Significant Accounting Policies [Text Block] | 2. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to record purchase price allocation for the Company's acquisitions, fair value measurements used in goodwill impairment tests, impairment estimations of long-lived assets, revenue recognition on cost-to-cost type contracts, allowances for uncollectible accounts, valuations of non-cash capital stock issuances, estimates of the incremental borrowing rate for long-term leases, fair value estimates and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not may Principles of Consolidation The accompanying consolidated financial statements include the accounts of Orbital Energy Group, Inc. and its wholly owned subsidiaries Front Line Power Construction, LLC, Orbital Power, Inc., Eclipse Foundation Group, Orbital Solar Services, Gibson Technical Services, Inc., and GTS's wholly owned subsidiaries, IMMCO, Inc. and Full Moon Telecom, LLC hereafter referred to as the ‘‘Company.’’ Additionally, the following wholly owned subsidiaries are included in these financial statements as discontinued operations: Orbital Gas Systems, Ltd., Orbital Gas Systems, North America, Inc., and the following in 2020 2019 2020. Variable Interest Entity Orbital Solar Services entered into an agreement in 2021 not Orbital Solar Services, through its controlling interest in OSS-JPOW, has the power to direct the activities that significantly affect the economic performance of OSS-JPOW and the obligation to absorb losses or the right to receive benefits that could be significant to OSS-JPOW; therefore, Orbital Solar Services is considered the primary beneficiary and consolidates OSS-JPOW. During 2021, not December 31, 2021, Company Conditions and Sources of Liquidity The Company has experienced net losses and cash outflows from cash used in operating activities over the past years. As of and for the twelve December 31, 2021, As of December 31, 2021, twelve The Company has plans to access additional capital to meet its obligations for the twelve 10 Stockholders Equity and Stock-Based Compensation 7 Notes Payable 7 Notes Payable not 3 no As the Company continues its progression to build a full-service infrastructure services platform, a successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows through generating adequate revenue growth to support the Company’s cost structure. For the twelve December 31, 2021, two twelve December 31, 2021. twelve No The Company plans to meet its obligations as they become due over the next twelve Discontinued Operations and Sales of Businesses As part of the Company’s stated strategy to transform Orbital Energy Group into a diversified energy infrastructure services platform serving North American energy customers, the Company’s board of directors made the decision to divest of its Orbital Gas subsidiaries. The Orbital Gas subsidiaries provide proprietary gas measurement and sampling technologies and the integration of process control and measuring/sampling systems. They are legacy businesses that are not fourth December 31, 2021). 2020, Selected data for these discontinued businesses consisted of the following: Reconciliation of the Major Classes of Line Items Constituting Pretax Income from Discontinued Operations to the After-Tax Income from Discontinued Operations That Are Presented in the Statement of Operations (In thousands) For the Year Ended December 31, Major classes of line items constituting pretax profit (loss) of discontinued operations 2021 2020 Revenues $ 19,855 $ 33,278 Cost of revenues (14,193 ) (23,637 ) Selling, general and administrative expense (8,550 ) (11,205 ) Depreciation and amortization (1,638 ) (1,489 ) Research and development (2 ) (45 ) (Provision) credit for bad debt 3 (13 ) Impairment of assets held for sale (9,185 ) — Gain on extinguishment of PPP loan 779 — Interest expense (2 ) (5 ) Other income and (expense) 228 (98 ) Pretax profit (loss) of discontinued operations related to major classes of pretax profit (loss) (12,705 ) (3,214 ) Pretax gain on sale of certain power and electromechanical businesses — 117 Total pretax income on discontinued operations (12,705 ) (3,097 ) Income tax benefit (1,334 ) (1,352 ) Total income from discontinued operations $ (11,371 ) $ (1,745 ) Reconciliation of the Carrying Amounts of Major Classes of Assets and Liabilities of the Discontinued Operation to Total Assets and Liabilities of the Disposal Group Classified as Held for Sale As of December 31, As of December 31, (In thousands) 2021 2020 Carrying amounts of the major classes of assets included in discontinued operations: Trade accounts receivables $ 2,996 $ 2,798 Inventories 530 1,123 Prepaid expenses and other current assets 114 1,185 Contract assets 1,141 1,040 Assets held for sale, current portion 4,781 6,146 Property and equipment 42 4,311 Right of use assets - Operating leases — 786 Other intangible assets 1,813 3,144 Deposits and other assets 43 1,285 Assets held for sale, noncurrent portion 1,898 9,526 Total assets of the disposal group classified as held for sale $ 6,679 $ 15,672 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ 1,657 $ 953 Contract liabilities 1,414 1,937 Operating lease obligations, current portion 76 415 Accrued expenses 1,126 1,510 Notes payable - PPP, current portion — 565 Liabilities held for sale, current portion 4,273 5,380 Operating lease obligations, less current portion 85 436 Notes payable - PPP, less current portion — 207 Other long-term liabilities 9 187 Liabilities held for sale, noncurrent portion 94 830 Total liabilities held for sale $ 4,367 $ 6,210 The assets and liabilities of the disposal group classified as held for sale are classified as current on the December 31, 2021 one Net cash (used) provided by operating activities of discontinued operations for 2021 2020 Net cash provided by (used in) investing activities of discontinued operations for 2021 2020 Fair Value of Financial Instruments Accounting Standards Codification (‘‘ASC’’) 820 820’’ 820 three first two may • Level 1 • Level 2 2 • Level 3 The Company determines when a financial instrument transfers between levels based on management’s judgment of the significance of unobservable inputs used to calculate the fair value of the financial instrument. Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, investment, note receivable, accounts receivable, contract assets, prepaid expense and other assets, accounts payable, accrued liabilities, contract liabilities, and other current liabilities reflected in the accompanying consolidated balance sheet approximate fair value at December 31, 2021 2020 three December 31, 2021, December 31, 2021. 3 Cash and Cash Equivalents Cash includes deposits at financial institutions with maturities of three 90 December 31, 2021 2020, December 31, 2021 2020, December 31, 2021 2020, (In thousands) As of December 31, 2021 2020 Cash and cash equivalents at beginning of year $ 3,046 $ 23,351 Restricted cash at beginning of year 1,478 — Cash, cash equivalents and restricted cash at beginning of year $ 4,524 $ 23,351 Cash and cash equivalents at end of year $ 26,865 $ 3,046 Restricted cash at end of year 1,176 1,478 Cash, cash equivalents and restricted cash at end of year $ 28,041 $ 4,524 Investments and Notes Receivable At December 31, 2021, December 31, 2021 December 31, 2020 second 2020 second 2021. December 31, 2021, Accounts Receivable and Allowance for Uncollectible Accounts Accounts receivable consist of the receivables associated with revenue derived from service sales including present amounts due to contracts accounted for under fixed price, cost-to-cost, cost plus, or output method. An allowance for uncollectible accounts is recorded to allow for any amounts that may not December 31, 2021 2020 Activity in the allowance for doubtful accounts for the years ended December 31, 2021 2020 (In thousands) For the Years ended December 31, 2021 2020 Allowance for doubtful accounts, beginning of year $ 1,172 $ — Bad debt expense 346 1,626 Deductions (31 ) (454 ) Allowance for doubtful accounts, end of year $ 1,487 $ 1,172 Retainage Receivables At December 31, 2021, not Inventories Inventories consist of finished and unfinished products and are stated at the lower of cost or market through either the first first At December 31, 2021 2020 (In thousands) As of December 31, 2021 2020 Finished goods $ — $ — Raw materials 1,316 — Work-in-process 19 — Total inventories $ 1,335 $ — Property and equipment, less accumulated depreciation Land is recorded at cost and includes expenditures made to ready it for use. Land is considered to have an infinite useful life. Buildings and improvements are recorded at cost. Furniture, vehicles, and equipment are recorded at cost and include major expenditures, which increase productivity or substantially increase useful lives. Leasehold improvements are recorded at cost and are depreciated over the lesser of the lease term or estimated useful life. The cost of buildings, improvements, furniture, vehicles, and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method for financial reporting purposes. The estimated useful lives for buildings, improvements, furniture, vehicles, and equipment are as follows: Estimated Useful Life (in years) Leasehold improvements 5 to 10 Equipment 3 to 10 Maintenance, repairs and minor replacements are charged to expenses when incurred. When buildings, improvements, furniture, equipment and vehicles are sold or otherwise disposed of, the asset and related accumulated depreciation are removed and any gain or loss is included in the statement of operations. Long-Lived Assets Including Finite-Lived Intangible Assets Long-lived assets including finite-lived intangible assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not not No impairments were recognized on long-lived assets in 2021 2020 2021, December 31, 2021) Identifiable Finite-lived Intangible Assets Intangible assets are stated at cost net of accumulated amortization and impairment. Finite-lived intangible assets includes customer relationships, technology know how, software, noncompete agreements, order backlog, and trade name. The fair value for intangible assets acquired through acquisitions is measured at the time of acquisition utilizing the following inputs, as needed: 1. Inputs used to measure fair value are unadjusted quoted prices available in active markets for the identical assets or liabilities if available. 2. Inputs used to measure fair value, other than quoted prices included in 1, not 3. Inputs used to measure fair value are unobservable inputs supported by little or no 4. Expert appraisal and fair value measurement as completed by third Estimated Useful Life (in years) Finite-lived intangible assets Order backlog 1 Customer Relationships- Front Line Power Construction 15 Trade name - Reach Construction Group 1 Customer relationships - Reach Construction Group, LLC 5 Non-compete agreements - Reach Construction Group, LLC 5 Customer Relationships - Gibson Technical Services 10 Customer Relationships - IMMCO 10 Technology- Know How 3 Non-compete agreements-GTS 5 Software, at cost 3 to 5 The Company amortizes the intangible assets that are subject to amortization on a straight line basis, which the company believes approximates the estimated consumption of their economic benefits. Intangible assets are reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not may not Indefinite-Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, may one December 31, 2021, five five Annual Test. second may not May 31, 2021, 350 30 35 18A 18B. May 31st first third no Under current accounting guidance, the Company is not not second may not As detailed in ASC 350 20 35 3A, May 31, 2021, not 350 20 35 3C not no Accrued expenses Accrued expenses are liabilities that reflect expenses on the statement of operations that have not December 31, 2021 December 31, 2020 (In thousands) As of December 31, 2021 2020 Accrued compensation $ 6,369 $ 1,180 Working capital adjustment on Front Line Power Construction acquisition 14,092 — Accrued interest 2,902 200 Accrued taxes payable 102 83 Other accrued expenses 4,836 2,909 Total accrued expense $ 28,301 $ 4,372 Financial instrument liability The Company evaluates embedded conversion features pursuant to FASB Accounting Standards Codification No. 815 815’’ not November 2021, November 17, 2021 December 31, 2021 fourth 2021. not 2020. Stock-Based Compensation The Company records its stock-based compensation expense under its stock option plans and also issues stock for services. The Company accounts for stock-based compensation using FASB Accounting Standards Codification No. 718 718’’ 718 Stock bonuses and restricted stock units ("RSU"s) issued to employees are recorded at fair value using the market price of the stock on the date of grant and expensed over the service period or immediately if fully vested on date of issuance. Employee stock options are recorded at fair value using the Black-Scholes or binomial option pricing model. The underlying assumptions in the Black-Scholes and binomial option pricing models used by the Company are taken from publicly available sources including: ( 1 2 3 See Note 10 Common stock and stock options are also recorded on the basis of their fair value, as required by FASB ASC 718, 718. 718, Common stock issued to other than employees or directors subject to performance (performance based awards) require interpretation when the counterparty’s performance is complete based on delivery, or other relevant performance criteria in accordance with the relevant agreement. When performance is complete, the common stock is issued and the expense recorded on the basis of their value as required by FASB ASC 718 Defined Contribution Plans The Company has a 401 60 18 2021 2020, 2021 2020, Revenue Recognition The Electric Power segment provides full service building, maintenance and support to the electrical power distribution, transmission, substation, and emergency response sectors of North America through Front Line Power, Orbital Power Services and Eclipse Foundation. The Telecommunications segment composed of Gibson Technical Services and subsidiaries provides technical implementation, design, maintenance, emergency and repair support services in the broadband, wireless, and outside plant and building technologies. The Renewables segment, Orbital Solar Services, provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility scale solar and community solar construction. For our construction contracts, revenue is generally recognized over time. Our fixed price and unit-price construction projects generally use a cost-to-cost input method or an output method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Under the output method, progress towards completion is measured based on units of work completed based on the contractual pricing amounts. Under the output method, revenue is determined by actual work achieved. For jobs under the output method, revenue is earned based on each unit in the contract completed. We construct comprehensive revenue calculations based on quantifiable measures of actual units completed multiplied by the agreed upon contract prices per item completed. Revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. The timing of revenue recognition also depends on the payment terms of the contract, as our performance does not not not For our service contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term. For certain of our revenue streams, such as call-out repair and service work, and outage services, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an input method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. Accounts Receivable, Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when our right to consideration is unconditional. We also assess our customers' ability and intention to pay, which is based on a variety of factors, including our historical payment experience with and the financial condition of our customers. Payment terms and conditions vary by contract, and are within industry standards across our business lines. Accounts receivable are recognized net of an allowance for doubtful accounts. The timing of revenue recognition may not Contract liabilities from our construction contracts occur when amounts invoiced to our customers exceed revenues recognized under the input cost-to-cost or output method of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts and provision for future contract losses for those contracts estimated to close in a gross loss position. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue. Balances and activity in the current contract liabilities as of and for the years ended December 31, 2021 2020 For the Year Ended December 31, 2021 2020 Total contract liabilities - January 1 $ 4,873 $ — Contract liability additions acquired through acquisition 100 3,349 Contract additions, net 6,371 1,524 Contract settlements (3,140 ) — Revenue recognized (1,701 ) — Total contract liabilities - December 31 $ 6,503 $ 4,873 Performance Obligations Remaining Performance Obligations Remaining performance obligations, represents the transaction price of contracts with customers for which work has not December 31, 2021 12 12 December 31, 2021. Any adjustments to net revenues, cost of revenues, and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may may may not one one Performance Obligations Satisfied Over Time To determine the proper revenue recognition method for our contracts satisfied over time, we evaluate whether a single contract should be accounted for as more than one For most of our contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability (even if that single project results in the delivery of multiple units). Hence, the entire contract is accounted for as one may one one Variable Consideration The nature of our contracts gives rise to several types of variable consideration. In rare instances, we include in our contract estimates, additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. These amounts are included in our calculation of net revenue recorded for our contracts and the associated remaining performance obligations. Additionally, if the contract has a provision for liquidated damages in the case that the Company misses a timing target, or fails to meet any other contract benchmarks, the Company accounts for those estimated liquidated damages as variable consideration and will adjust revenue accordingly with periodic updates to the estimated variable consideration as the job progresses. Liquidated damages are recognized as variable consideration and are estimated based on the most likely amount that is deemed probable of realization. Significant Judgments Our contracts with certain customers may may At times, customers may not Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately rather than together may not In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined that, our contracts do not The following table presents our revenues disaggregated by timing of revenue recognition: (In thousands) For the Year Ended December 31, 2021 Telecommunications Electric Power Renewables Total Revenues recognized at point in time $ 1,812 $ — $ — $ 1,812 Revenues recognized over time 25,987 43,599 11,550 81,136 Total revenues $ 27,799 $ 43,599 $ 11,550 $ 82,948 (In thousands) For the Year Ended December 31, 2020 Telecommunications Electric Power Renewables Total Revenues recognized at point in time $ — $ — $ — $ — Revenues recognized over time — 8,482 13,005 21,487 Total revenues $ — $ 8,482 $ 13,005 $ 21,487 The following table presents our revenues disaggregated by region: (In thousands) For the Year Ended December 31, 2021 Telecommunications Electric Power Renewables Total North America $ 25,446 $ 43,599 $ 11,550 $ 80,595 Other 2,353 — — 2,353 Total revenues $ 27,799 $ 43,599 $ 11,550 $ 82,948 (In thousands) For the Year Ended December 31, 2020 Telecommunications Electric Power Renewables Total North America $ — $ 8,482 $ 13,005 $ 21,487 Total revenues $ — $ 8,482 $ 13,005 $ 21,487 Advertising The costs incurred for producing and communicating advertising are charged to operations as incurred. Advertising expense for the years ended December 31, 2021 2020 Income Taxes Income taxes are accounted for under the asset and liability method of FASB Accounting Standards Codification No. 740 740’’ 740, not not Valuation allowances have been established against all domestic based deferred tax assets and U.K. based deferred tax assets due to uncertainties in the Company’s ability to generate sufficient taxable income in future periods to make realization of such assets more likely than not. not. not The Company recognizes interest and penalties, if any, related to its tax positions in income tax expense. Orbital Energy Group files consolidated income tax returns with its U.S. based subsidiaries for federal and many state jurisdictions in addition to separate subsidiary income tax returns in Japan, the United Kingdom and Canada. After the sale of CUI Japan in September 2020, December 31, 2021 not no 2017. Net Loss per Share In accordance with FASB Accounting Standards Codification No. 260 260’’ 2021 2020, two 2021 2020. The following table summarizes the number of stock options outstanding: As of December 31, 2021 2020 Options, outstanding 237,985 790,648 Any common shares issued as a result of stock options would come from newly issued common shares as granted under our equity incentive plans. The following is the calculation of basic and diluted earnings per share: For the Years Ended December 31, (In thousands, except dollars per share) 2021 2020 Continuing operations: Loss from continuing operations, net of income taxes $ (49,843 ) $ (25,702 ) Discontinued operations: Income from discontinued operations, net of income taxes (11,371 ) (1,745 ) Net loss $ (61,214 ) $ (27,447 ) Basic and diluted weighted average number of shares outstanding 58,348,489 29,937,863 Loss from continuing operations per common share - basic and diluted $ (0.86 ) $ (0.86 ) Earnings from discontinued operations - basic and diluted (0.19 ) (0.06 ) Loss per common share - basic and diluted $ (1.05 ) $ (0.92 ) Foreign Currency Translation The financial statements of the Company's foreign offices have been translated into U.S. dollars in accordance with FASB ASC 830, 830 2021 2020 Segment Reporting Operating segments are defined in accordance with ASC 280 10 five 280 10. three three 2010. January 2021, The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021) 1990 o IMMCO, Inc. (acquired July 28, 2021), two 1992. o Full Moon Telecom, LLC (acquired October 22, 2021) 2/Layer 3 The Renewables segment consists of Orbital Solar Services based in Sanford, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms and public utility projects. The Other category is made up primarily of the Company's corporate activities. This category does not not not The following information represents segment activity as of and for the year ended December 31, 2021 (In thousands) Telecommunications Electric Power Renewables Other Total Revenues from external customers $ 27,799 $ 43,599 $ 11,550 $ — 82,948 Depreciation and amortization (1) 2,326 5,969 2,931 1,684 12,910 Interest expense 50 3,129 349 4,809 8,337 Income (loss) from operations 43 (13,215 ) (19,043 ) (20,576 ) (52,791 ) Segment assets (2) 80,800 273,726 28,324 28,459 411,309 Other intangibles assets, net 28,571 106,377 7,708 — 142,656 Goodwill 23,742 70,151 7,006 — 100,899 Expenditures for segment assets (3) 1,615 5,905 118 846 8,484 The following information represents segment activity as of and for the year ended December 31, 2020 (In thousands) Telecommunications Electric Power Renewables Other Total Revenues from external customers $ — $ 8,482 $ 13,005 $ — $ 21,487 Depreciation and amortization (1) — 433 3,278 1,530 5,241 Interest expense — 18 332 948 1,298 Loss from operations — (4,942 ) (5,479 ) (11,610 ) (22,031 ) Segment assets (2) — 7,554 28,271 30,220 66,045 Other intangibles assets, net — — 10,550 3 10,553 Goodwill — 7,006 — 7,006 Expenditures for segment assets (3) — 1,567 17 123 1,707 ( 1 For the years ended December 31, 2021 2020, December 31, 2021 December 31, 2020 ( 2 Other category includes assets held for sale of the discontinued Orbital Gas subsidiaries. ( 3 Includes purchases of property and equipment and purchases of other intangible assets. The following information represents revenue by country: For the Years Ended December 31, (In thousands) 2021 2020 USA $ 80,595 97 % $ 21,487 100 % All Others 2,353 3 % — 0 % Total $ 82,948 100 % $ 21,487 100 % The Company's long-lived assets are located in the U.S. Adoption of new accounting standards On January 1, 2021, No. 2020 04, Reference Rate Reform (Topic 848 2020 04 not 2020 04 March 12, 2020 December 31, 2022. not not On January 1, 2021, 2020 01, Investments - Equity Securities (Topic 321 323 815 321, 323, 815. 2020 01 2020 01 2021 not not On January 1, 2021, 2019 12, Simplifying the Accounting for Income Taxes 740 2021 not Recent Accounting Pronouncements On October 28, 2021, 2021 08, 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. 606 December 15, 2022. not |