UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-16501

Williams Industrial Services Group Inc.

(Exact name of registrant as specified in its charter)



Delaware		73-1541378
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Crescent Centre Parkway, Suite 1240

Tucker, GA 30084

(Address of principal executive offices) (Zip code)

(770) 879-4400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WLMS	NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	⌧	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of August 6, 2021, there were 25,915,502 shares of common stock of Williams Industrial Services Group Inc. outstanding.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

Table of Contents


Part I—FINANCIAL INFORMATION	3

Item 1. Financial Statements	3

Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 (unaudited)	3

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	4

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	5

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)	7

Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3. Quantitative and Qualitative Disclosures about Market Risk	28

Item 4. Controls and Procedures	29

Part II—OTHER INFORMATION

Item 1. Legal Proceedings	29

Item 1A. Risk Factors	30

Item 6. Exhibits	30

SIGNATURES	31

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Part I—FINANCIAL INFORMATION

Item 1. Financial Statements.

WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)



(in thousands, except share data)	June 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	7,710	$	8,716
Restricted cash		468		468
Accounts receivable, net of allowance of $300 and $351, respectively		30,753		27,549
Contract assets		12,265		7,969
Other current assets		8,116		6,457
Total current assets		59,312		51,159

Property, plant and equipment, net		642		309
Goodwill		35,400		35,400
Intangible assets		12,500		12,500
Other long-term assets		5,763		5,712
Total assets	$	113,617	$	105,080

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,918	$	6,210
Accrued compensation and benefits		18,540		15,800
Contract liabilities		1,283		2,529
Short-term borrowings		2,064		352
Current portion of long-term debt		1,050		1,050
Other current liabilities		9,872		7,170
Current liabilities of discontinued operations		338		342
Total current liabilities		41,065		33,453
Long-term debt, net		30,528		30,728
Deferred tax liabilities		2,413		2,440
Other long-term liabilities		1,738		2,098
Long-term liabilities of discontinued operations		4,204		4,466
Total liabilities		79,948		73,185
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.01 par value, 170,000,000 shares authorized and 26,384,670 and 25,926,333 shares issued, respectively, and 25,915,502 and 25,336,442 shares outstanding, respectively		260		256
Paid-in capital		90,836		90,292
Accumulated other comprehensive income		62		28
Accumulated deficit		(57,483)		(58,673)
Treasury stock, at par (469,168 and 589,891 common shares, respectively)		(6)		(8)
Total stockholders’ equity		33,669		31,895
Total liabilities and stockholders’ equity	$	113,617	$	105,080

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2021		2020		2021		2020
Revenue	$	91,571	$	72,549	$	152,422	$	138,696
Cost of revenue		82,218		63,194		136,971		122,432

Gross profit		9,353		9,355		15,451		16,264

Selling and marketing expenses		231		140		442		278
General and administrative expenses		6,372		5,386		12,683		11,586
Depreciation and amortization expense		46		57		87		98
Total operating expenses		6,649		5,583		13,212		11,962

Operating income		2,704		3,772		2,239		4,302

Interest expense, net		1,213		1,566		2,506		3,099
Other income, net		(1,232)		(499)		(1,592)		(621)
Total other (income) expense, net		(19)		1,067		914		2,478

Income from continuing operations before income tax		2,723		2,705		1,325		1,824
Income tax expense		77		196		262		244
Income from continuing operations		2,646		2,509		1,063		1,580

Income (loss) from discontinued operations before income tax		243		(102)		164		(156)
Income tax (benefit) expense		18		(98)		37		(80)
Income (loss) from discontinued operations		225		(4)		127		(76)

Net income	$	2,871	$	2,505	$	1,190	$	1,504

Basic earnings per common share
Income from continuing operations	$	0.10	$	0.10	$	0.04	$	0.07
Income (loss) from discontinued operations		0.01		0.00		0.01		0.00
Basic earnings per common share	$	0.11	$	0.10	$	0.05	$	0.07

Diluted earnings per common share
Income from continuing operations	$	0.10	$	0.10	$	0.04	$	0.07
Income (loss) from discontinued operations		0.01		0.00		0.01		0.00
Diluted earnings per common share	$	0.11	$	0.10	$	0.05	$	0.07

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Net income	$	2,871	$	2,505	$	1,190	$	1,504
Foreign currency translation adjustment		30		4		34		(254)
Comprehensive income	$	2,901	$	2,509	$	1,224	$	1,250

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)


							Accumulated
	Common Shares						Other
	$0.01 Per Share				Paid-in		Comprehensive		Accumulated	Treasury Shares
(in thousands, except share data)	Shares		Amount		Capital		Income (Loss)		Deficit	Shares		Amount		Total
Balance, December 31, 2019	19,794,270	$	198	$	81,964	$	222	$	(60,211)	(737,075)	$	(9)	$	22,164
Issuance of common stock	5,384,615		54		6,478		—		—	—		—		6,532
Issuance of restricted stock units	423,341		—		—		—		—	80,207		1		1
Tax withholding on restricted stock units	—		—		(65)		—		—	(41,445)		—		(65)
Stock-based compensation	—		—		376		—		—	—		—		376
Foreign currency translation	—		—		—		(258)		—	—		—		(258)
Net loss	—		—		—		—		(1,001)	—		—		(1,001)
Balance, March 31, 2020	25,602,226	$	252	$	88,753	$	(36)	$	(61,212)	(698,313)	$	(8)	$	27,749
Issuance of common stock	—		4		(48)		—		—	—		—		(44)
Issuance of restricted stock units	407,315		—		—		—		—	138,221		1		1
Tax withholding on restricted stock units	(93,234)		—		(153)		—		—	(31,570)		(1)		(154)
Stock-based compensation	—		—		650		—		—	—		—		650
Foreign currency translation	—		—		—		4		—	—		—		4
Net income	—		—		—		—		2,505	—		—		2,505
Balance, June 30, 2020	25,916,307	$	256	$	89,202	$	(32)	$	(58,707)	(591,662)	$	(8)	$	30,711


							Accumulated
	Common Shares						Other
	$0.01 Per Share				Paid-in		Comprehensive		Accumulated	Treasury Shares
(in thousands, except share data)	Shares		Amount		Capital		Income (Loss)		Deficit	Shares		Amount		Total
Balance, December 31, 2020	25,926,333	$	256	$	90,292	$	28	$	(58,673)	(589,891)	$	(8)	$	31,895
Issuance of restricted stock units	438,836		4		—		—		—	120,723		2		6
Tax withholding on restricted stock units	—		—		(545)		—		—	—		—		(545)
Stock-based compensation	—		—		625		—		—	—		—		625
Foreign currency translation	—		—		—		4		—	—		—		4
Net loss	—		—		—		—		(1,681)	—		—		(1,681)
Balance, March 31, 2021	26,365,169	$	260	$	90,372	$	32	$	(60,354)	(469,168)	$	(6)	$	30,304
Issuance of restricted stock units	19,501		—		—		—		—	—		—		—
Tax withholding on restricted stock units	—		—		40		—		—	—		—		40
Stock-based compensation	—		—		424		—		—	—		—		424
Foreign currency translation	—		—		—		30		—	—		—		30
Net income	—		—		—		—		2,871	—		—		2,871
Balance, June 30, 2021	26,384,670	$	260	$	90,836	$	62	$	(57,483)	(469,168)	$	(6)	$	33,669

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Six Months Ended June 30,
(in thousands)	2021		2020
Operating activities:
Net income	$	1,190	$	1,504
Adjustments to reconcile net income to net cash used in operating activities:
Net (income) loss from discontinued operations		(127)		76
Deferred income tax provision (benefit)		(25)		41
Depreciation and amortization on plant, property and equipment		87		92
Amortization of deferred financing costs		415		365
Amortization of debt discount		100		—
Bad debt expense		(51)		3
Stock-based compensation		1,460		1,122
Changes in operating assets and liabilities, net of businesses sold:
Accounts receivable		(3,040)		(9,260)
Contract assets		(4,268)		(3,458)
Other current assets		(1,561)		(981)
Other assets		(175)		(591)
Accounts payable		1,546		(5,235)
Accrued and other liabilities		4,432		6,586
Contract liabilities		(1,246)		491
Net cash used in operating activities, continuing operations		(1,263)		(9,245)
Net cash used in operating activities, discontinued operations		(139)		(141)
Net cash used in operating activities		(1,402)		(9,386)
Investing activities:
Purchase of property, plant and equipment		(418)		(89)
Net cash used in investing activities		(418)		(89)
Financing activities:
Repurchase of stock-based awards for payment of statutory taxes due on stock-based compensation		(501)		(218)
Proceeds from issuance of common stock		—		6,488
Debt issuance costs		—		(325)
Proceeds from short-term borrowings		140,194		114,796
Repayments of short-term borrowings		(138,482)		(114,242)
Repayments of long-term debt		(525)		(175)
Net cash provided by financing activities		686		6,324
Effect of exchange rate change on cash		128		(149)
Net change in cash, cash equivalents and restricted cash		(1,006)		(3,300)
Cash, cash equivalents and restricted cash, beginning of period		9,184		7,818
Cash, cash equivalents and restricted cash, end of period	$	8,178	$	4,518

Supplemental Disclosures:
Cash paid for interest	$	1,887	$	1,811
Cash paid for income taxes, net of refunds	$	1,553	$	—
Noncash amendment fee related to revolving credit facility	$	—	$	150

See accompanying notes to condensed consolidated financial statements.

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WILLIAMS INDUSTRIAL SERVICES GROUP INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

Business

Williams Industrial Services Group Inc. (together with its wholly owned subsidiaries, “Williams,” the “Company,” “we,” “us” or “our,” unless the context indicates otherwise) was initially incorporated in 1998, and in 2001, changed its name to “Global Power Equipment Group Inc.” under the laws of the State of Delaware and became the successor to GEEG Holdings, LLC, which was formed as a Delaware limited liability company in 1998. Effective June 29, 2018, the Company changed its name to Williams Industrial Services Group Inc. to better align its name with the Williams business, and the Company’s stock now trades on the NYSE American LLC (the “NYSE American”) under the ticker symbol “WLMS.” Williams has been safely helping plant owners and operators enhance asset value for more than 50 years. It provides a broad range of construction, maintenance, and support services to infrastructure customers in energy, power, and industrial end markets. The Company’s mission is to be the preferred provider of construction, maintenance, and specialty services through commitment to superior safety performance, focus on innovation, and dedication to delivering unsurpassed value to its customers.

Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) on a basis consistent with that used in the Annual Report on Form 10-K for the year ended December 31, 2020, filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2021 (the “2020 Report”). In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, including all normal recurring adjustments, necessary to present fairly the unaudited condensed consolidated balance sheets and statements of operations, comprehensive income, stockholders’ equity and cash flows for the periods indicated. All significant intercompany transactions have been eliminated. The December 31, 2020 unaudited condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. These unaudited condensed consolidated interim financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the 2020 Report. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for any interim period are not necessarily indicative of operations to be expected for the full year.

The Company reports on a fiscal quarter basis utilizing a “modified” 4-4-5 calendar (modified in that the fiscal year always begins on January 1 and ends on December 31). However, the Company has continued to label its quarterly information using a calendar convention. The effects of this practice are modest and only exist when comparing interim period results. The reporting periods and corresponding fiscal interim periods are as follows:



Reporting Interim Period	Fiscal Interim Period
	2021	2020
Three Months Ended March 31	January 1, 2021 to April 4, 2021	January 1, 2020 to March 29, 2020
Three Months Ended June 30	April 5, 2021 to July 4, 2021	March 30, 2020 to June 28, 2020
Three Months Ended September 30	July 5, 2021 to October 3, 2021	June 29, 2020 to September 27, 2020

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NOTE 2—RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes”, which simplifies the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in accounting for income taxes. The update is effective for annual periods beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company historically did not rely on the exceptions in computing the tax provision. The Company adopted the guidance as of January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's financial statements.

NOTE 3—LEASES

On January 1, 2019, the Company adopted ASU 2016-02 using the modified retrospective method, and accordingly, the new guidance was applied to leases that existed as of January 1, 2019.

The Company primarily leases office space and related equipment, as well as equipment, modular units and vehicles directly used in providing services to its customers. The Company’s leases have remaining lease terms of one to ten years. Most leases contain renewal options for varying periods, which are at the Company’s sole discretion and included in the expected lease term if they are reasonably certain of being exercised. In accordance with ASU 2016-02, the Company accounts for lease components, such as fixed payments including rent, real estate taxes, and insurance costs, separately from the non-lease components, such as common area maintenance costs.

In accordance with ASU 2016-02, for leases with terms greater than twelve months, the Company records the related right-of-use assets and lease liabilities at the present value of the fixed lease payments over the lease term at the lease commencement date. The Company uses its incremental borrowing rate to determine the present value of the lease as the rate implicit in the lease is typically not readily determinable.

Short-term leases (leases with an initial term of twelve months or less or leases that are cancelable by the lessee and lessor without significant penalties) are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used in delivering services to its customers. These leases are entered into at agreed upon hourly, daily, weekly, or monthly rental rates for an unspecified duration and typically have a termination for convenience provision. Such equipment leases are considered short-term in nature unless it is reasonably certain that the equipment will be leased for a term greater than twelve months.

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
Lease Cost (in thousands)	2021		2020		2021		2020
Operating lease cost	$	538	$	881	$	1,092	$	2,100
Short-term lease cost		813		632		1,433		1,467
Total lease cost	$	1,351	$	1,513	$	2,525	$	3,567

Lease cost related to finance leases was not significant for the three and six months ended June 30, 2021 and 2020.

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Information related to the Company’s right-of-use assets and lease liabilities was as follows:


Lease Assets/Liabilities (in thousands)	Balance Sheet Classification	June 30, 2021		December 31, 2020
Lease Assets
Right-of-use assets	Other long-term assets	$	1,790	$	2,029

Lease Liabilities
Short-term lease liabilities	Other current liabilities	$	1,465	$	1,362
Long-term lease liabilities	Other long-term liabilities		605		1,011
Total lease liabilities		$	2,070	$	2,373

Supplemental information related to the Company’s leases was as follows:


		Six Months Ended June 30,
(dollars in thousands)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash used by operating leases	$	1,154	$	2,500
Right-of-use assets obtained in exchange for new operating lease liabilities		737		1,796
Weighted-average remaining lease term - operating leases		1.38 years		1.68 years
Weighted-average remaining lease term - finance leases		2.73 years		3.73 years
Weighted-average discount rate - operating leases		9%		9%
Weighted-average discount rate - finance leases		9%		9%

Total remaining lease payments under the Company’s operating and finance leases were as follows:


	Operating Leases		Finance Leases

Six Months Ended June 30, 2021	(in thousands)
Remainder of 2021	$	1,001	$	3
2022		1,022		6
2023		208		6
2024		7		1
2025		3		-
Total lease payments	$	2,241	$	16
Less: interest		(187)		—
Present value of lease liabilities	$	2,054	$	16

NOTE 4—CHANGES IN BUSINESS

Discontinued Operations

Electrical Solutions

During the fourth quarter of 2017, the Company made the decision to exit and sell its Electrical Solutions segment (which was comprised solely of Koontz-Wagner Custom Controls Holdings LLC (“Koontz-Wagner”), a wholly owned subsidiary of the Company) in an effort to reduce the Company’s outstanding term debt. The Company determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented.

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On July 11, 2018, Koontz-Wagner filed a voluntary petition for relief under Chapter 7 of Title 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas. The filing was for Koontz-Wagner only, not for the Company as a whole, and was completely separate and distinct from the Williams business and operations. As a result of the July 11, 2018 bankruptcy of Koontz-Wagner, the Company recorded a pension withdrawal liability of $2.9 million related to Koontz-Wagner’s International Brotherhood of Electrical Workers Local Union 1392 (“IBEW”) multi-employer pension plan.

After an arbitration process, on May 12, 2021, an arbitrator concluded that the IBEW used an incorrect per hour contribution rate in calculating the Company’s pension withdrawal liability, which resulted in the Company overpaying. The arbitrator directed IBEW to refund all overpayments, with interest, to the Company and to redetermine the Company’s payments going forward using the proper contribution rate. Accordingly, the Company’s overall pension withdrawal liability decreased by approximately $0.2 million. The pension liability is expected to be satisfied by annual cash payments of $0.3 million each, paid in quarterly installments, through 2038. The Company recorded a gain on disposal of approximately $0.2 million in the three months ended June 30, 2021 to reduce its previously recorded estimated withdrawal liability to the new amount.

Mechanical Solutions

During the third quarter of 2017, the Company made the decision to exit and sell substantially all of the operating assets and liabilities of its Mechanical Solutions segment and determined that the decision to exit this segment met the definition of a discontinued operation. As a result, this segment has been presented as a discontinued operation for all periods presented.

As of June 30, 2021 and December 31, 2020, the Company did not have any assets related to its Electrical Solutions’ and Mechanical Solutions’ discontinued operations. The following table presents a reconciliation of the carrying amounts of major classes of liabilities of Electrical Solutions’ and Mechanical Solutions’ discontinued operations:



(in thousands)	June 30, 2021		December 31, 2020
Liabilities:
Current liabilities of discontinued operations	$	338	$	342
Liability for pension obligation		2,367		2,670
Liability for uncertain tax positions		1,837		1,796
Long-term liabilities of discontinued operations		4,204		4,466
Total liabilities of discontinued operations	$	4,542	$	4,808

The following table presents a reconciliation of the major classes of line items constituting the net income (loss) from discontinued operations. In accordance with GAAP, the amounts in the table below do not include an allocation of corporate overhead.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
General and administrative expenses	$	6	$	5	$	34	$	6
Loss (gain) on disposal - Electrical Solutions		(228)		45		(228)		45
Interest expense (income)		(21)		52		30		105
Income (loss) from discontinued operations before income tax		243		(102)		164		(156)
Income tax expense (benefit)		18		(98)		37		(80)
Income (loss) from discontinued operations	$	225	$	(4)	$	127	$	(76)

NOTE 5—REVENUE

Disaggregation of Revenue

Disaggregated revenue by type of contract was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
Cost-plus reimbursement contracts	$	82,071	$	65,270	$	137,664	$	125,566
Fixed-price contracts		9,500		7,279		14,757		13,130
Total	$	91,571	$	72,549	$	152,422	$	138,696

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Disaggregated revenue by the geographic area where the work was performed was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2021		2020		2021		2020
United States	$	81,718	$	62,815	$	132,908	$	120,463
Canada		9,853		9,734