Tax Effect | (396) | 925 |
Net Amount | $ (963) | $ (5,676) |
EMPLOYEE BENEFIT PLANS - Define
EMPLOYEE BENEFIT PLANS - Defined Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Team, Inc. Salary Deferral Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions to the defined contribution plan | $ 7.2 | $ 3.3 |
EMPLOYEE BENEFIT PLANS - Defi_2
EMPLOYEE BENEFIT PLANS - Defined Benefit Plans (Details) | 12 Months Ended | |
Dec. 31, 2023 plan subsidiary | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.60% | 5% |
Expected long-term return on plan assets | 6.40% | 2.80% |
Weighted Average | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected long-term return on plan assets | 5.50% | |
Weighted Average | Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected long-term return on plan assets | 8.50% | |
Weighted Average | Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected long-term return on plan assets | 5% | |
Foreign plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, number of plans | subsidiary | 2 | |
UNITED KINGDOM | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, number of plans | plan | 1 |
EMPLOYEE BENEFIT PLANS - Schedu
EMPLOYEE BENEFIT PLANS - Schedule of Net Pension Cost (Credit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 2,763 | $ 1,586 |
UNITED KINGDOM | Pension Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | 2,763 | 1,586 |
Expected return on plan assets | (3,719) | (2,362) |
Amortization of prior service cost | 31 | 31 |
Amortization of net actuarial loss | 285 | 0 |
Net pension credit | $ (640) | $ (745) |
EMPLOYEE BENEFIT PLANS - Sche_2
EMPLOYEE BENEFIT PLANS - Schedule of Assumptions Used (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted Average Assumptions Used in Calculating Benefit Obligation | ||
Discount rate | 4.60% | 5% |
Inflation | 3.10% | 3.20% |
Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost (Credit) | ||
Discount rate | 5% | 2% |
Expected long-term return on plan assets | 6.40% | 2.80% |
Inflation | 3.20% | 3.30% |
EMPLOYEE BENEFIT PLANS - Change
EMPLOYEE BENEFIT PLANS - Changes in Benefit Obligation and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Projected benefit obligation: | ||
Beginning of year | $ 56,170 | $ 91,262 |
Interest cost | $ 2,763 | $ 1,586 |
Defined Benefit Plan Net Periodic Benefit Cost Credit Interest Cost Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | Interest cost | Interest cost |
Actuarial (gain) loss | $ 1,059 | $ (22,444) |
Benefits paid | (3,646) | (5,028) |
Foreign currency translation adjustment and other | 2,981 | (9,206) |
End of year | 59,327 | 56,170 |
Fair value of plan assets: | ||
Beginning of year | 56,568 | 94,164 |
Actual gain (loss) on plan assets | 3,908 | (26,919) |
Employer contributions | 3,729 | 3,699 |
Benefits paid | (3,646) | (5,028) |
Foreign currency translation adjustment and other | 3,091 | (9,348) |
End of year | 63,650 | 56,568 |
Excess projected obligation under fair value of plan assets at end of year | 4,323 | 398 |
Amounts recognized in accumulated other comprehensive loss: | ||
Net actuarial loss | (12,020) | (10,980) |
Prior service cost | (509) | (520) |
Total | $ (12,529) | $ (11,500) |
EMPLOYEE BENEFIT PLANS - Sche_3
EMPLOYEE BENEFIT PLANS - Schedule of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 3,838 |
2025 | 4,010 |
2026 | 3,955 |
2027 | 4,039 |
2028 | 4,044 |
2029-2033 | 20,432 |
Total | $ 40,318 |
EMPLOYEE BENEFIT PLANS - Sche_4
EMPLOYEE BENEFIT PLANS - Schedule of Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | $ 63,650 | $ 56,568 | $ 94,164 |
UK Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 63,650 | 56,568 | |
UK Pension Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,992 | 1,861 | |
UK Pension Plan | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 54,529 | 44,270 | |
UK Pension Plan | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 6,129 | 10,437 | $ 11,443 |
Cash | UK Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,992 | 1,861 | |
Cash | UK Pension Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 2,992 | 1,861 | |
Cash | UK Pension Plan | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Cash | UK Pension Plan | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Diversified Growth Fund | UK Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 9,426 | 15,285 | |
Diversified Growth Fund | UK Pension Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Diversified Growth Fund | UK Pension Plan | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 3,297 | 4,848 | |
Diversified Growth Fund | UK Pension Plan | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 6,129 | 10,437 | |
Fixed Income Securities | UK Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 9,369 | 6,471 | |
Fixed Income Securities | UK Pension Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Fixed Income Securities | UK Pension Plan | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 9,369 | 6,471 | |
Fixed Income Securities | UK Pension Plan | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Government Index Linked Securities | UK Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 9,255 | 7,942 | |
Government Index Linked Securities | UK Pension Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Government Index Linked Securities | UK Pension Plan | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 9,255 | 7,942 | |
Government Index Linked Securities | UK Pension Plan | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Corporate Bonds | UK Pension Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 32,608 | 25,009 | |
Corporate Bonds | UK Pension Plan | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 0 | 0 | |
Corporate Bonds | UK Pension Plan | Significant Observable Inputs (Level 2) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | 32,608 | 25,009 | |
Corporate Bonds | UK Pension Plan | Significant Unobservable Inputs (Level 3) | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair Value of Plan Assets | $ 0 | $ 0 |
EMPLOYEE BENEFIT PLANS - Sche_5
EMPLOYEE BENEFIT PLANS - Schedule of Asset Allocations (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 100% | 100% |
Target Asset Allocations | 100% | 100% |
Equity securities and diversified growth funds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 14.80% | 27% |
Target Asset Allocations | 27.50% | 27.50% |
Equity securities and diversified growth funds | Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocations | 25% | |
Equity securities and diversified growth funds | Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocations | 30% | |
Debt securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 80.50% | 69.70% |
Target Asset Allocations | 72.50% | 72.50% |
Debt securities | Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocations | 70% | |
Debt securities | Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Asset Allocations | 75% | |
Other | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Asset Allocations | 4.70% | 3.30% |
Target Asset Allocations | 0% | 0% |
EMPLOYEE BENEFIT PLANS - Level
EMPLOYEE BENEFIT PLANS - Level 3 Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Beginning of year | $ 56,568 | $ 94,164 |
End of year | 63,650 | 56,568 |
UK Pension Plan | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Beginning of year | 56,568 | |
End of year | 63,650 | 56,568 |
Significant Unobservable Inputs (Level 3) | UK Pension Plan | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward] | ||
Beginning of year | 10,437 | 11,443 |
Actual return on plan assets | 232 | 195 |
Purchases/ sales/ settlements | (4,971) | 0 |
Transfer in/out of level 3 | 0 | 0 |
Changes due to foreign exchange | 431 | (1,201) |
End of year | $ 6,129 | $ 10,437 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended | 15 Months Ended | ||||
Feb. 09, 2022 USD ($) | Jun. 01, 2021 USD ($) | Sep. 30, 2022 USD ($) | Aug. 31, 2020 complaint | Dec. 31, 2023 USD ($) | Apr. 20, 2021 facility | |
Loss Contingencies [Line Items] | ||||||
Number of facilities with potential violations | facility | 7 | |||||
Self-insured retention and deductible | $ 3 | |||||
Compensation of Employee Wages | ||||||
Loss Contingencies [Line Items] | ||||||
Legal and professional accruals | 5.5 | |||||
Environmental Protection Agency (EPA) | ||||||
Loss Contingencies [Line Items] | ||||||
Cost incurred in dispute | $ 0.2 | |||||
Settlement liability | 0.1 | |||||
Thai Action | ||||||
Loss Contingencies [Line Items] | ||||||
New claims filed | complaint | 2 | |||||
Cost incurred in dispute | $ 3 | |||||
Kelli Most Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Amount awarded to other party | $ 222 | |||||
Kelli Most Litigation | Minimum | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible loss | 13 | |||||
Kelli Most Litigation | Maximum | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible loss | 51 | |||||
Simon, Vige, and Roberts Matter | ||||||
Loss Contingencies [Line Items] | ||||||
Legal and professional accruals | 45.1 | |||||
Amount not covered by insurance | $ 6.1 |
SEGMENT AND GEOGRAPHIC DISCLO_3
SEGMENT AND GEOGRAPHIC DISCLOSURES - Additional Information (Details) | 12 Months Ended | ||
Nov. 01, 2022 segment | Dec. 31, 2023 Segment | Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |||
Number of operating segments | 2 | 2 | 2 |
SEGMENT AND GEOGRAPHIC DISCLO_4
SEGMENT AND GEOGRAPHIC DISCLOSURES - Segment Data for our Three Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Segment Reporting Information [Line Items] | |||
Revenues | $ 862,615 | $ 840,208 | |
Operating income (loss) | (13,276) | (39,802) | |
Capital expenditures | 10,434 | 19,036 | |
Depreciation and amortization | [1] | 37,872 | 37,595 |
Lease cost - continuing operations | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 37,872 | 36,453 | |
IHT | |||
Segment Reporting Information [Line Items] | |||
Revenues | 429,559 | 422,562 | |
MS | |||
Segment Reporting Information [Line Items] | |||
Revenues | 433,056 | 417,646 | |
Operating Segments | IHT | |||
Segment Reporting Information [Line Items] | |||
Revenues | 429,559 | 422,562 | |
Operating income (loss) | 24,220 | 17,093 | |
Capital expenditures | 5,373 | 13,939 | |
Operating Segments | IHT | Lease cost - continuing operations | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 12,402 | 12,391 | |
Operating Segments | MS | |||
Segment Reporting Information [Line Items] | |||
Revenues | 433,056 | 417,646 | |
Operating income (loss) | 27,759 | 20,930 | |
Capital expenditures | 5,052 | 5,013 | |
Operating Segments | MS | Lease cost - continuing operations | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 18,755 | 19,021 | |
Corporate and shared support services | |||
Segment Reporting Information [Line Items] | |||
Operating income (loss) | (65,255) | (77,825) | |
Capital expenditures | 9 | 84 | |
Corporate and shared support services | Lease cost - continuing operations | |||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 6,715 | $ 5,041 | |
[1] Consolidated statement of cash flows for the year ended December 31, 2022 includes cash flows from discontinued operations. See Note 2. |
SEGMENT AND GEOGRAPHIC DISCLO_5
SEGMENT AND GEOGRAPHIC DISCLOSURES - Geographic Breakdown of Revenues and Total Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | $ 862,615 | $ 840,208 |
Total Long-Lived Assets | 230,248 | 261,968 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 623,763 | 613,021 |
Total Long-Lived Assets | 210,427 | 240,088 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 84,870 | 95,791 |
Total Long-Lived Assets | 4,755 | 4,708 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 73,295 | 61,713 |
Total Long-Lived Assets | 13,080 | 14,591 |
Other foreign countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenues | 80,687 | 69,683 |
Total Long-Lived Assets | $ 1,986 | $ 2,581 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Alvarez And Marsal | |
Related Party Transaction [Line Items] | |
Consulting fees | $ 8.1 |
Uncategorized Items - tisi-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |