GSE SYSTEMS, INC. We are a leading provider of professional and technical engineering, staffing services and simulation software to clients in the power and process industries. We provide customers with simulation, engineering and plant services that help clients reduce risks associated with operating their plants, increase revenue through improved plant and employee performance, and lower costs through improved operational efficiency. In addition, we provide professional services that help clients fill key vacancies in their respective organizations, primarily in procedures, engineering, technical support and training focused on regulatory compliance and certification in the nuclear power industry. Our operations also include interactive computer-based tutorials and simulation software for the refining, chemical, and petrochemical industries. Early in 2020 as the COVID-19 pandemic unfolded, the end markets that we serve, namely the power industries, delayed certain essential services and dramatically cut back on non-essential services. Although these delays and reductions impacted us, as an essential services provider to an essential industrial base, we benefited from maintaining a baseline of business to continue and align itself to the realities of the pandemic. Additionally, staffing shortages have resulted in new opportunities for our Workforce Solutions segment. In 2021, the effects of the pandemic still impacted the end markets we serve, but those effects have been mitigated by a number of factors, including the following: the pandemic largely has had a targeted effect on the population? a number of vaccines in the market being distributed and, despite logistical challenges, making substantial progress for those in most need? the economy ofthe United States has not had as much disruption as was initially feared, which has benefited our end markets? and most importantly our end markets seem poised to contract with us for essential services that had been delayed as a result of the pandemic. As we begin 2022, we have publicly announced a number of significant contract wins, which we hope will be a harbinger of a more attractive business environment for the power industries we serve. As a result of the COVID-19 pandemic, we have sought and obtained support through various business assistance programs. We applied for and, onApril 23, 2020 , received the PPP Loan under the CARES Act, as administered by the SBA. We used the PPP Loan proceeds to sustain our business during the pandemic, as intended, and we were eligible for full forgiveness of the loan under the CARES act. OnAugust 5, 2021 , we received notice that full principal amount and all accrued interest thereon of the PPP Loan was formally forgiven by the SBA. In 2021, we participated in the Employee Retention Credit (ERC) program available under the CARES Act. The Company recognized total cumulative ERC credits of$7.2 million . We applied for$5.0 million in refunds from theIRS with filing of our 941s and achieved$2.2 million in credits from unremitted payroll taxes as allowed. For the three months endedMarch 31, 2022 we received refunds of$1.1 million with a remaining receivable of$3.1 million atMarch 31, 2022 . Subsequent toMarch 31, 2022 we received an additional$1.0 million in ERC refunds. OnSeptember 9, 2021 ,President Biden released the COVID-19 Action Plan, Path Out of the Pandemic (the "Plan"), with the stated goal of getting more people vaccinated. As part of the Plan, Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors (the "Order"), creates theSafer Federal Workforce Task Force (the "Task Force "), which released guidance forU.S. Government contractors and their subcontractors. This guidance included mandatory vaccination of all employees working on or for a government contract, either directly or indirectly, byJanuary 4, 2022 (subject to medical and religious exemptions). As a part of the Plan and Order,President Biden also directed, theDepartment of Labor's Occupational Safety and Health Administration ("OSHA") to issue an Emergency Temporary Standard ("ETS") requiring that all employers with at least 100 employees ensure that theirU.S. -based employees are fully vaccinated for COVID-19 or obtain a negative COVID-19 test at least once a week. OnNovember 4, 2021 ,OSHA issued this ETS, however the implementation of the ETS was blocked by federal appeals courts, pending resolution of ongoing litigation challenging the constitutionality of the ETS, and the ETS was withdrawn byOSHA onJanuary 25, 2022 .OSHA , however has not withdrawn the proposed rule that would effectuate the same mandate, and it cannot be known whetherOSHA may reissue the ETS or otherwise issue new emergency temporary standards imposing similar mandates. We have already received notice by both government customers and prime contractors serving government customers regarding the vaccination requirement and its application to our business with those customers. As an employer of more than 100 employees, we would also be subject to the ETS or a similar mandate should it become effective. It is possible that additional jurisdictions where we do business may impose similar mandates that would apply to our employees. In addition, certain of our customers may require vaccines for those of our employees who provide on-site service at their facilities. We will continue to monitor the status of these or other mandates or regulations and their application to us and our business.
General Business Environment
We operate through two reportable business segments: Performance Improvement
Solutions and Workforce Solutions. The Workforce Solutions segment is referred
to as workforce solutions to account for the increasing activity outside of our
core nuclear industry focus. Each segment focuses on delivering solutions to
customers within our target markets. Marketing and communications, accounting,
finance, legal, human resources, corporate development, information systems and
other administrative services are organized at the corporate level. Business
development and sales resources are generally aligned with each segment to
support existing customer accounts and new customer development. The business
units collaborate to facilitate cross-selling and the development of new
solutions. The following is a description of our business segments:
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Performance Improvement Solutions (approximately 52% of revenue for the three
months ended
Our Performance Improvement Solutions segment primarily encompasses our power plant high-fidelity simulation solutions, technical engineering services for ASME programs, power plant thermal performance optimization, and interactive computer-based tutorials/simulation focused on the process industry. The Performance Solutions segment includes various simulation products, engineering services, and operation training systems delivered across the industries we serve primarily nuclear and fossil fuel power generation and the process industries. Our simulation solutions include the following: (1) simulation software and services, including operator training systems, for the nuclear power industry, (2) simulation software and services, including operator training systems, for the fossil power industry, and (3) simulation software and services for the process industries used to teach fundamental industry processes and control systems to newly hired employees and for ongoing workforce development and training. GSE and its predecessors have been providing these services since 1976. Our engineering solutions include the following: (1) in-service testing for engineering programs focused on ASME OM code including Appendix J, balance of plant programs, and thermal performance; (2) in-service inspection for specialty engineering including ASME Section XI; (3) software solutions; and (4) mechanical design, civil/structural design, electrical, instrumentation and controls design, digital controls/cyber security, and fire protection for nuclear power plant design modifications. OurGSE True North Consulting and GSE DP Engineering businesses typically work as either the engineer of choice or specialty engineer of choice for our clients under master services agreements and are included in our Performance Improvement Solutions segment due to their service offerings. GSE has been providing these engineering solutions and services since 1995.
Workforce Solutions (approximately 48% of revenue for the three months ended
Workforce Solutions provides highly specialized and skilled nuclear operations instructors, procedure writers, technical engineers, and other consultants to the nuclear power industry. These employees work at our clients' facilities under client direction. Examples of these highly skilled positions are senior reactor operations instructors, procedure writers, project managers, work management specialists, planners and training material developers. This business is managed through Hyperspring and Absolute subsidiaries. The business model, management focus, margins and other factors clearly separate the business line from the rest of the Company's product and service portfolio. GSE has been providing these services since 1997.
Business Strategy
Serve existing customers and adjacencies with compelling solutions, with a focus on decarbonization:
Our objective has been to create a leading business focused on decarbonizing the power industries by providing a diverse set of highly unique and essential services and technologies. We are now one of the leading, publicly traded engineering and technology companies serving the zero-carbon energy sector of nuclear power and adjacent nuclear markets inDepartment of Energy ,US Navy and related defense sectors. As a result of this effort and established leadership position in key sectors, we are positioned to expand into essential clean energy opportunities that may arise such as wind, solar, hydrogen production, and others. In 2022, we will keenly focus on organic growth in the sectors we serve by: cross selling and upselling in our existing markets as we focus on delivering significant value to our customers in a manner of excellence; create new and compelling solutions in-house as a result of advancing our technology offerings in sponsorship with industry early adopters focused on critical business need; develop new services as a result of combining our expertise; expand into compelling adjacent markets such as clean energy as they may arise with renewed sales focus. 22
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Cross sell and upsell into existing markets:
For the past several years, we have devoted considerable time and effort to diversify the Company's solutions capabilities for the nuclear power sector via a rollup of essential services providers to the industry. To ensure efficient and streamlined operations for the business, we have brought all of the engineering services together into one organization under one leader, and the Workforce Solutions teams together as one team under one leader. The business units operate uniformly within their respective structure. As such, the opportunity to cross-sell the capabilities across the entire customer base is greatly enhanced. This further differentiates us as a unique provider to industry vs. providers of specific niche services. The unified go-to-market efforts, such as cross-selling capability should lead to greater share of available spending within the customer base, which in turn should lead to significant upselling opportunity. As a result of a rejuvenated marketing effort, we are equipped to take this new approach to market. In particular, with the US government rejoining the Paris Climate Agreement and driving to decarbonize the energy grid by 2035, and create a carbon neutral economy by 2050, decarbonization of the energy sector will require significant investment for decades to come. As a key provider of essential services to the power sector, with a focus on decarbonization, we are poised to benefit from and exploit this investment.
Organic growth through new and compelling technology:
While managing through the pandemic, in parallel, our leadership was
investigating compelling opportunities by which we could utilize our
capabilities to create significant value for the industry and advance the
efforts of decarbonizing the power sector. As a result, we have identified a
robust pipeline of new and compelling technology solutions to develop and take
to market. Net new solutions, such as Data Validation and Reconciliation ("DVR")
and Thermal System Monitoring ("TSM"), have created new revenue streams with the
potential of on-going annuities through license revenue, software maintenance
and services revenue. More on DVR and TSM below. GSE has announced a handful of
new wins for these new solutions, which were created through our unique
combination of our industry/engineering know-how and software development
capabilities. As we have demonstrated in the past few years, small wins over
time accrue into meaningful revenue on an on-going basis. This is a key element
of our organic growth thesis: focusing on creating and bringing to market
compelling technology solutions.
Focus on compelling adjacencies in clean energy, defense, and national labs:
Research and development (R&D). We invest in R&D to deliver unique solutions that add value to our end-user markets. Our software tools leverage the high-end expertise of our experienced staff in helping plants operate better and more efficiently. Our software technology together with our deep staff expertise supports multiple industries including the nuclear industry, as a part of the larger decarbonization drive. Our software technology includes decision-support tools for engineering simulation supporting design and plant commissioning, operational performance tools, and training platform. One area of significant recent enhancement is in improving the thermal performance of power plants. We have introduced the next generation platform in TSM, providing the technology platform to centralize and continuously monitor plant thermal performance. The solution benefits our customers by automating standardized reporting in modern dashboards available to engineers and decision makers across the fleet, leveraging automation to facilitate troubleshooting plant performance issues, reducing time and error with direct access to source data, and applying industry guidelines for problem resolution. This platform also supports integration with DVR (implemented by True North) that enhances the quality of data for plant performance insights, analysis and decision making, providing a solution to better detect and identify faulty measurements/sensors and thus reduce maintenance costs by focusing on critical components. In the area of engineering simulations, we deliver nuclear core and Balance-of-Plant modeling and visualization systems to the industry. To address the nuclear industry's need for more accurate simulation of both normal and accident scenarios, we provide our DesignEP® and RELAP5-HD® solutions. Our entire JADETM suite of simulation software, including industry leading JTOPMERET® and JElectricTM software, provides the most accurate simulation of Balance-of-Plant and electrical systems available to the nuclear and fossil plant simulation market. The significant enhancements we have made to our SimExec® and OpenSimTM platforms enables customers to be more efficient in the daily operation of their simulators. We have brought SimExec® and OpenSimTM together into a next generation unified environment that adds new capabilities as requested by clients and driven by market need. Additionally, enhancements to training content and delivery continue through the EnVision On-Demand platform, allowing our customers to access training content from anywhere in synchronous and asynchronous modes, thus increasing their efficiency and reducing infrastructure costs. We intend to continue to make pragmatic and measured investments in R&D that first and foremost are driven by the market and complement our growth strategy. Such investments in R&D may result in on-going enhancement of existing solutions as well as the creation of new solutions to serve our target markets, ensuring that we add greater value that is easier to use, at lower total cost of ownership than any alternative available to customers. We have pioneered a number of industry standards and intend to continue to be one of the most innovative companies in our industry. During the three months endedMarch 31, 2022 and 2021, we have made R&D investments totaling$0.1 million and$0.2 million , respectively. 23
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Strengthen and develop our talent while delivering high-quality solutions.
Over the past several years, we have assembled a unique and highly experienced group of talent through organic growth and strategic acquisition. Our engineering team comprised of design, simulation, regulatory compliance, and performance optimization capabilities are unique to the industry and capable of addressing the entire power generation life cycle. Our experienced employees and management team are our most valuable resources. The continued integration of our team in parallel with attracting, training, and retaining top talent is critical to our success. To achieve our goals, we intend to remain focused on providing our employees with opportunities to increase client contact within their areas of expertise and to expand and deepen our service offerings. As we refine our product and service areas to best align with the critical areas listed above, we will also integrate and apply our composite employee talent to the fullest extent possible combining employee personal and professional growth opportunities with fulfillment of cutting-edge industry needs. Performance-based incentives including opportunities for stock ownership, bonuses and competitive benefits as benchmarked to our industry and locations will also be utilized to ensure continuity of our approach. We have developed a strong reputation for quality services based upon our industry-recognized depth of experience, ability to attract and retain quality professionals, and exceptional expertise across multiple service sectors. As we continue to integrate and leverage our individual company components assembled over the past several years, our capabilities and reputation will further strengthen.
Employees
As of
Backlog
As ofMarch 31, 2022 , we had approximately$40.1 million of total gross revenue backlog, which included$31.9 million of Performance backlog and$8.2 million of Workforce Solutions backlog. With respect to our backlog, it includes only those amounts that have been funded and authorized and does not reflect the full amounts we may receive over the term of such contracts. Our backlog includes future expected revenue at contract rates, excluding contract renewals or extensions that are at the discretion of the client. We calculate backlog without regard to possible project reductions or expansions or potential cancellations unless and until such changes may occur.
Backlog is expressed in terms of gross revenue and, therefore, may include
significant estimated amounts of third-party or pass-through costs to
subcontractors and other parties. Because backlog is not a
Product and Services
Performance Improvement Solutions
Our engineering team, comprised of design, simulation, regulatory compliance, and performance optimization capabilities are unique to the industry and capable of addressing the entire power generation life cycle. As we move forward in alignment with client and industry goals targeting clean energy production and overall decarbonization we are positioned to be at the forefront in three critical areas:
• optimization of existing generation assets
• design support and deployment of advanced reactor designs
• integration with renewable power sources
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Optimizing Existing Generation Assets
As the existing fleet of nuclear reactors age and competitive pressures increase, we find ever increasing significance in being able to provide value to their continued operation. Maximizing power production through a variety of methods such as digital verification and reconciliation, a statistical based analysis used to lower uncertainty, and thus increase recognized power output is instrumental in helping these facilities face current competitive pressures. Other approaches involving safe reduction of testing and inspection requirements or performance periodicities are also at the forefront of our cost saving techniques with defined services and products providing a clear and positive return on investment. In all cases, these efforts are aligned with keeping this important source of carbon free base power economically and technically viable.
Advanced Reactor Designs & Deployment
Designers of first-of-a-kind plants or existing plants need a highly accurate dynamic simulation platform to model a wide variety of design assumptions and concepts from control strategies to plant behavior to human factors. Because new builds and upgrades to existing plants result in deployment of new technology, often involving the integration of disparate technologies for the first time, a high-fidelity simulator enables designers to model the interaction between systems in advance of construction. With our combination of simulation technology and expert engineering, we were chosen to build first-of-a-kind simulators for the AP1000, PBMR, and small modular reactors such as those being built by NuScale. Going forward, we also envision many of the optimization techniques and strategies currently emphasized for the existing reactor fleet incorporated with new-build prototypes as they begin to add value and assume a larger component of our clean, carbon free, power requirements.
Renewable Integration
A significant component of overall decarbonization regarding power generation will ultimately fall to renewable sources such as wind, solar, and hydro generation. These technologies are individually well on their way towards assuming a significant share of the overall generation make-up and are expected to significantly increase. One of the particular needs is the ability to safely and efficiently integrate these renewable sources with our existing and planned nuclear generation. We are on the cutting edge, working closely with academia and industry support organizations to design, model, and evaluate creative approaches to support this integration. Base load production, renewable availability, and other pertinent factors are at the core of the solutions we are exploring.
Engineering Solutions for Decarbonization
With overall decarbonization as our primary focus, we will blend our current and
future efforts in those areas described above to best support that goal
positioning our Engineering team as recognized leaders in the pursuit of Clean
Energy. An overview highlighting many areas of our current and planned
involvement as well as the associated benefits is summarized below:
With nuclear power being such a high percentage of carbon free power generation,
the continued safe and efficient operation of these plants is critical to
meeting decarbonization goals. We help the industry achieve these goals through
better training and provide engineering services to optimize performance while
maintaining regulatory compliance. Our focus is on products and services to
improve the efficiency and lower operating costs for existing power generation
assets as well as help the next generation of carbon free power plants achieve
design approval and plant startup as quickly as possible.
Training plant operators and engineers is critical to safe operations and
continued viability of the industry. Using state-of-the-art modeling tools
combined with our leading nuclear power modeling expertise, we provide
simulation solutions that achieve unparalleled fidelity and accuracy. We have
also adapted these solutions to provide highly accurate training across a
variety of delivery platforms. These include universal or generic simulators
which are excellent in teaching fundamental concepts, systems, and plant
behaviors. They are also used by academia for research on improved plant
operations, human factors design and the development of automated procedures and
decision support systems for the next generation of reactors. Our part task
simulators and virtual control panels are cost effective solutions enabling
customers broader freedom in where they deliver simulation training and opening
the door for plant engineers and maintenance staff to access high fidelity
training without interrupting the operator training program. Our full scope
simulators use the most sophisticated modeling technology. For these reasons, we
have delivered more nuclear power plant simulators than any other company in the
world.
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Even prior to the COVID pandemic, we had delivered training products though the cloud. This delivery method reduces our customers infrastructure and ownership costs and provides anytime, anywhere access to rich learning content. Innovative Critical Thinking Exercises enable autonomous simulation training to take place, reducing the burden on instructors and increasing training touch time for students and employees. All of which enable the training organization to be more flexible and efficient. Our simulation solutions not only address industry training needs, but are used for simulation assisted engineering, the process of using simulation to virtually test and commission plant designs prior to construction. Because new builds and upgrades to existing plants result in deployment of new technology, our high-fidelity simulator enables designers to model the interaction between systems in advance of construction. With our combination of simulation technology and expert engineering, we were chosen to build first-of-a-kind simulators for the AP1000, PBMR, and small modular reactors such as those being built by NuScale. This technique reduces design costs, accelerates design approvals, de-risks projects, and provides clients with a tool to sell their new plant designs to both customers and regulators. In essence, enabling our customers to get to market faster. Beyond training, our technology is used to improve the efficiency of existing power generation assets. Our TSM System provide live insights into plant operations, by monitoring performance of key plant equipment, analyzes degradation and advises actions to be taken. When combined with DVR techniques, we can help reduce operating and maintenance cost. DVR enhances the quality of data for analysis and decision making, providing a solution to better detect and identify faulty measurements/sensors and thus reduce maintenance costs by focusing on critical components. Our EP-Plus software suite provides one common platform for all engineering programs, helping client engineers keep track of engineering program inspection and monitoring requirements aimed at safe plant operations. This reduces the engineering workload of our customers, saving costs and enabling staff to focus on the most critical activities.
All of these technologies leverage the vast experience and industry expertise of our engineering team. Our engineering team helps our clients throughout the entire plant lifecycle. We are the Engineer of Choice ("EOC") in areas such as:
• Design engineering for plant mechanical, electrical, I&C, civil and structural,
fire protection and cyber systems
• Engineering programs addressing ASME codes, balance of plant programs other
regulatory programs and economic driven programs such as plant thermal
performance
• Simulation engineering for nuclear, thermal and process plant training and
virtual commissioning
We see organic growth through closer integration of these engineering activities and technologies to provide solutions to improve the performance of our customers' people and plants.
Workforce Solutions
As our customers' experienced employees retire or pursue other opportunities,
access to industry experts to operate and train existing and new employees how
to operate nuclear plants is essential to ensure safe, ongoing plant operation.
In addition, operating and training needs change over time and sometimes our
clients require fixed-price, discrete projects, new or updated methods, or
specialized courses in contrast to straight staff augmentation. The industry
needs operating personnel, including procedure writers, engineers, operators and
instructors who can step in and use, as well as, update the client's operating
methods, procedures, training material and more. Finding technical professionals
and instructors, who know the subject, can perform the work or teach it to
others and can adapt to the client's culture is critical. We provide qualified
professionals, instructors and turnkey projects/courses that work within the
client's system and complement the operating or training methods they already
have in place. Examples of our training program courses include senior reactor
operator ("SRO") certification, generic fundamentals training, and simulation
supervisor training. We also provide expert support through workforce solutions,
consulting, or turnkey projects for procedure writing, technical engineers,
project managers, training material upgrade and development, outage execution,
planning and scheduling, corrective actions programs, and equipment reliability.
Our Workforce Solutions segment include traditional staffing services, such as
temporary and direct hire, as well as customized approaches in which we work
with our customers to evaluate their specific needs and put together a strategic
plan specifically to meet their unique needs. Workforce solutions is not only a
complement to our other service offerings; it often leads the way as the
preferred method for many of our clients to execute entire projects and/or
supplement their own staff during project peak periods or with specialized skill
sets that are often hard to find. Our staffing experts give our customers the
ability to ramp up quickly, eliminate risks, and provide more flexible options
as situations often demand.
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In addition to the core training and staffing business lines in the nuclear sector, we continue to see significant organic growth opportunity with our Workforce Solutions segment by expanding our service offerings to meet the evolving needs of the energy industry as well as other opportunities that support decarbonization and major infrastructure projects. Due to the experience within our team, we are well positioned to expand our Workforce Solutions segment offerings through our existing relationships and industry knowledge. This growth is occurring both with existing and new customers. We are placing a greater emphasis on cross-selling the services offered by our Workforce Solutions segment with our Performance Improvement Solutions segment. The Workforce Solutions segment continues expanding our footprint with companies dedicated to the support of decarbonization, and our success is showing with contract awards, scope expansion, and targeted opportunities to support engineering, manufacturing, and construction projects with companies dedicated to clean energy solutions. We have continued to better position us to support these opportunities with strategic hires and staff alignment. As the recent increases in employment transition have demonstrated, companies must also be able to adapt quickly to evolving staffing needs. This has certainly been demonstrated with companies adjusting and allowing more employees to work from home, but it's not the only answer. Employees are making changes in their professional lives for many reasons, and our workforce solutions offer our customers added support and more flexibility to support ever changing needs. In fact, Workforce Solutions is uniquely positioned for growth in these types of employment environments. Our flexible solutions, and specialized industry experience position us both for current and future staffing needs. We recognize the necessity to listen to the needs of our customers and provide the right solution. Whether the answer is one of our traditional service offerings or putting together a customized approach, we have the capabilities to help our customers get the job done. We bring together the collection of skills we have amassed over more than 40 years beginning with its traditional roots in custom high-fidelity simulation and training solutions for the power industries, extended through the acquisition of specialized engineering capabilities, enhanced by the entry and intermediate level training solutions of EnVision, backed by the extensive Workforce Solutions services of Absolute and Hyperspring, and now strengthened by our ability to successfully adapt, diversify, and offer a solutions based approach with our Workforce Solutions.
Results of Operations
The following table sets forth our results of operations, expressed in thousands of dollars and as a percentage of revenue:
Three months ended
(in thousands) March 31, 2022 March 31, 2021
$ % $ %
Revenue $ 12,275 100.0 % $ 13,104 100.0 %
Cost of revenue 9,848 80.2 % 10,176 77.7 %
Gross profit 2,427 19.8 % 2,928 22.3 %
Operating expenses:
Selling, general and administrative 4,507 36.5 % 3,734 28.5 %
Research and development 142 1.2 % 157 1.2 %
Restructuring charges - 0.0 % 808 6.2 %
Loss on impairment - 0.0 % - 0.0 %
Depreciation 72 0.6 % 76 0.6 %
Amortization of intangible assets 260 2.1 % 340 2.6 %
Total operating expenses 4,981 40.6 % 5,115 39.0 %
Operating loss 2,554 (20.9 )% (2,187 ) (16.8 )%
Interest expense, net (148 ) (1.2 )% (54 ) (0.4 )%
Change in fair value of derivative instruments, net (581 ) (4.9 )% - 0.0 %
Other income, net 16 0.1 % 1 0.0 %
Loss before income taxes (3,267 ) (26.6 )% (2,240 ) (17.1 )%
Provision for (benefit from) income taxes 167 1.4 % (35 ) (0.3 )%
Net loss $ (3,434 ) (28.0 )% $ (2,205 ) (16.8 )%
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Revenue
Revenue for the three months endedMarch 31, 2022 totaled$12.3 million , which was 6% less than the$13.1 million of revenue for the three months endedMarch 31, 2021 . Three months ended (in thousands) March 31, 2022 March 31, 2021 Change Revenue: $ % Performance Improvement Solutions $ 6,397 $ 7,081 (684 ) (10 )% Workforce Solutions 5,878 6,023 (145 ) (2 )% Total revenue$ 12,275 $ 13,104 (829 ) (6 )% Performance Improvement Solutions revenue decreased 10% from$7.1 million to$6.4 million for the three months endedMarch 31, 2022 and 2021, respectively. The decrease of revenue was primarily due to a decline in software license sales as well as software maintenance renewals. We recorded total Performance Improvement Solutions orders of$6.4 million and$5.6 million for the three months endedMarch 31, 2022 and 2021, respectively. For the three months endedMarch 31, 2022 , Workforce Solutions revenue decreased 2% to$5.9 million compared to revenue of$6.0 million for the three months endedMarch 31, 2021 . The decrease in revenue was due to a minor reduction in staffing needs from our major customers. We recorded total new orders of$4.7 million and$7.4 million for the three months endedMarch 31, 2022 and 2021, respectively. As ofMarch 31, 2022 , our backlog was$40.1 million , of which,$31.9 million was attributed to the Performance segment and$8.2 million was attributed to the Workforce Solutions segment. As ofDecember 31, 2021 , our backlog was$41.3 million with$31.8 million attributed to our Performance segment and$9.5 million to Workforce Solutions.
Gross Profit
Gross profit was
Three months ended
March 31, 2022 March 31, 2021
(in thousands) $ % $ %
Gross profit:
Performance Improvement Solutions
31.0 % Workforce Solutions 612 10.4 % 736 12.2 % Total gross profit$ 2,427 19.8 %$ 2,928 22.3 % The Performance Improvement Solutions segment's gross profit decreased by$0.4 million during three months endedMarch 31, 2022 over three months endedMarch 31, 2021 . The decrease is primarily related to lower revenue and a shift in product mix to lower margin projects. The Workforce Solutions segment's gross profit decreased by$0.1 million during three months endedMarch 31, 2022 over three months endedMarch 31, 2021 . The decrease in gross profit was primarily driven by a product mix shift in the Workforce Solutions business that had new contracts undertaken at lower margins compared to prior year. 28
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Selling, general and administrative expenses ("SG&A")
SG&A expenses totaled$4.5 million and$3.7 million for the three months endedMarch 31, 2022 and 2021, respectively. Fluctuations in the components of SG&A spending were as follows. Three months ended (in thousands) March 31, 2022 % March 31, 2021 % Selling, general and administrative expenses: Corporate charges $ 3,482 77.3 % $ 2,758 73.9 % Business development 839 18.6 % 767 20.5 % Facility operation & maintenance (O&M) 177 3.9 % 200 5.4 % Bad debt expense - 0.0 % 4 0.1 % Other 9 0.2 % 5 0.1 % Total $ 4,507 100.0 % $ 3,734 100.0 % Corporate charges During the three months endedMarch 31, 2022 , corporate charges increased by$0.7 million over the same period of the prior year. The increase was primarily due to an increase of stock compensation expense of$0.3 million and an increase in corporate bonus accrual of$0.3 million in Q1 2022.
Business development expenses
Business development expense increased
Facility operation & maintenance ("O&M")
Facility O&M expenses decreased
Bad debt expense
We recorded no bad debt expense during the three months endedMarch 31, 2022 . We recorded$4 thousand of bad debt expense during the three months endedMarch 31, 2021 . Research and development
Research and development costs consist primarily of software engineering
personnel and other related costs. Research and development costs, net of
capitalized software, totaled
Restructuring
We recorded no restructuring charges during the three months endedMarch 31, 2022 . We recorded$808 thousand restructuring charges during the three months endedMarch 31, 2021 . The decrease was mainly due to final charges related to the liquidation of ourSweden operations in Q1 2021, pursuant to our foreign restructuring plan. Depreciation We recorded depreciation expense of$72 thousand and$76 thousand for the three months endedMarch 31, 2022 and 2021, respectively. The reduction of$4 thousand for the three months endedMarch 31, 2022 over the same period in 2021 was due primarily to additional assets becoming fully depreciated.
Amortization of intangible assets
Amortization expense related to definite-lived intangible assets totaled
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Interest expense, net
Interest expense totaled$148 thousand and$54 thousand for the three months endedMarch 31, 2022 and 2021, respectively. The increase was mainly due to an increase in total indebtedness compared to Q1 2021.
Change in fair value of derivative instruments, net
For the three months ended
Other income, net
For the three months ended
Income taxes expense (benefit)
Income tax expense (benefit) for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. Total income tax expense of$167 thousand for the three months endedMarch 31, 2022 was comprised mainly of current foreign and state tax expense and deferred federal and state tax expense related to the portion of goodwill which cannot be offset by deferred tax assets. Total income tax benefit of$(35) thousand for the three months endedMarch 31, 2021 was comprised mainly of foreign and state tax benefit. Our income effective tax rate was (5.1)% and 1.6% for the three months endedMarch 31, 2022 and 2021, respectively. The difference between our income tax expense at an effective tax rate of (5.1)% and a benefit at theU.S. statutory federal income tax rate of 21% was primarily due a change in valuation allowance in ourU.S. entity, the permanent disallowance of interest expense related to disqualified debt, accruals related to uncertain tax positions for certain foreign tax contingencies, and discrete item adjustments forU.S. and foreign taxes. For the three months endedMarch 31, 2021 , the difference between the income tax benefit at an effective tax rate of 1.6% and a benefit at theU.S. statutory federal income tax rate of 21% was primarily due to accruals related to uncertain tax positions for certain foreign tax contingencies, a change in tax valuation allowance in ourU.S. andChina subsidiaries, and discrete item adjustments forU.S. and foreign taxes.
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements, Management makes several estimates and assumptions that affect our reported amounts of assets, liabilities, revenues and expenses. Our most significant estimates relate to revenue recognition on contracts with customers, product warranties, valuation of goodwill and intangible assets acquired, valuation of long-lived assets to be disposed, valuation of stock-based compensation awards and the recoverability of deferred tax assets. These critical accounting policies and estimates are discussed in the Management's Discussion and Analysis of Financial Condition and Results of Operations section in our most recent Annual Report on Form 10-K, filed with theSEC onMarch 31, 2022 . In addition, in the quarter endingMarch 31, 2022 , we established mark-to-market liabilities related to certain common stock purchase warrants and certain embedded features included in our convertible debt. The fair values of these are estimated upon issuance and at each reporting period thereafter. For all accounting policies described in this document, management cautions that future events rarely develop exactly as forecasted and even our best estimates may require adjustment as facts and circumstances change.
Liquidity and Capital Resources
As of
As of
For the three months endedMarch 31, 2022 and 2021, net cash provided by operating activities were both$1.1 million and net cash used in operating activities were$2.0 million , respectively. The increase in cash flows provided by operating activities was primarily driven by an ERC refund increased collections in the first quarter of 2022 and slower billing in the first quarter of 2021. 30
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Net cash used in investing activities totaled both
For the three months endedMarch 31, 2022 and 2021, net cash provided by financing activities was$2.6 million and net cash used in financing activities was$0.7 million , respectively. The increase in cash provided by financing activities of$3.3 million was primarily driven by$4.8 million of proceeds received from issuance of Convertible Note, offset by a$1.8 million repayment of the line of credit during the three months endedMarch 31, 2022 .
Paycheck Protection Program Loan
We applied for and, onApril 23, 2020 , received the PPP Loan under the CARES Act, as administered by the SBA (further described in Note 4 to Consolidated Financial Statements). Citizens reviewed our application for forgiveness and associated documentation, and onFebruary 26, 2021 forwarded our application to the SBA with Citizens' determination that the loan is fully forgivable. OnAugust 5, 2021 , we received notice that full principal amount and all accrued interest thereon of the PPP Loan was formally forgiven by the SBA
Credit Facilities
OnFebruary 23, 2022 , the Company issued a Convertible Note (further described in Note 10 to Consolidated Financial Statements). The proceeds received from the Convertible Note were used to repay in full, all outstanding indebtedness of$1.8 million owed to Citizens, and the Amended and Restated Credit and Security Agreement between us, our subsidiaries, and Citizens has been terminated. As ofMarch 31, 2022 , we had four letters of credit totaling$1.1 million outstanding to certain customers which were secured with restricted cash.
Non-GAAP Financial Measures
Adjusted EBITDA
References to "EBITDA" mean net (loss) income, before taking into account
interest expense (income), provision for income taxes, depreciation and
amortization. References to Adjusted EBITDA exclude the impact of restructuring
charges, stock-based compensation expense and change in fair value of derivative
instruments. EBITDA and Adjusted EBITDA are not measures of financial
performance under generally accepted accounting principles (GAAP). Management
believes EBITDA and Adjusted EBITDA, in addition to operating profit, net income
and other GAAP measures, are useful to investors to evaluate our results because
it excludes certain items that are not directly related to our core operating
performance that may, or could, have a disproportionate positive or negative
impact on our results for any particular period. Investors should recognize that
EBITDA and Adjusted EBITDA might not be comparable to similarly titled measures
of other companies. This measure should be considered in addition to, and not as
a substitute for or superior to, any measure of performance prepared in
accordance with GAAP. A reconciliation of non-GAAP EBITDA and Adjusted EBITDA to
the most directly comparable GAAP measure in accordance with SEC Regulation G
follows:
(in thousands)
Three months ended
March 31, 2022 March 31, 2021
Net loss $ (3,434 ) $ (2,205 )
Interest expense, net 148 54
Provision for income taxes 167 (35 )
Depreciation and amortization 415 513
EBITDA (2,704 ) (1,673 )
Restructuring charges - 808
Stock-based compensation expense 408 38
Change in fair value of derivative instruments, net 581 -
Adjusted EBITDA $ (1,715 ) $ (827 )
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Adjusted Net (Loss) Income and Adjusted (Loss) Earnings per Share Reconciliation
References to Adjusted net (loss) income exclude the impact of restructuring
charges, stock-based compensation expense, change in fair value of derivative
instruments and amortization of intangible assets related to acquisitions.
Adjusted Net Income and adjusted earnings per share (adjusted EPS) are not
measures of financial performance under GAAP. Management believes adjusted net
income and adjusted EPS, in addition to other GAAP measures, are useful to
investors to evaluate our results because they exclude certain items that are
not directly related to our core operating performance and non-cash items that
may, or could, have a disproportionate positive or negative impact on our
results for any particular period. These measures should be considered in
addition to, and not as a substitute for or superior to, any measure of
performance prepared in accordance with GAAP. A reconciliation of non-GAAP
adjusted net income and adjusted EPS to GAAP net income, the most directly
comparable GAAP financial measure, is as follows:
(in thousands) Three months ended
March 31, 2022 March 31, 2021
Net loss $ (3,434 ) $ (2,205 )
Restructuring charges - 808
Stock-based compensation expense 408 38
Change in fair value of derivative instruments, net 581 -
Amortization of intangible assets related to acquisitions 260 340
Adjusted net loss $ (2,185 ) $ (1,019 )
Adjusted loss per common share - Diluted $ (0.10 ) $ (0.05 )
Weighted average shares outstanding used to compute adjusted net loss per share - basic and diluted(1) 20,980,046
20,628,669
(1) During the three months ended March 31, 2022 and 2021, we reported a GAAP
net loss and an adjusted net income. Accordingly there was no dilutive shares
from RSUs included in the adjusted earnings per share calculation that were
considered anti-dilutive when calculating the net loss per share.
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