Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 11, 2022 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001108967 | |
Entity Registrant Name | Orbital Energy Group, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 0-29923 | |
Entity Incorporation, State or Country Code | CO | |
Entity Tax Identification Number | 84-1463284 | |
Entity Address, Address Line One | 1924 Aldine Western | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77038 | |
City Area Code | 832 | |
Local Phone Number | 467-1420 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 95,594,968 | |
Title of 12(b) Security | Common stock, $0.001 par value. | |
Trading Symbol | OEG | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 20,949 | $ 26,865 |
Restricted cash - current portion | 146 | 150 |
Trade accounts receivable, net of allowance | 52,670 | 48,752 |
Inventories | 1,299 | 1,335 |
Contract assets | 14,198 | 7,478 |
Note receivable, current portion | 1,051 | 3,536 |
Prepaid expenses and other current assets | 7,291 | 6,919 |
Assets held for sale, current portion | 6,611 | 6,679 |
Total current assets | 104,215 | 101,714 |
Property and equipment, less accumulated depreciation | 28,727 | 29,638 |
Investment | 1,063 | 1,063 |
Right of use assets - Operating leases | 20,040 | 18,247 |
Right of use assets - Financing leases | 14,231 | 14,702 |
Goodwill | 102,349 | 100,899 |
Other intangible assets, net | 138,207 | 142,656 |
Restricted cash, noncurrent portion | 1,026 | 1,026 |
Note receivable, noncurrent portion | 0 | 836 |
Deposits and other assets | 1,557 | 1,558 |
Total assets | 411,415 | 412,339 |
Current Liabilities: | ||
Accounts payable | 17,853 | 10,111 |
Notes payable, current portion | 68,563 | 72,774 |
Line of credit | 4,000 | 2,500 |
Operating lease obligations - current portion | 5,179 | 4,674 |
Financing lease obligations - current portion | 5,048 | 4,939 |
Accrued expenses | 30,524 | 28,301 |
Contract liabilities | 6,470 | 6,503 |
Financial instrument liability, current portion | 25,912 | 825 |
Liabilities held for sale, current portion | 5,735 | 4,367 |
Total current liabilities | 169,284 | 134,994 |
Financial instrument liability, noncurrent portion | 1,753 | 0 |
Deferred tax liabilities | 260 | 260 |
Notes payable, less current portion | 153,414 | 156,605 |
Operating lease obligations, less current portion | 14,878 | 13,555 |
Financing lease obligations, less current portion | 9,455 | 9,939 |
Other long-term liabilities | 720 | 720 |
Total liabilities | 349,764 | 316,073 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at March 31, 2022 or December 31, 2021 | 0 | 0 |
Common stock, par value $0.001; 325,000,000 shares authorized; 85,887,514 shares issued and 85,409,451 shares outstanding at March 31, 2022 and 82,259,739 shares issued and 81,906,676 shares outstanding at December 31, 2021 | 86 | 82 |
Additional paid-in capital | 314,485 | 311,487 |
Treasury stock at cost; 353,063 shares held at March 31, 2022 and December 31, 2021 | (413) | (413) |
Accumulated deficit | (248,535) | (210,934) |
Accumulated other comprehensive loss | (3,989) | (3,995) |
Total Orbital Energy Group, Inc.'s stockholders' equity | 61,634 | 96,227 |
Noncontrolling interest | 17 | 39 |
Total stockholders' equity | 61,651 | 96,266 |
Total liabilities and stockholders' equity | $ 411,415 | $ 412,339 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 325,000,000 | 325,000,000 |
Common stock, shares issued (in shares) | 85,887,514 | 82,259,739 |
Common stock, shares outstanding (in shares) | 85,409,451 | 81,906,676 |
Treasury stock, shares (in shares) | 353,063 | 353,063 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | $ 70,254 | $ 5,561 |
Cost of revenues | 58,671 | 8,082 |
Gross profit | 11,583 | (2,521) |
Operating expenses: | ||
Selling, general and administrative expense | 8,126 | 12,019 |
Depreciation and amortization | 5,323 | 1,082 |
Recovery of bad debt | (60) | 0 |
Other operating income | (18) | 0 |
Total operating expenses | 13,371 | 13,101 |
Loss from operations | (1,788) | (15,622) |
Loss on extinguishment of debt | (26,019) | (250) |
Other income (expense) | (583) | 313 |
Interest expense | (8,039) | (734) |
Loss from continuing operations before income taxes | (36,429) | (16,293) |
Income tax expense | 241 | 16 |
Loss from continuing operations, net of income taxes | (36,670) | (16,309) |
Discontinued operations (Note 3) | ||
Income from discontinued operations, net of income taxes | (953) | (1,643) |
Net loss | (37,623) | (17,952) |
Less: net loss attributable to noncontrolling interest | (22) | 0 |
Net loss attributable to Orbital Energy Group, Inc. | $ (37,601) | $ (17,952) |
Basic and diluted weighted average common shares outstanding (in shares) | 83,126,709 | 44,564,868 |
Loss from continuing operations per common share - basic and diluted (in dollars per share) | $ (0.44) | $ (0.36) |
Income from discontinued operations - basic and diluted (in dollars per share) | (0.01) | (0.04) |
Loss per common share - basic and diluted (in dollars per share) | $ (0.45) | $ (0.40) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income and Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss | $ (37,623) | $ (17,952) |
Foreign currency translation adjustment | 6 | (22) |
Comprehensive loss | $ (37,617) | $ (17,974) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock Outstanding [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 31,029,642 | (353,063) | ||||||
Balance at Dec. 31, 2020 | $ 31 | $ 171,616 | $ (413) | $ (149,681) | $ (4,406) | $ 17,147 | ||
Common stock issued for compensation, services, and royalty payments (in shares) | 40,188 | 0 | ||||||
Common stock issued for compensation, services, and royalty payments | $ 0 | 2,551 | $ 0 | 0 | 0 | 2,551 | ||
Net loss, parent | 0 | 0 | 0 | (17,952) | 0 | (17,952) | ||
Net loss, NCI | 0 | |||||||
Net loss | (17,952) | |||||||
Other comprehensive income (loss) | $ 0 | 0 | $ 0 | 0 | (22) | (22) | ||
Balance (in shares) at Mar. 31, 2021 | 46,839,982 | (353,063) | ||||||
Balance at Mar. 31, 2021 | $ 47 | 216,527 | $ (413) | (167,633) | (4,428) | 44,100 | ||
Issuance of common stock via equity raises (in shares) | 15,555,556 | 0 | ||||||
Issuance of common stock via equity raises | $ 16 | 42,360 | $ 0 | 0 | 0 | 42,376 | ||
Common stock issued for cashless exercises of stock options (in shares) | 214,596 | 0 | ||||||
Common stock issued for cashless exercises of stock options | $ 0 | 0 | $ 0 | 0 | 0 | 0 | ||
Balance (in shares) at Dec. 31, 2021 | 82,259,739 | (353,063) | ||||||
Balance at Dec. 31, 2021 | $ 82 | 311,487 | $ (413) | (210,934) | (3,995) | $ 96,227 | $ 39 | 96,266 |
Common stock issuable for acquisition (in shares) | 125,000 | 0 | ||||||
Common stock issuable for acquisition | $ 0 | 250 | $ 0 | 0 | 0 | 250 | 0 | 250 |
Common stock issued for compensation, services, and royalty payments (in shares) | 795,384 | 0 | ||||||
Common stock issued for compensation, services, and royalty payments | $ 1 | (1,694) | $ 0 | 0 | 0 | (1,693) | 0 | (1,693) |
Common stock issued for debt repayment (in shares) | 2,653,365 | 0 | ||||||
Common stock issued for debt repayment | $ 3 | 4,442 | $ 0 | 0 | 0 | 4,445 | 0 | 4,445 |
Common stock issued to lenders for OID for $105 million debt - (reissued) (in shares) | 54,026 | 0 | ||||||
Common stock issued to lenders for OID for $105 million debt - (reissued) | $ 0 | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Net loss, parent | 0 | 0 | 0 | (37,601) | 0 | (37,601) | (37,601) | |
Net loss, NCI | (22) | (22) | ||||||
Net loss | (37,623) | |||||||
Other comprehensive income (loss) | $ 0 | 0 | $ 0 | 0 | 6 | 6 | 0 | 6 |
Balance (in shares) at Mar. 31, 2022 | 85,887,514 | (353,063) | ||||||
Balance at Mar. 31, 2022 | $ 86 | $ 314,485 | $ (413) | $ (248,535) | $ (3,989) | $ 61,634 | $ 17 | $ 61,651 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (Parentheticals) $ in Thousands | Mar. 31, 2022USD ($) |
Debt | $ 105 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (37,623) | $ (17,952) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,687 | 316 |
Amortization of intangibles | 5,003 | 1,431 |
Amortization of debt discount | 1,635 | 140 |
Amortization of note receivable discount | (63) | (74) |
Stock-based compensation and expense, net of forfeitures | (3,050) | 2,559 |
Fair value adjustment to liability for stock appreciation rights | (269) | 1,908 |
Fair value adjustment to financial instrument liability | 928 | 0 |
Loss on extinguishment of debt and debt modifications | 26,019 | 250 |
Recovery of bad debt | 31 | (19) |
Inventory reserve | (22) | (72) |
Gain on sale of assets | (103) | 0 |
Non-cash unrealized foreign currency (gain) loss | 48 | (100) |
Change in operating assets and liabilities, net of acquisition: | ||
Trade accounts receivable | (3,935) | 1,689 |
Inventories | 20 | 225 |
Contract assets | (6,378) | 156 |
Prepaid expenses and other current assets | (751) | 783 |
Right of use assets/lease liabilities, net | 35 | (222) |
Deposits and other assets | (26) | 0 |
Accounts payable | 7,929 | (4,343) |
Accrued expenses | 4,175 | 1,286 |
Contract liabilities | 1,145 | (1,443) |
NET CASH USED IN OPERATING ACTIVITIES | (1,565) | (13,482) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisition, net of cash received | (773) | 0 |
Purchases of property and equipment | (1,351) | (2,946) |
Deposits on financing lease property and equipment | 26 | 0 |
Proceeds from sale of property and equipment | 78 | 0 |
Purchase of other intangible assets | (51) | (692) |
Proceeds from notes receivable | 3,500 | 100 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 1,429 | (3,538) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit | 3,500 | 0 |
Payments on line of credit | (2,000) | (441) |
Payments on financing lease obligations | (1,212) | (1) |
Proceeds from notes payable | 0 | 9,701 |
Payments on notes payable | (5,804) | (3,238) |
Proceeds from sales of common stock | 0 | 42,376 |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (5,516) | 48,397 |
Effect of exchange rate changes on cash | (268) | 11 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (5,920) | 31,388 |
Cash, cash equivalents and restricted cash at beginning of period | 28,041 | 4,524 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 22,121 | 35,912 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes paid (net refunded) | (405) | (570) |
Interest paid | 5,183 | 499 |
Non-cash investment in acquisition for equity issuances | 250 | 0 |
Financing note payable issued for payment on certain insurance policies | 0 | 291 |
Accrued property and equipment purchases | $ 126 | $ 0 |
Note 1 - Nature of Operations,
Note 1 - Nature of Operations, Basis of Presentation and Company Conditions | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND COMPANY CONDITIONS Nature of Operations Orbital Energy Group, Inc. (Orbital Energy Group, "OEG," "The Company") is a diversified infrastructure services company serving customers in the electric power, telecommunications, and renewable markets. The Company’s reportable segments are the Electric Power segment, the Telecommunications segment, and the Renewables segment. In December 2021, The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas (acquired November 17, 2021), Q1 2020 Q1 2021 not January 2021, The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021) 1990 July 28, 2021), two 1992. October 22, 2021) 2/Layer 3 March 7, 2022), 2016, Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes condensed consolidated financial statements. Accordingly, they do not 10 December 31, 2021. December 31, 2021 10 December 31, 2021. It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. All intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not December 31, 2022. Reconciliation of Cash, Cash Equivalents, and Restricted Cash on Condensed Consolidated Statements of Cash Flows For the Three Months (in thousands) Ended March 31, 2022 2021 Cash and cash equivalents at beginning of period $ 26,865 $ 3,046 Restricted cash at beginning of period (1) 1,176 1,478 Cash, cash equivalents and restricted cash at beginning of period $ 28,041 $ 4,524 Cash and cash equivalents at end of period $ 20,949 $ 34,733 Restricted cash at end of period (1) 1,172 1,179 Cash, cash equivalents and restricted cash at end of period $ 22,121 $ 35,912 ( 1 March 31, 2022 March 31, 2021 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 Reclassifications Certain reclassifications have been made to the 2021 2022 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 three March 31, 2022, As of March 31, 2022, twelve The Company has plans to access additional capital to meet its obligations for the twelve 15 15 19 not March 31, 2022, 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 three March 31, 2022, three 2021. two twelve December 31, 2021. twelve No The Company plans to meet its obligations as they become due over the next twelve Goodwill The Company has Goodwill from acquisitions made in 2020, 2021 2022. The Company tests for impairment of Indefinite-lived intangibles and Goodwill in the second may not Under current accounting guidance, Orbital Energy Group is not not second may not To complete the review, management evaluated the fair value of the Goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. We evaluated the OSS, FLP and GTS reporting units for possible triggering events of possible impairment as of the end of the quarter ended March 31, 2022, none. Accrued expenses Accrued expenses are liabilities that reflect expenses on the statement of operations that have not March 31, 2022 December 31, 2021, (in thousands) March 31 December 31 2022 2021 Accrued compensation $ 5,250 $ 6,369 Working capital adjustment on Front Line Power Construction acquisition 14,092 14,092 Accrued interest 4,128 2,902 Accrued taxes payable 76 102 Other accrued expenses 6,978 4,836 Total accrued expense $ 30,524 $ 28,301 COVID- 19 In March 2020, 19” 19 19 19 19 19 19 March 31, 2022, 19, Management believes the Company's present cash flows along with access to additional debt and equity raises will allow OEG to meet its obligations for twelve twelve 2022, twelve The Company’s available capital may 19, 19 may 19 may no may may |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are detailed in "Note 2 8 10 December 31, 2021 March 31, 2022. |
Note 3 - Discontinued Operation
Note 3 - Discontinued Operations and Sale of a Business | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 3. DISCONTINUED OPERATIONS AND SALE OF A BUSINESS 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). The sale of the U.K. operations closed in May 2022. 19. As of As of March 31, December 31, (in thousands) 2022 2021 Carrying amounts of the major classes of assets included in discontinued operations: Trade accounts receivable $ 3,109 $ 2,996 Inventories 547 530 Prepaid expenses and other current assets 212 114 Contract assets 835 1,141 Assets held for sale, current portion 4,703 4,781 Property and equipment 52 42 Other intangible assets 1,813 1,813 Deposits and other assets 43 43 Assets held for sale, noncurrent portion 1,908 1,898 Total assets of the disposal group classified as held for sale $ 6,611 $ 6,679 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ 1,564 $ 1,657 Contract liabilities 2,537 1,414 Operating lease obligations - current portion 73 76 Accrued expenses 1,474 1,126 Liabilities held for sale, current portion 5,648 4,273 Operating lease obligations, less current portion 82 85 Other long-term liabilities 5 9 Liabilities held for sale, noncurrent portion 87 94 Total liabilities held for sale $ 5,735 $ 4,367 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 Condensed Consolidated Statement of Operations (Unaudited) (in thousands) For the Three Months Ended March 31, Major classes of line items constituting pretax profit of discontinued operations: 2022 2021 Revenues $ 3,986 $ 3,930 Cost of revenues (2,694 ) (2,715 ) Selling, general and administrative expense (2,139 ) (2,443 ) Depreciation and amortization — (432 ) (Provision) credit for bad debt (91 ) 19 Interest expense (7 ) (2 ) Other expense (8 ) — Pretax income of discontinued operations (953 ) (1,643 ) Income tax expense — — Total income from discontinued operations $ (953 ) $ (1,643 ) Net cash provided by operating activities of discontinued operations for the three March 31, 2022 There was $10 thousand net cash used in investing activities of discontinued operations for the three March 31, 2022. |
Note 4 - Revenue From Contracts
Note 4 - Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 4. REVENUE FROM CONTRACTS WITH CUSTOMERS 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 customer's 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 cost-to-cost or output method measure 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 three March 31, 2022 2021 For the Three Months Ended March 31, (in thousands) 2022 2021 Total contract liabilities - beginning of period $ 6,503 $ 4,873 Other contract additions, net 6,905 210 Revenue recognized (6,938 ) (877 ) Contract settlements — (3,129 ) Total contract liabilities - end of period $ 6,470 $ 1,077 Performance Obligations Remaining Performance Obligations Remaining performance obligations represents the transaction price of contracts with customers for which work has not March 31, 2022, 12 12 March 31, 2022. 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, 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 tables present the Company's revenues disaggregated by the type of customer: For the Three Months For the Three Months Ended March 31, 2022 Ended March 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Utilities $ 39,251 $ — $ — $ 39,251 $ 3,189 $ — $ — $ 3,189 Telecommunications — 16,095 — 16,095 — — — — Solar — — 14,464 14,464 — — 2,372 2,372 Other 444 — — 444 — — — — Total revenues $ 39,695 $ 16,095 $ 14,464 $ 70,254 $ 3,189 — $ 2,372 $ 5,561 The following tables present the Company's revenues disaggregated by type of contract: For the Three Months For the Three Months Ended March 31, 2022 Ended March 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Cost-plus contracts $ 17,237 $ 112 $ — $ 17,349 $ 1,354 $ — $ — $ 1,354 Fixed price contracts 7,742 2,319 14,464 24,525 470 — 2,372 2,842 Unit price contracts 14,716 13,664 — 28,380 1,365 — — 1,365 Total revenues $ 39,695 $ 16,095 $ 14,464 $ 70,254 $ 3,189 $ — $ 2,372 $ 5,561 |
Note 5 - Inventories
Note 5 - Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 5. INVENTORIES Inventories consist of work-in-process and finished goods and are stated at the lower of cost or net realizable value using the first first March 31, 2022 December 31, 2021, As of March 31, As of December 31, (in thousands) 2022 2021 Raw materials 1,299 1,316 Work-in-process — 19 Total inventories $ 1,299 $ 1,335 |
Note 6 - Investments
Note 6 - Investments | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Investment [Text Block] | 6. INVESTMENTS The Company has a minority ownership in Virtual Power Systems ("VPS"). The VPS investment basis at March 31, 2022 December 31, 2021 March 31, 2022 |
Note 7 - Leases
Note 7 - Leases | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Lease Disclosure [Text Block] | 7. LEASES Consolidated total operating lease costs were $1.8 million for the three March 31, 2022 three March 31, 2021 Future minimum operating lease obligations at March 31, 2022 December 31: (in thousands) 2022 (remaining period) $ 4,824 2023 5,696 2024 4,534 2025 2,876 2026 2,496 Thereafter 2,785 Interest portion (3,154 ) Total operating lease obligations $ 20,057 Total lease cost and other lease information is as follows: For the Three Months Ended March 31, (in thousands) 2022 2021 Operating lease cost $ 1,623 $ 668 Short-term lease cost 59 1 Variable lease cost 251 144 Sublease income (129 ) (113 ) Total lease cost $ 1,804 $ 700 Other information - Operating leases (in thousands) For the Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows from operating leases (includes discontinued operations) $ (1,635 ) $ (922 ) Right-of-use assets obtained in exchange for new operating lease obligations $ 3,172 $ 2,783 Weighted-average remaining lease term - operating leases (in years) 4.5 5.0 Weighted-average discount rate - operating leases 7.1 % 6.5 % Variable lease costs primarily include common area maintenance costs, real estate taxes and insurance costs passed through to the Company from lessors. Future minimum finance lease obligations are as follows: (in thousands) 2022 (remaining period) $ 4,358 2023 5,811 2024 5,069 2025 321 2026 255 Thereafter — Interest portion (1,312 ) Total financing lease obligations $ 14,502 Total financing lease costs are as follows: For the Three Months Ended March 31, (in thousands) 2022 2021 Depreciation of financing lease assets $ 1,308 $ — Interest on lease liabilities 241 — Total finance lease cost $ 1,549 $ — Other information - Financing leases For the Three Months Ended March 31, (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows from financing leases $ (241 ) $ — Financing cash flows from financing leases $ (1,212 ) $ — Right-of-use assets obtained in exchange for new financing lease obligations $ 837 $ — Weighted-average remaining lease term - financing leases (in years) 2.8 — Weighted-average discount rate - finance leases 6.5 % — |
Note 8 - Stock-based Compensati
Note 8 - Stock-based Compensation and Expense | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 8. STOCK-BASED COMPENSATION AND EXPENSE Through December 31, 2021, December 31, 2021, January 14, 2022 January 14, 2022 December 31, 2021 March 2022. January 15, 2022 March 31, 2022. Restricted Stock In March 2021, third April 2021, one third April 2022, one third April 2023. three March 31, 2022 March 31, 2021, first three 2022 March 31, 2022. Restricted Stock Units Number of restricted shares Weighted-average grant date fair value Non-vested shares, beginning of year 3,018,788 $ 4.58 Granted 2,810,414 1.94 Vested (1,332,788 ) 1.96 Forfeited (2,000,000 ) 5.46 Non-vested shares, end of period 2,496,414 $ 2.30 |
Note 9 - Segment Reporting
Note 9 - Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 9. SEGMENT REPORTING Operating segments are defined in accordance with ASC 280 10 280 10. three The Electric Power segment consists of Front Line Power Construction, LLC, Orbital Power Services, and Eclipse Foundation Group. The segment provides comprehensive solutions to customers in the electric power industries. The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021 ). 1990 The Renewables segment consists of Orbital Solar Services based in Raleigh, 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 The following information represents segment activity for the three March 31, 2022: (in thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 39,695 $ 16,095 $ 14,464 $ — $ 70,254 Depreciation and amortization (1) 6,975 1,091 608 16 8,690 Interest expense 4,071 37 2 3,929 8,039 Income (loss) from operations (711 ) 477 428 (1,982 ) (1,788 ) Expenditures for long-lived assets (2) 943 423 — 36 1,402 ( 1 ( 2 The following information represents selected balance sheet items by segment as of March 31, 2022: (in thousands) Electric Power Telecommunications Renewables Other Total Segment assets $ 277,615 $ 86,058 $ 30,286 $ 17,456 $ 411,415 Goodwill 70,151 25,192 7,006 — 102,349 Other intangible assets, net 102,680 28,412 7,115 — 138,207 The following information represents segment activity for the three months ended March 31, 2021: (in thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 3,189 $ — $ 2,372 $ — $ 5,561 Depreciation and amortization (1) 217 — 1,089 441 1,747 Interest expense 1 — 15 718 734 Loss from operations (4,264 ) — (5,326 ) (6,032 ) (15,622 ) Expenditures for long-lived assets (2) 2,920 — — 718 3,638 (1) ( 2 The following information represents selected balance sheet items by segment as of December 31, 2021: (in thousands) Electric Power Telecommunications Renewables Other Total Segment assets $ 273,726 $ 80,800 $ 28,324 $ 29,489 $ 412,339 Goodwill 70,151 23,742 7,006 — 100,899 Other intangible assets, net 106,377 28,571 7,708 — 142,656 |
Note 10 - Recent Accounting Pro
Note 10 - Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 10. 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 |
Note 11 - Fair Value Measuremen
Note 11 - Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 11. FAIR VALUE MEASUREMENTS The Company’s fair value hierarchy for our financial assets and liabilities as of March 31, 2022 December 31, 2021 (in thousands) March 31, 2022 Level 1 Level 2 Level 3 Total Contingent consideration $ — $ — $ 720 $ 720 Front Line Power Construction Seller financed debt — 85,560 — 85,560 Financial instrument liability - related to Syndicated debt — — 1,753 1,753 Financial instrument liability - related to Front Line Power Construction seller financed debt — — 25,912 25,912 Total liabilities $ — $ 85,560 $ 28,385 $ 113,945 December 31, 2021 Level 1 Level 2 Level 3 Total Contingent consideration $ — $ — $ 720 $ 720 Front Line Power Construction Seller financed debt — 86,183 — 86,183 Financial instrument liability — — 825 825 Total liabilities $ — $ 86,183 $ 1,545 $ 87,728 (in thousands) Financial Instrument Liability - related to Syndicated debt Balance at December 31, 2021 $ 825 Fair Value adjustment to Financial instrument liability 928 Balance at March 31, 2022 $ 1,753 (in thousands) Financial Instrucment Liability - related to FLP seller financed debt Balance at December 31, 2021 $ — Fair value of financial instrument liability at inception 25,912 Balance at March 31, 2022 $ 25,912 There were no 3 2 three March 31, 2022 |
Note 12 - Loss Per Common Share
Note 12 - Loss Per Common Share | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 12. LOSS PER COMMON SHARE In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 260 260” three March 31, 2022 March 31, 2021, March 31, 2022 three March 31, 2022 March 31, 2021 three March 31, 2021 three March 31, 2021. three March 31, 2022 2021. For the Three Months (in thousands, except share and per share amounts) Ended March 31, 2022 2021 Loss from continuing operations, net of income taxes $ (36,670 ) $ (16,309 ) Income from discontinued operations, net of income taxes (953 ) (1,643 ) Net loss $ (37,623 ) $ (17,952 ) Basic and diluted weighted average number of shares outstanding 83,126,709 44,564,868 Loss from continuing operations per common share - basic and diluted $ (0.44 ) $ (0.36 ) Income from discontinued operations - basic and diluted (0.01 ) (0.04 ) Loss per common share - basic and diluted $ (0.45 ) $ (0.40 ) |
Note 13 - Income Taxes
Note 13 - Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 13. INCOME TAXES The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company continues to record a full valuation allowance against the Company's U.S. and U.K. net deferred tax assets and a partial valuation allowance on its Canada deferred tax assets as it is not not not. Total net income tax expense of $0.2 million and $16 thousand were recorded to the income tax provision from continuing operations for the three March 31, 2022 March 31, 2021, |
Note 14 - Accumulated Other Com
Note 14 - Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 14. ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss are as follows: (in thousands) As of March 31, 2022 As of December 31, 2021 Foreign currency translation adjustment $ (3,989 ) $ (3,995 ) Accumulated other comprehensive loss $ (3,989 ) $ (3,995 ) |
Note 15 - Notes Payable and Lin
Note 15 - Notes Payable and Line of Credit | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 15. NOTES PAYABLE AND LINE OF CREDIT Notes payable is summarized as follows: (in thousands) As of March 31, 2022 As of December 31, 2021 Syndicated debt (1) $ 105,000 $ 105,000 Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2) 86,730 86,730 Note Payable - Financing notes (3) 672 1,357 Seller Financed notes payable - Reach Construction Group, LLC acquisition (4) 3,510 3,480 Vehicle and equipment loans (5) 1,268 222 Non-recourse payable agreements (6) 4,223 8,269 Notes payable - Institutional investor (7) 29,086 33,922 Conditional settlement notes payable agreement (8) 2,500 3,000 Full Moon and CFS - loans to prior owners (9) 31 2 Subtotal 233,020 241,982 Unamortized prepaid financing fees (11,043 ) (12,603 ) Total long-term debt 221,977 229,379 Less: notes payable, current (68,563 ) (72,774 ) Notes payable, less current portion $ 153,414 $ 156,605 ( 1 On November 17, 2021, three may June 30, 2022. first 30 November 17, 2026, March 31, 2022. ( 2 On November 17, 2021, two one second May 6, 2022, December 31, 2022, May 31, 2023. December 10, 2021, Q1 2022 two one no no 20 ( 3 The Company has three 2021 one three ten . May, July September 2022. ( 4 Includes two one second August 2021, second April 1, 2020 no ( 5 Includes vehicle and equipment loans with interest rates ranging from 1.00% to 9.15%. ( 6 The Company entered into a non-recourse agreement with C6 November 2021 first 12 20 no March 31, 2022, 20 ( 7 On March 23, 2021, March 31, 2022. eighteen may 6 On May 11, 2021, March 31, 2022. six 6 On December 20, 2021, eighteen may 6 March 31, 2022. not March 31, 2022. For payments made by exchanging stock for payments against the debt in 2022, ( 8 In October 2020, three fourth 2021. February 2022, March 31, 2022. November 2022 November 2023. ( 9 Represents Coax Fiber Solutions and Full Moon Telecom, LLC opening balance sheet loans to prior Coax Fiber Solutions and Full Moon Telecom, LLC owners. Line of Credit On August 19, 2021, March 31, 2022 Debt Modifications In the first 2022, May 16, 2022, two one March 29, 2022 March 31, 2022, $.01 three |
Note 16 - Concentrations
Note 16 - Concentrations | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | 16. CONCENTRATIONS The Company’s major product lines in 2021 2022 The Company had the following revenue concentrations by customer greater than 10% For the Three Months Ended March 31, Customer 2022 2021 Customer 1 <10% 40 % Customer 2 <10% 27 % Customer 3 <10% 16 % Customer 4 28 % <10% Customer 5 19 % <10% Customer 6 14 % <10% Total concentrations 61 % 83 % The Company did not have geographic revenue concentrations outside the U.S.A. greater than 10% of consolidated revenue. The Company had the following gross trade accounts receivable concentrations by customer greater than 10% As of March 31, As of December 31, Customer 2022 2021 Customer 4 28 % 30 % Customer 5 15 % 16 % Customer 6 13 % <10% Total concentrations 56 % 46 % The Company did not 10% The Company had one supplier concentration of approximately 12% for the three March 31, 2022 three March 31, 2021 |
Note 17 - Acquisitions
Note 17 - Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 17. ACQUISITIONS Acquisition of Coax Fiber Solutions Effective March 7, 2022, |
Note 18 - Commitments and Conti
Note 18 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 18. COMMITMENTS AND CONTINGENCIES Off-Balance Sheet Arrangements Performance and Payment Bonds and Parent Guarantees In the ordinary course of business, Orbital Energy Group and its subsidiaries are required by certain customers to provide performance and payment bonds for contractual commitments related to its projects. These bonds provide a guarantee to the customer that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may may March 31, 2022 March 31, 2022. Additionally, from time to time, we guarantee certain obligations and liabilities of our subsidiaries that may may may third Contingent Liabilities Orbital Energy Group, Inc. is occasionally party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, negligence or gross negligence and/or property damages, wage and hour and other employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. Regarding all lawsuits, claims and proceedings, Orbital Energy Group, Inc. records a reserve when it is probable that a liability has been incurred and the loss can be reasonably estimated. In addition, Orbital Energy Group, Inc. discloses matters for which management believes a material loss is at least reasonably possible. None may |
Note 19 - Subsequent Events
Note 19 - Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 19. SUBSEQUENT EVENTS Equity Raise On April 20, 2022, may On April 28, 2022, May 2022, Loan Modifications Seller Financed notes payable - Front Line Power Construction, LLC acquisition On April 29, 2022, May 16, 2022 May 6, 2022 December 31, 2022. Non-recourse financing agreement In April, 2022, three C6 April 2022, C6 March 31, 2022. Sale of Orbital U.K On May 10, 2022, 60 12 |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations, Basis of Presentation and Company Conditions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Reconciliation of Cash and Cash Equivalents from Balance Sheet to Cash Flow Statement [Table Text Block] | For the Three Months (in thousands) Ended March 31, 2022 2021 Cash and cash equivalents at beginning of period $ 26,865 $ 3,046 Restricted cash at beginning of period (1) 1,176 1,478 Cash, cash equivalents and restricted cash at beginning of period $ 28,041 $ 4,524 Cash and cash equivalents at end of period $ 20,949 $ 34,733 Restricted cash at end of period (1) 1,172 1,179 Cash, cash equivalents and restricted cash at end of period $ 22,121 $ 35,912 |
Schedule of Accrued Liabilities [Table Text Block] | (in thousands) March 31 December 31 2022 2021 Accrued compensation $ 5,250 $ 6,369 Working capital adjustment on Front Line Power Construction acquisition 14,092 14,092 Accrued interest 4,128 2,902 Accrued taxes payable 76 102 Other accrued expenses 6,978 4,836 Total accrued expense $ 30,524 $ 28,301 |
Note 3 - Discontinued Operati_2
Note 3 - Discontinued Operations and Sale of a Business (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | As of As of March 31, December 31, (in thousands) 2022 2021 Carrying amounts of the major classes of assets included in discontinued operations: Trade accounts receivable $ 3,109 $ 2,996 Inventories 547 530 Prepaid expenses and other current assets 212 114 Contract assets 835 1,141 Assets held for sale, current portion 4,703 4,781 Property and equipment 52 42 Other intangible assets 1,813 1,813 Deposits and other assets 43 43 Assets held for sale, noncurrent portion 1,908 1,898 Total assets of the disposal group classified as held for sale $ 6,611 $ 6,679 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ 1,564 $ 1,657 Contract liabilities 2,537 1,414 Operating lease obligations - current portion 73 76 Accrued expenses 1,474 1,126 Liabilities held for sale, current portion 5,648 4,273 Operating lease obligations, less current portion 82 85 Other long-term liabilities 5 9 Liabilities held for sale, noncurrent portion 87 94 Total liabilities held for sale $ 5,735 $ 4,367 (in thousands) For the Three Months Ended March 31, Major classes of line items constituting pretax profit of discontinued operations: 2022 2021 Revenues $ 3,986 $ 3,930 Cost of revenues (2,694 ) (2,715 ) Selling, general and administrative expense (2,139 ) (2,443 ) Depreciation and amortization — (432 ) (Provision) credit for bad debt (91 ) 19 Interest expense (7 ) (2 ) Other expense (8 ) — Pretax income of discontinued operations (953 ) (1,643 ) Income tax expense — — Total income from discontinued operations $ (953 ) $ (1,643 ) |
Note 4 - Revenue From Contrac_2
Note 4 - Revenue From Contracts With Customers (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | For the Three Months Ended March 31, (in thousands) 2022 2021 Total contract liabilities - beginning of period $ 6,503 $ 4,873 Other contract additions, net 6,905 210 Revenue recognized (6,938 ) (877 ) Contract settlements — (3,129 ) Total contract liabilities - end of period $ 6,470 $ 1,077 |
Disaggregation of Revenue [Table Text Block] | For the Three Months For the Three Months Ended March 31, 2022 Ended March 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Utilities $ 39,251 $ — $ — $ 39,251 $ 3,189 $ — $ — $ 3,189 Telecommunications — 16,095 — 16,095 — — — — Solar — — 14,464 14,464 — — 2,372 2,372 Other 444 — — 444 — — — — Total revenues $ 39,695 $ 16,095 $ 14,464 $ 70,254 $ 3,189 — $ 2,372 $ 5,561 For the Three Months For the Three Months Ended March 31, 2022 Ended March 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Cost-plus contracts $ 17,237 $ 112 $ — $ 17,349 $ 1,354 $ — $ — $ 1,354 Fixed price contracts 7,742 2,319 14,464 24,525 470 — 2,372 2,842 Unit price contracts 14,716 13,664 — 28,380 1,365 — — 1,365 Total revenues $ 39,695 $ 16,095 $ 14,464 $ 70,254 $ 3,189 $ — $ 2,372 $ 5,561 |
Note 5 - Inventories (Tables)
Note 5 - Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | As of March 31, As of December 31, (in thousands) 2022 2021 Raw materials 1,299 1,316 Work-in-process — 19 Total inventories $ 1,299 $ 1,335 |
Note 7 - Leases (Tables)
Note 7 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | (in thousands) 2022 (remaining period) $ 4,824 2023 5,696 2024 4,534 2025 2,876 2026 2,496 Thereafter 2,785 Interest portion (3,154 ) Total operating lease obligations $ 20,057 |
Lease, Cost and Other Lease Information [Table Text Block] | For the Three Months Ended March 31, (in thousands) 2022 2021 Operating lease cost $ 1,623 $ 668 Short-term lease cost 59 1 Variable lease cost 251 144 Sublease income (129 ) (113 ) Total lease cost $ 1,804 $ 700 Other information - Operating leases (in thousands) For the Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows from operating leases (includes discontinued operations) $ (1,635 ) $ (922 ) Right-of-use assets obtained in exchange for new operating lease obligations $ 3,172 $ 2,783 Weighted-average remaining lease term - operating leases (in years) 4.5 5.0 Weighted-average discount rate - operating leases 7.1 % 6.5 % For the Three Months Ended March 31, (in thousands) 2022 2021 Depreciation of financing lease assets $ 1,308 $ — Interest on lease liabilities 241 — Total finance lease cost $ 1,549 $ — Other information - Financing leases For the Three Months Ended March 31, (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows from financing leases $ (241 ) $ — Financing cash flows from financing leases $ (1,212 ) $ — Right-of-use assets obtained in exchange for new financing lease obligations $ 837 $ — Weighted-average remaining lease term - financing leases (in years) 2.8 — Weighted-average discount rate - finance leases 6.5 % — |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | (in thousands) 2022 (remaining period) $ 4,358 2023 5,811 2024 5,069 2025 321 2026 255 Thereafter — Interest portion (1,312 ) Total financing lease obligations $ 14,502 |
Note 8 - Stock-based Compensa_2
Note 8 - Stock-based Compensation and Expense (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Number of restricted shares Weighted-average grant date fair value Non-vested shares, beginning of year 3,018,788 $ 4.58 Granted 2,810,414 1.94 Vested (1,332,788 ) 1.96 Forfeited (2,000,000 ) 5.46 Non-vested shares, end of period 2,496,414 $ 2.30 |
Note 9 - Segment Reporting (Tab
Note 9 - Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | (in thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 39,695 $ 16,095 $ 14,464 $ — $ 70,254 Depreciation and amortization (1) 6,975 1,091 608 16 8,690 Interest expense 4,071 37 2 3,929 8,039 Income (loss) from operations (711 ) 477 428 (1,982 ) (1,788 ) Expenditures for long-lived assets (2) 943 423 — 36 1,402 (in thousands) Electric Power Telecommunications Renewables Other Total Segment assets $ 277,615 $ 86,058 $ 30,286 $ 17,456 $ 411,415 Goodwill 70,151 25,192 7,006 — 102,349 Other intangible assets, net 102,680 28,412 7,115 — 138,207 The following information represents segment activity for the three months ended March 31, 2021: (in thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 3,189 $ — $ 2,372 $ — $ 5,561 Depreciation and amortization (1) 217 — 1,089 441 1,747 Interest expense 1 — 15 718 734 Loss from operations (4,264 ) — (5,326 ) (6,032 ) (15,622 ) Expenditures for long-lived assets (2) 2,920 — — 718 3,638 (1) (in thousands) Electric Power Telecommunications Renewables Other Total Segment assets $ 273,726 $ 80,800 $ 28,324 $ 29,489 $ 412,339 Goodwill 70,151 23,742 7,006 — 100,899 Other intangible assets, net 106,377 28,571 7,708 — 142,656 |
Note 11 - Fair Value Measurem_2
Note 11 - Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | (in thousands) March 31, 2022 Level 1 Level 2 Level 3 Total Contingent consideration $ — $ — $ 720 $ 720 Front Line Power Construction Seller financed debt — 85,560 — 85,560 Financial instrument liability - related to Syndicated debt — — 1,753 1,753 Financial instrument liability - related to Front Line Power Construction seller financed debt — — 25,912 25,912 Total liabilities $ — $ 85,560 $ 28,385 $ 113,945 December 31, 2021 Level 1 Level 2 Level 3 Total Contingent consideration $ — $ — $ 720 $ 720 Front Line Power Construction Seller financed debt — 86,183 — 86,183 Financial instrument liability — — 825 825 Total liabilities $ — $ 86,183 $ 1,545 $ 87,728 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | (in thousands) Financial Instrument Liability - related to Syndicated debt Balance at December 31, 2021 $ 825 Fair Value adjustment to Financial instrument liability 928 Balance at March 31, 2022 $ 1,753 (in thousands) Financial Instrucment Liability - related to FLP seller financed debt Balance at December 31, 2021 $ — Fair value of financial instrument liability at inception 25,912 Balance at March 31, 2022 $ 25,912 |
Note 12 - Loss Per Common Sha_2
Note 12 - Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Three Months (in thousands, except share and per share amounts) Ended March 31, 2022 2021 Loss from continuing operations, net of income taxes $ (36,670 ) $ (16,309 ) Income from discontinued operations, net of income taxes (953 ) (1,643 ) Net loss $ (37,623 ) $ (17,952 ) Basic and diluted weighted average number of shares outstanding 83,126,709 44,564,868 Loss from continuing operations per common share - basic and diluted $ (0.44 ) $ (0.36 ) Income from discontinued operations - basic and diluted (0.01 ) (0.04 ) Loss per common share - basic and diluted $ (0.45 ) $ (0.40 ) |
Note 14 - Accumulated Other C_2
Note 14 - Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | (in thousands) As of March 31, 2022 As of December 31, 2021 Foreign currency translation adjustment $ (3,989 ) $ (3,995 ) Accumulated other comprehensive loss $ (3,989 ) $ (3,995 ) |
Note 15 - Notes Payable and L_2
Note 15 - Notes Payable and Line of Credit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | (in thousands) As of March 31, 2022 As of December 31, 2021 Syndicated debt (1) $ 105,000 $ 105,000 Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2) 86,730 86,730 Note Payable - Financing notes (3) 672 1,357 Seller Financed notes payable - Reach Construction Group, LLC acquisition (4) 3,510 3,480 Vehicle and equipment loans (5) 1,268 222 Non-recourse payable agreements (6) 4,223 8,269 Notes payable - Institutional investor (7) 29,086 33,922 Conditional settlement notes payable agreement (8) 2,500 3,000 Full Moon and CFS - loans to prior owners (9) 31 2 Subtotal 233,020 241,982 Unamortized prepaid financing fees (11,043 ) (12,603 ) Total long-term debt 221,977 229,379 Less: notes payable, current (68,563 ) (72,774 ) Notes payable, less current portion $ 153,414 $ 156,605 |
Note 16 - Concentrations (Table
Note 16 - Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | For the Three Months Ended March 31, Customer 2022 2021 Customer 1 <10% 40 % Customer 2 <10% 27 % Customer 3 <10% 16 % Customer 4 28 % <10% Customer 5 19 % <10% Customer 6 14 % <10% Total concentrations 61 % 83 % The Company did not have geographic revenue concentrations outside the U.S.A. greater than 10% of consolidated revenue. As of March 31, As of December 31, Customer 2022 2021 Customer 4 28 % 30 % Customer 5 15 % 16 % Customer 6 13 % <10% Total concentrations 56 % 46 % |
Note 1 - Nature of Operations_3
Note 1 - Nature of Operations, Basis of Presentation and Company Conditions (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retained Earnings (Accumulated Deficit), Total | $ (248,535) | $ (210,934) | ||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent, Total | (36,670) | $ (16,309) | ||
Net Cash Provided by (Used in) Operating Activities, Total | (1,565) | (13,482) | ||
Cash and Cash Equivalents, at Carrying Value, Total | 20,949 | 34,733 | 26,865 | $ 3,046 |
Working Capital | (65,100) | |||
Sale of Equity, Registration, Maximum Value | 112,000 | |||
Revenue, Increase Amount | $ 64,700 | |||
Revenue Increase, Percent | 1100.00% | |||
Accrued Liabilities, Current, Total | $ 30,524 | $ 28,300 | $ 28,301 |
Note 1 - Nature of Operations_4
Note 1 - Nature of Operations, Basis of Presentation and Company Conditions - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | |
Cash and cash equivalents at beginning of period | $ 26,865 | $ 34,733 | $ 3,046 | |
Restricted cash at beginning of period | [1] | 1,176 | 1,179 | 1,478 |
Cash, cash equivalents and restricted cash at beginning of period | 28,041 | 35,912 | 4,524 | |
Cash and cash equivalents at end of period | 20,949 | 26,865 | 34,733 | |
Restricted cash at end of period | [1] | 1,172 | 1,176 | 1,179 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ 22,121 | $ 28,041 | $ 35,912 | |
[1] | Restrictions on cash at March 31, 2022 and March 31, 2021 relate to collateral for several bank-issued letters of credit for contract guaranties. |
Note 2 - Nature of Operations,
Note 2 - Nature of Operations, Basis of Presentation and Company Conditions - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Accrued compensation | $ 5,250 | $ 6,369 | |
Working capital adjustment on Front Line Power Construction acquisition | 14,092 | 14,092 | |
Accrued interest | 4,128 | 2,902 | |
Accrued taxes payable | 76 | 102 | |
Other accrued expenses | 6,978 | 4,836 | |
Total accrued expense | $ 30,524 | $ 28,301 | $ 28,300 |
Note 3 - Discontinued Operati_3
Note 3 - Discontinued Operations and Sale of a Business (Details Textual) - Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] - Orbital Gas Systems Limited [Member] $ in Thousands, £ in Millions | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021GBP (£) | Mar. 31, 2021USD ($) | |
Disposal Group, Including Discontinued Operation, Assets Held-for-sale Impairment | $ 9,200 | |||
Investment, Expected Net Realizable Value | £ 3 | $ 4,100 | ||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | $ 500 | |||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | $ 10 |
Note 3 - Discontinued Operati_4
Note 3 - Discontinued Operations and Sale of a Business - Schedule of Discontinued Operations for Income Statement and Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Assets held for sale, current portion | $ 6,611 | $ 6,679 | |
Liabilities held for sale, current portion | 5,735 | 4,367 | |
Liabilities held for sale, noncurrent portion | 1,753 | 0 | |
Total income from discontinued operations | (953) | $ (1,643) | |
Discontinued Operations, Held-for-sale [Member] | |||
Trade accounts receivable | 3,109 | 2,996 | |
Revenues | 3,986 | 3,930 | |
Cost of revenues | (2,694) | (2,715) | |
Selling, general and administrative expense | (2,139) | (2,443) | |
Depreciation and amortization | 0 | (432) | |
(Provision) credit for bad debt | (91) | 19 | |
Interest expense | (7) | (2) | |
Other expense | (8) | 0 | |
Pretax income of discontinued operations | (953) | (1,643) | |
Income tax expense | 0 | 0 | |
Total income from discontinued operations | (953) | $ (1,643) | |
Discontinued Operations, Held-for-sale [Member] | Orbital Gas Systems Limited [Member] | |||
Inventories | 547 | ||
Prepaid expenses and other current assets | 212 | ||
Contract assets | 835 | ||
Assets held for sale, current portion | 4,703 | ||
Property and equipment | 52 | ||
Other intangible assets | 1,813 | ||
Deposits and other assets | 43 | ||
Assets held for sale, noncurrent portion | 1,908 | ||
Total assets of the disposal group classified as held for sale | 6,611 | ||
Accounts payable | 1,564 | ||
Contract liabilities | 2,537 | ||
Operating lease obligations - current portion | 73 | ||
Accrued expenses | 1,474 | ||
Liabilities held for sale, current portion | 5,648 | ||
Operating lease obligations, less current portion | 82 | ||
Other long-term liabilities | 5 | ||
Liabilities held for sale, noncurrent portion | 87 | ||
Total liabilities held for sale | $ 5,735 | ||
Discontinued Operations, Held-for-sale [Member] | Power and Electromechanical Business [Member] | |||
Inventories | 530 | ||
Prepaid expenses and other current assets | 114 | ||
Contract assets | 1,141 | ||
Assets held for sale, current portion | 4,781 | ||
Property and equipment | 42 | ||
Other intangible assets | 1,813 | ||
Deposits and other assets | 43 | ||
Assets held for sale, noncurrent portion | 1,898 | ||
Total assets of the disposal group classified as held for sale | 6,679 | ||
Accounts payable | 1,657 | ||
Contract liabilities | 1,414 | ||
Operating lease obligations - current portion | 76 | ||
Accrued expenses | 1,126 | ||
Liabilities held for sale, current portion | 4,273 | ||
Operating lease obligations, less current portion | 85 | ||
Other long-term liabilities | 9 | ||
Liabilities held for sale, noncurrent portion | 94 | ||
Total liabilities held for sale | $ 4,367 |
Note 4 - Revenue From Contrac_3
Note 4 - Revenue From Contracts With Customers (Details Textual) $ in Millions | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Amount | $ 261.2 |
Note 4 - Revenue From Contrac_4
Note 4 - Revenue From Contracts With Customers - Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Total contract liabilities - beginning of period | [1] | $ 6,503 | $ 4,873 |
Other contract additions, net | 6,905 | 210 | |
Revenue recognized | (6,938) | (877) | |
Contract settlements | 0 | (3,129) | |
Total contract liabilities - end of period | $ 6,470 | $ 1,077 | |
[1] | For the beginning balance in 2021 and 2020, total contract liabilities included $186 thousand and $192 thousand, respectively that were classified as long term. |
Note 4 - Revenue From Contrac_5
Note 4 - Revenue From Contracts With Customers - Revenues Disaggregated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from external customers | $ 70,254 | $ 5,561 |
Time-and-Materials Contract [Member] | ||
Revenues from external customers | 17,349 | 1,354 |
Fixed-Price Contract [Member] | ||
Revenues from external customers | 24,525 | 2,842 |
Unit Price Contract [Member] | ||
Revenues from external customers | 28,380 | 1,365 |
Electric Power Segment [Member] | ||
Revenues from external customers | 39,695 | 3,189 |
Electric Power Segment [Member] | Time-and-Materials Contract [Member] | ||
Revenues from external customers | 17,237 | 1,354 |
Electric Power Segment [Member] | Fixed-Price Contract [Member] | ||
Revenues from external customers | 7,742 | 470 |
Electric Power Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | 14,716 | 1,365 |
Telecommunications Segment [Member] | ||
Revenues from external customers | 16,095 | 0 |
Telecommunications Segment [Member] | Time-and-Materials Contract [Member] | ||
Revenues from external customers | 112 | 0 |
Telecommunications Segment [Member] | Fixed-Price Contract [Member] | ||
Revenues from external customers | 2,319 | 0 |
Telecommunications Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | 13,664 | 0 |
Renewables Segment [Member] | ||
Revenues from external customers | 14,464 | 2,372 |
Renewables Segment [Member] | Time-and-Materials Contract [Member] | ||
Revenues from external customers | 0 | 0 |
Renewables Segment [Member] | Fixed-Price Contract [Member] | ||
Revenues from external customers | 14,464 | 2,372 |
Renewables Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | 0 | 0 |
Public Utilities [Member] | ||
Revenues from external customers | 39,251 | 3,189 |
Public Utilities [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 39,251 | 3,189 |
Public Utilities [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Public Utilities [Member] | Renewables Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Telecommunications [Member] | ||
Revenues from external customers | 16,095 | 0 |
Telecommunications [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Telecommunications [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 16,095 | 0 |
Telecommunications [Member] | Renewables Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Solar [Member] | ||
Revenues from external customers | 14,464 | 2,372 |
Solar [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Solar [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Solar [Member] | Renewables Segment [Member] | ||
Revenues from external customers | 14,464 | 2,372 |
Product and Service, Other [Member] | ||
Revenues from external customers | 444 | 0 |
Product and Service, Other [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 444 | 0 |
Product and Service, Other [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Product and Service, Other [Member] | Renewables Segment [Member] | ||
Revenues from external customers | $ 0 | $ 0 |
Note 5 - Inventories - Inventor
Note 5 - Inventories - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Raw materials | $ 1,299 | $ 1,316 |
Work-in-process | 0 | 19 |
Total inventories | $ 1,299 | $ 1,335 |
Note 6 - Investments (Details T
Note 6 - Investments (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Equity Method Investments | $ 1,063 | $ 1,063 |
Virtual Power Systems [Member] | ||
Equity Method Investments | $ 1,100 | $ 1,100 |
Note 7 - Leases (Details Textua
Note 7 - Leases (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cost of Sales; Selling, General and Administrative Expense; and Other Income (Expense) [Member] | ||
Operating Lease, Expense | $ 1.8 | $ 0.7 |
Note 7 - Leases - Future Minimu
Note 7 - Leases - Future Minimum Operating Lease Obligations (Details) $ in Thousands | Mar. 31, 2022USD ($) |
2022 (remaining period) | $ 4,824 |
2023 | 5,696 |
2024 | 4,534 |
2025 | 2,876 |
2026 | 2,496 |
Thereafter | 2,785 |
Interest portion | (3,154) |
Operating Lease Obligations [Member] | |
Total operating lease obligations | $ 20,057 |
Note 7 - Leases - Lease Cost an
Note 7 - Leases - Lease Cost and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating lease cost | $ 1,623 | $ 668 |
Short-term lease cost | 59 | 1 |
Variable lease cost | 251 | 144 |
Sublease income | (129) | (113) |
Total lease cost | 1,804 | 700 |
Operating cash flows from operating leases (includes discontinued operations) | (1,635) | (922) |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 3,172 | $ 2,783 |
Weighted-average remaining lease term - operating leases (in years) (Year) | 4 years 6 months | 5 years |
Weighted-average discount rate - operating leases | 7.10% | 6.50% |
Depreciation of financing lease assets | $ 1,308 | $ 0 |
Interest on lease liabilities | 241 | 0 |
Total finance lease cost | 1,549 | 0 |
Operating cash flows from financing leases | (241) | 0 |
Financing cash flows from financing leases | (1,212) | 0 |
Right-of-use assets obtained in exchange for new financing lease obligations | $ 837 | $ 0 |
Weighted-average remaining lease term - financing leases (in years) (Year) | 2 years 9 months 18 days | |
Weighted-average discount rate - finance leases | 6.50% | 0.00% |
Note 7 - Leases - Future Mini_2
Note 7 - Leases - Future Minimum Finance Lease Obligations (Details) $ in Thousands | Mar. 31, 2022USD ($) |
2022 (remaining period) | $ 4,358 |
2023 | 5,811 |
2024 | 5,069 |
2025 | 321 |
2026 | 255 |
Thereafter | 0 |
Interest portion | (1,312) |
Total financing lease obligations | $ 14,502 |
Note 8 - Stock-based Compensa_3
Note 8 - Stock-based Compensation and Expense (Details Textual) - Restricted Stock [Member] - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Granted | $ 16.4 | ||
Share-Based Payment Arrangement, Expense (Reversal) | $ (3.9) | ||
Share-Based Payment Arrangement, Expense | $ 2 | ||
Share-Based Payment Arrangement, Reversal of Expense | $ 5.2 | ||
Vesting April 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Vesting April 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Vesting April 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% |
Note 8 - Stock-based Compensa_4
Note 8 - Stock-based Compensation Expense - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Non-vested shares, beginning of year (in shares) | shares | 3,018,788 |
Non-vested shares, beginning of year, weighted average grant date fair value (in dollars per share) | $ / shares | $ 4.58 |
Granted (in shares) | shares | 2,810,414 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.94 |
Vested (in shares) | shares | (1,332,788) |
Vested, weighted average grant date fair value (in dollars per share) | $ / shares | $ 1.96 |
Forfeited (in shares) | shares | (2,000,000) |
Forfeited, weighted average grant date fair value (in dollars per share) | $ / shares | $ 5.46 |
Non-vested shares, end of period (in shares) | shares | 2,496,414 |
Non-vested shares, end of period, weighted average grant date fair value (in dollars per share) | $ / shares | $ 2.30 |
Note 9 - Segment Reporting (Det
Note 9 - Segment Reporting (Details Textual) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |||
Number of Operating Segments | 5 | |||
Number of Reportable Segments | 3 | |||
Depreciation, Depletion and Amortization, Total | $ 8,690 | [1] | $ 1,747 | [2] |
Electric Power Segment [Member] | ||||
Depreciation, Depletion and Amortization, Total | 6,975 | [1] | 217 | [2] |
Electric Power Segment [Member] | Cost of Sales [Member] | ||||
Depreciation, Depletion and Amortization, Total | 3,200 | |||
Telecommunications Segment [Member] | ||||
Depreciation, Depletion and Amortization, Total | 1,091 | [1] | 0 | [2] |
Telecommunications Segment [Member] | Cost of Sales [Member] | ||||
Depreciation, Depletion and Amortization, Total | 200 | |||
Other Segments [Member] | ||||
Depreciation, Depletion and Amortization, Total | 16 | [1] | 441 | [2] |
Other Segments [Member] | Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | ||||
Disposal Group, Including Discontinued Operation, Expenditures for Long-lived Assets | $ 10 | $ 705 | ||
[1] | For the Electric Power segment and the Telecommunications segment, depreciation and amortization includes $3.2 million and $0.2 million respectively, which was included in cost of revenues in the Condensed Consolidated Statements of Operations. | |||
[2] | For the Electric Power segment, depreciation and amortization includes $0.2 million, which was included in cost of revenues in the Condensed Consolidated Statements of Operations. Other category includes $432 thousand of depreciation and amortization from discontinued operations. |
Note 9 - Segment Reporting - Se
Note 9 - Segment Reporting - Segment Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |||
Revenues from external customers | $ 70,254 | $ 5,561 | |||
Depreciation, Depletion and Amortization, Total | 8,690 | [1] | 1,747 | [2] | |
Interest expense | 8,039 | 734 | |||
Income (loss) from operations | (1,788) | (15,622) | |||
Expenditures for long-lived assets | 1,402 | [3] | 3,638 | [4] | |
Segment assets | 411,415 | $ 412,339 | |||
Goodwill | 102,349 | 100,899 | |||
Other intangible assets, net | 138,207 | 142,656 | |||
Electric Power Segment [Member] | |||||
Revenues from external customers | 39,695 | 3,189 | |||
Depreciation, Depletion and Amortization, Total | 6,975 | [1] | 217 | [2] | |
Interest expense | 4,071 | 1 | |||
Income (loss) from operations | (711) | (4,264) | |||
Expenditures for long-lived assets | 943 | [3] | 2,920 | [4] | |
Segment assets | 277,615 | 273,726 | |||
Goodwill | 70,151 | 70,151 | |||
Other intangible assets, net | 102,680 | 106,377 | |||
Telecommunications Segment [Member] | |||||
Revenues from external customers | 16,095 | 0 | |||
Depreciation, Depletion and Amortization, Total | 1,091 | [1] | 0 | [2] | |
Interest expense | 37 | 0 | |||
Income (loss) from operations | 477 | 0 | |||
Expenditures for long-lived assets | 423 | [3] | 0 | [4] | |
Segment assets | 86,058 | 80,800 | |||
Goodwill | 25,192 | 23,742 | |||
Other intangible assets, net | 28,412 | 28,571 | |||
Renewables Segment [Member] | |||||
Revenues from external customers | 14,464 | 2,372 | |||
Depreciation, Depletion and Amortization, Total | 608 | [1] | 1,089 | [2] | |
Interest expense | 2 | 15 | |||
Income (loss) from operations | 428 | (5,326) | |||
Expenditures for long-lived assets | 0 | [3] | 0 | [4] | |
Segment assets | 30,286 | 28,324 | |||
Goodwill | 7,006 | 7,006 | |||
Other intangible assets, net | 7,115 | 7,708 | |||
Other Segments [Member] | |||||
Revenues from external customers | 0 | 0 | |||
Depreciation, Depletion and Amortization, Total | 16 | [1] | 441 | [2] | |
Interest expense | 3,929 | 718 | |||
Income (loss) from operations | (1,982) | (6,032) | |||
Expenditures for long-lived assets | 36 | [3] | $ 718 | [4] | |
Segment assets | 17,456 | 29,489 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | $ 0 | $ 0 | |||
[1] | For the Electric Power segment and the Telecommunications segment, depreciation and amortization includes $3.2 million and $0.2 million respectively, which was included in cost of revenues in the Condensed Consolidated Statements of Operations. | ||||
[2] | For the Electric Power segment, depreciation and amortization includes $0.2 million, which was included in cost of revenues in the Condensed Consolidated Statements of Operations. Other category includes $432 thousand of depreciation and amortization from discontinued operations. | ||||
[3] | Includes purchases of property, plant and equipment and other intangible assets. The Other category includes expenditures for discontinued operations of $10 thousand. | ||||
[4] | Includes purchases of property, plant and equipment and other intangible assets. The Other category includes expenditures for discontinued operations of $705 thousand. |
Note 11 - Fair Value Measurem_3
Note 11 - Fair Value Measurements - Fair Value Hierarchy for Cash Equivalents, Marketable Securities and Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Contingent consideration | $ 720 | $ 720 |
Financial instrument liability | 825 | |
Total liabilities | 113,945 | 87,728 |
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||
Front Line Power Construction Seller financed debt | 85,560 | 86,183 |
Financial instrument liability | 25,912 | |
Syndicated Term Note [Member] | ||
Financial instrument liability | 1,753 | |
Fair Value, Inputs, Level 1 [Member] | ||
Contingent consideration | 0 | 0 |
Financial instrument liability | 0 | |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||
Front Line Power Construction Seller financed debt | 0 | 0 |
Financial instrument liability | 0 | |
Fair Value, Inputs, Level 1 [Member] | Syndicated Term Note [Member] | ||
Financial instrument liability | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Contingent consideration | 0 | 0 |
Financial instrument liability | 0 | |
Total liabilities | 85,560 | 86,183 |
Fair Value, Inputs, Level 2 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||
Front Line Power Construction Seller financed debt | 85,560 | 86,183 |
Financial instrument liability | 0 | |
Fair Value, Inputs, Level 2 [Member] | Syndicated Term Note [Member] | ||
Financial instrument liability | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Contingent consideration | 720 | 720 |
Financial instrument liability | 825 | |
Total liabilities | 28,385 | 1,545 |
Fair Value, Inputs, Level 3 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||
Front Line Power Construction Seller financed debt | 0 | $ 0 |
Financial instrument liability | 25,912 | |
Fair Value, Inputs, Level 3 [Member] | Syndicated Term Note [Member] | ||
Financial instrument liability | $ 1,753 |
Note 11 - Fair Value Measurem_4
Note 11 - Fair Value Measurements - Reconciliation of Changes in Fair Value (Details) - Seller Financed Notes Payable - Front Line Power Acquisition [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Derivative Financial Instruments, Liabilities [Member] | |
Balance | $ 0 |
Fair Value adjustment to Financial instrument liability | 25,912 |
Balance | 25,912 |
Long-Term Debt [Member] | |
Balance | 825 |
Fair Value adjustment to Financial instrument liability | 928 |
Balance | $ 1,753 |
Note 12 - Loss Per Common Sha_3
Note 12 - Loss Per Common Share (Details Textual) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 200 | 200 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 0 | 3,000 |
Note 12 - Loss Per Common Sha_4
Note 12 - Loss Per Common Share - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Loss from continuing operations, net of income taxes | $ (36,670) | $ (16,309) |
Income from discontinued operations, net of income taxes | (953) | (1,643) |
Net loss | $ (37,623) | $ (17,952) |
Basic and diluted weighted average number of shares outstanding (in shares) | 83,126,709 | 44,564,868 |
Loss from continuing operations per common share - basic and diluted (in dollars per share) | $ (0.44) | $ (0.36) |
Income from discontinued operations - basic and diluted (in dollars per share) | (0.01) | (0.04) |
Loss per common share - basic and diluted (in dollars per share) | $ (0.45) | $ (0.40) |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Expense (Benefit), Total | $ 241 | $ 16 |
Effective Income Tax Rate Reconciliation, Percent, Total | (0.70%) | (0.10%) |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | ||
Deferred Tax Assets, Operating Loss Carryforwards, Total | $ 98 |
Note 14 - Accumulated Other C_3
Note 14 - Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Foreign currency translation adjustment | $ (3,989) | $ (3,995) |
Accumulated other comprehensive loss | $ (3,989) | $ (3,995) |
Note 15 - Notes Payable and L_3
Note 15 - Notes Payable and Line of Credit (Details Textual) - USD ($) | May 31, 2023 | Dec. 31, 2022 | May 16, 2022 | May 06, 2022 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 20, 2021 | Dec. 10, 2021 | Nov. 17, 2021 | Aug. 19, 2021 | May 11, 2021 | Mar. 23, 2021 | Mar. 03, 2021 | Oct. 30, 2020 | Apr. 01, 2020 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 29, 2022 | Sep. 30, 2021 | |
Debt Instrument, Face Amount | $ 105,000 | $ 105,000 | $ 105,000 | ||||||||||||||||||||||||
Long-term Debt, Total | 221,977,000 | 221,977,000 | 221,977,000 | $ 229,379,000 | |||||||||||||||||||||||
Long-Term Debt, Gross | 233,020,000 | $ 233,020,000 | 233,020,000 | 241,982,000 | |||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (26,019,000) | $ (250,000) | |||||||||||||||||||||||||
Fluctuation in Share Price (in dollars per share) | $ 0.01 | ||||||||||||||||||||||||||
Line of Credit [Member] | GTS Subsidiary [Member] | |||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | ||||||||||||||||||||||||||
Long-Term Line of Credit, Total | 4,000,000 | $ 4,000,000 | 4,000,000 | ||||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 0 | 0 | 0 | ||||||||||||||||||||||||
Exchange Agreement to Reduce Principal on Seller-financed Note Payable [Member] | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 155,763 | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,000,000 | ||||||||||||||||||||||||||
Seller Financed Notes Payable, Two [Member] | |||||||||||||||||||||||||||
Long-term Debt, Total | $ 1,500,000 | ||||||||||||||||||||||||||
Unsecured Debt [Member] | Streeterville Capital, LLC [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,700,000 | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 1,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 19.60% | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,000,000 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | ||||||||||||||||||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Line of Credit [Member] | GTS Subsidiary [Member] | |||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.05% | ||||||||||||||||||||||||||
Unsecured Promissory Note With Kurt A Johnson [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 34,256,000 | ||||||||||||||||||||||||||
Unsecured Promissory Note With Tidal Power Group [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 51,384,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||
Debt Instrument, Share Price Covenant (in dollars per share) | $ 4 | $ 4 | $ 4 | ||||||||||||||||||||||||
Payments for Additional Consideration | $ 28,852,844 | ||||||||||||||||||||||||||
Unsecured Promissory Note With Tidal Power Group [Member] | Forecast [Member] | |||||||||||||||||||||||||||
Repayments of Debt | $ 52,000,000 | $ 15,000,000 | |||||||||||||||||||||||||
Unsecured Promissory Note With Tidal Power Group [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Repayments of Debt | $ 20,000,000 | ||||||||||||||||||||||||||
Unsecured Promissory Note With Kurt A Johnson 2 [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,090,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||
Reduction in Stock Shares in Exchange for Debt (in shares) | 400,000 | ||||||||||||||||||||||||||
Debt Instrument, Share Price Covenant (in dollars per share) | $ 4 | $ 4 | $ 4 | ||||||||||||||||||||||||
Payments for Additional Consideration | $ 17,635,228 | ||||||||||||||||||||||||||
Seller Financed Notes Payable, One [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||
Repayments of Debt | $ 1,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||
Long-term Debt, Total | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||||||||||
August 2021 Seller-financed Notes Payable [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||
Estimated Market Interest Rate on Which Debt Instrument is Based | 10.00% | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 48,000 | ||||||||||||||||||||||||||
Seller Financed Notes Payable, Two [Member] | |||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 36 months | ||||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | |||||||||||||||||||||||||||
Long-Term Debt, Gross | [1] | $ 1,268,000 | $ 1,268,000 | 1,268,000 | $ 222,000 | ||||||||||||||||||||||
Vehicle and Equipment loans [Member] | Minimum [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | Maximum [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.15% | ||||||||||||||||||||||||||
The Investor Note [Member] | |||||||||||||||||||||||||||
Long-Term Debt, Gross | [2] | 29,086,000 | $ 29,086,000 | $ 29,086,000 | $ 33,922,000 | ||||||||||||||||||||||
Conditional Settlement Agreement [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||||||||||||||||||
Repayments of Debt | $ 350,000 | $ 150,000 | 500,000 | ||||||||||||||||||||||||
Debt Instrument, Term (Month) | 3 years | ||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,500,000 | ||||||||||||||||||||||||||
Conditional Settlement Agreement [Member] | Forecast [Member] | |||||||||||||||||||||||||||
Repayments of Debt | $ 1,500,000 | $ 1,000,000 | |||||||||||||||||||||||||
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||||||||||||||||||||||||||
Debt Instrument, Share Price Covenant (in dollars per share) | $ 4 | $ 4 | $ 4 | ||||||||||||||||||||||||
Long-Term Debt, Gross | [3] | $ 86,730,000 | $ 86,730,000 | $ 86,730,000 | $ 86,730,000 | ||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (25,300,000) | ||||||||||||||||||||||||||
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | Put Option [Member] | |||||||||||||||||||||||||||
Option Contract Indexed to Equity, Settlement, Share, Fair Value | $ 25,900,000 | ||||||||||||||||||||||||||
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 35,000,000 | ||||||||||||||||||||||||||
Alter Domus and Various Lenders [Member] | Financing Acquisition Term Loan [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 105,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 262,500 | ||||||||||||||||||||||||||
Debt Instrument, Initial Prepayment Premium, Percentage | 5.00% | ||||||||||||||||||||||||||
Debt Instrument, Final Prepayment Premium, Percentage | 1.00% | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 13.50% | 13.50% | 13.50% | ||||||||||||||||||||||||
Alter Domus and Various Lenders [Member] | Financing Acquisition Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||||||||||||||||||||
First Insurance Funding [Member] | |||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 10 months | ||||||||||||||||||||||||||
First Insurance Funding [Member] | First and Second Financing Note [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.35% | 4.35% | 4.35% | ||||||||||||||||||||||||
First Insurance Funding [Member] | Third Financing Note [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% | 3.00% | ||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable Two [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 9,500,000 | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | 384,000 | ||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,800,000 | $ 3,800,000 | $ 3,800,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 2,600,000 | ||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 6,900,000 | ||||||||||||||||||||||||||
Debt Instrument, Effective Interest Rate for Discount Amortization | 89.00% | ||||||||||||||||||||||||||
Long-Term Debt, Gross | 4,200,000 | 4,200,000 | 4,200,000 | ||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable One [Member] | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 148,000 | ||||||||||||||||||||||||||
Streeterville Capital, LLC [Member] | The Investor Note [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,700,000 | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 1,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,000,000 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | 7,800,000 | 7,800,000 | 7,800,000 | ||||||||||||||||||||||||
Streeterville Capital, LLC [Member] | The Fourth Investor Note [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 16,100,000 | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 1,500,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 16.30% | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 years | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,100,000 | ||||||||||||||||||||||||||
Long-Term Debt, Gross | $ 15,700,000 | $ 15,700,000 | 15,700,000 | ||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (700,000) | ||||||||||||||||||||||||||
[1] | Includes vehicle and equipment loans with interest rates ranging from 1.00% to 9.15%. | ||||||||||||||||||||||||||
[2] | On March 23, 2021, the Company completed a note payable agreement with an institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0%, an estimated effective interest rate of 19.6%, and an original issue discount of $1.0 million. The carrying value was $4.5 million at March 31, 2022. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1 million per calendar month beginning 6 months after initial issuance. On May 11, 2021, the Company completed note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest of 9.0% per annum and a combined original issue discount and unamortized prepaid fees of $1.0 million and a carrying value of $7.8 million at March 31, 2022. The net proceeds were to be used for working capital, future acquisitions and general corporate purposes. Beginning six (6) months from the purchase price date, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption Amount”) subject to the maximum monthly redemption amount of $1 million per calendar month, by providing Company with a “Redemption Notice," and is payable in full within 18 months of issuance. On December 20, 2021, the Company completed a note payable agreement with the institutional investor with a face amount of $16.1 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.3%, and an original issue discount of $1.1 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1.5 million per month beginning 6 months after initial issuance. The carrying value was $15.7 million at March 31, 2022. The Company has not made any payments on this note as of March 31, 2022. For payments made by exchanging stock for payments against the debt in 2022, the Company recorded a total loss of $0.7 million on the exchanges due to the Company issuing shares at a lower price than the current market price on the dates of exchange. | ||||||||||||||||||||||||||
[3] | On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear an interest rate of 6% per annum and as modified, $20 million is due on May 6, 2022, $15 million is due on December 31, 2022, and $52 million is due on May 31, 2023. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Mr. Johnson of 400,000. Additionally in a Q1 2022 amendment to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $4.00 per share upon expiration of the restriction period, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period so that the value of his stock consideration is no less than $17,635,228, which is equal to $4.00 per common share. Any shortfall would be made up by issuing Mr. Johnson additional common shares. See Subsequent Event footnote 20 for more information on amendments to these Promissory notes. See Debt modification subheading below for more information on the debt modification of the unsecured promissory notes. |
Note 15 - Notes Payable and L_4
Note 15 - Notes Payable and Line of Credit - Summary of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Long-term Debt, gross | $ 233,020 | $ 241,982 | |
Unamortized prepaid financing fees | (11,043) | (12,603) | |
Total long-term debt | 221,977 | 229,379 | |
Less: notes payable, current | (68,563) | (72,774) | |
Notes payable, less current portion | 153,414 | 156,605 | |
Syndicated Term Note [Member] | |||
Long-term Debt, gross | [1] | 105,000 | 105,000 |
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||
Long-term Debt, gross | [2] | 86,730 | 86,730 |
Financing Note [Member] | |||
Long-term Debt, gross | [3] | 672 | 1,357 |
Seller Financed Notes Payable - Reach Construction Acquisition [Member] | |||
Long-term Debt, gross | [4] | 3,510 | 3,480 |
Vehicle and Equipment loans [Member] | |||
Long-term Debt, gross | [5] | 1,268 | 222 |
Non-Recourse Payable Agreement [Member] | |||
Long-term Debt, gross | [6] | 4,223 | 8,269 |
The Investor Note [Member] | |||
Long-term Debt, gross | [7] | 29,086 | 33,922 |
Conditional Settlement Note Payable [Member] | |||
Long-term Debt, gross | [8] | 2,500 | 3,000 |
Full Moon - Loan to Prior Owner [Member] | |||
Long-term Debt, gross | [9] | $ 31 | $ 2 |
[1] | On November 17, 2021, the Company entered into a credit agreement and associated documents (the “Credit Agreement”) with Alter Domus (US), LLC (“Alter Domus”), as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC. The Lenders made a Term Loan to Front Line in the initial principal amount of $105,000,000 for the purposes of financing the acquisition and the associated expenses. The term loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan shall be repaid in consecutive quarterly installments of $262,500, commencing on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The credit agreement provides for prepayment premiums (initially 5% on prepayments made in the first 30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. Interest rate on the term notes is 13.5% at March 31, 2022. | ||
[2] | On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear an interest rate of 6% per annum and as modified, $20 million is due on May 6, 2022, $15 million is due on December 31, 2022, and $52 million is due on May 31, 2023. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Mr. Johnson of 400,000. Additionally in a Q1 2022 amendment to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $4.00 per share upon expiration of the restriction period, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period so that the value of his stock consideration is no less than $17,635,228, which is equal to $4.00 per common share. Any shortfall would be made up by issuing Mr. Johnson additional common shares. See Subsequent Event footnote 20 for more information on amendments to these Promissory notes. See Debt modification subheading below for more information on the debt modification of the unsecured promissory notes. | ||
[3] | The Company has three notes payable to First Insurance Funding executed in 2021 for the purposes of financing a portion of the Company's insurance coverage. Two of these notes have an annual percentage rate of 4.35% and one note with an annual percentage rate of 3.00%, all three notes to be paid in ten monthly payments. The notes are set to mature in May, July and September of 2022. | ||
[4] | Includes two seller-financed notes payable, one for $5 million and the second for $1.5 million. In August 2021, the $5 million note was amended from its original 18-month term; the Company paid $1 million in cash and exchanged 155,763 shares of common stock in exchange for an additional $1 million reduction in principal. The new loan had a face value of $2.0 million at a rate of 6% per annum and was recorded based on an estimated market interest rate of 10% per annum with an original issue discount of $48 thousand. The second seller financed note payable is due 36-months from the April 1, 2020 acquisition date. Both notes had an original stated interest rate of 6% per annum. The Company recently filed and served a Federal Civil Complaint asserting various causes-of-action against the holder of the note, including misrepresentations made during the course of negotiating this transaction. Based on that complaint, the evidence contained therein, and the conduct described, the Company reasonably believes that it owes no additional compensation as a result of this transaction. | ||
[5] | Includes vehicle and equipment loans with interest rates ranging from 1.00% to 9.15%. | ||
[6] | The Company entered into a non-recourse agreement with C6 which was originated in November 2021 with a face amount of $9.5 million. The Company received net cash proceeds of $6.9 million. The Company recorded a liability of $9.5 million and a debt discount of $2.6 million. Under the terms of the agreement, for the first 12 weeks, the Company makes weekly payments of $148 thousand and for the final 20 weeks, the Company makes payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees are being amortized based on an 89% interest rate. As of March 31, 2022, the future payments for this financing agreement was approximately $4.2 million ($3.8 million net of discount). See Subsequent Events footnote 20 for information on amendments to this note. | ||
[7] | On March 23, 2021, the Company completed a note payable agreement with an institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0%, an estimated effective interest rate of 19.6%, and an original issue discount of $1.0 million. The carrying value was $4.5 million at March 31, 2022. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1 million per calendar month beginning 6 months after initial issuance. On May 11, 2021, the Company completed note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest of 9.0% per annum and a combined original issue discount and unamortized prepaid fees of $1.0 million and a carrying value of $7.8 million at March 31, 2022. The net proceeds were to be used for working capital, future acquisitions and general corporate purposes. Beginning six (6) months from the purchase price date, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption Amount”) subject to the maximum monthly redemption amount of $1 million per calendar month, by providing Company with a “Redemption Notice," and is payable in full within 18 months of issuance. On December 20, 2021, the Company completed a note payable agreement with the institutional investor with a face amount of $16.1 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.3%, and an original issue discount of $1.1 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1.5 million per month beginning 6 months after initial issuance. The carrying value was $15.7 million at March 31, 2022. The Company has not made any payments on this note as of March 31, 2022. For payments made by exchanging stock for payments against the debt in 2022, the Company recorded a total loss of $0.7 million on the exchanges due to the Company issuing shares at a lower price than the current market price on the dates of exchange. | ||
[8] | In October 2020, the Company entered into a conditional settlement agreement with a subcontractor to make payments of $3.5 million at zero interest over three years. The Company made a $0.5 million payment in the fourth quarter of 2021. In the current period, the Company made a $150,000 payment in February 2022, and a $350,000 payment in March 31, 2022. The Company is scheduled to make a $1 million payment by November 2022 and the final $1.5 million payment by November 2023. | ||
[9] | Represents Coax Fiber Solutions and Full Moon Telecom, LLC opening balance sheet loans to prior Coax Fiber Solutions and Full Moon Telecom, LLC owners. |
Note 16 - Concentrations (Detai
Note 16 - Concentrations (Details Textual) - Supplier Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of Supplier | 1 | 1 |
One Supplier [Member] | ||
Concentration Risk, Percentage | 12.00% | 12.00% |
Note 16 - Concentrations - Conc
Note 16 - Concentrations - Concentration Risk (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounts Receivable [Member] | Customer Four [Member] | |||
Concentration risk, percentage | 28.00% | 30.00% | |
Accounts Receivable [Member] | Customer Five [Member] | |||
Concentration risk, percentage | 15.00% | 16.00% | |
Accounts Receivable [Member] | Customer Six [Member] | |||
Concentration risk, percentage | 13.00% | ||
Accounts Receivable [Member] | Three Customers [Member] | |||
Concentration risk, percentage | 56.00% | 46.00% | |
Revenue Benchmark [Member] | Customer Four [Member] | |||
Concentration risk, percentage | 28.00% | ||
Revenue Benchmark [Member] | Customer One [Member] | |||
Concentration risk, percentage | 40.00% | ||
Revenue Benchmark [Member] | Customer Five [Member] | |||
Concentration risk, percentage | 19.00% | ||
Revenue Benchmark [Member] | Customer Two [Member] | |||
Concentration risk, percentage | 27.00% | ||
Revenue Benchmark [Member] | Customer Six [Member] | |||
Concentration risk, percentage | 14.00% | ||
Revenue Benchmark [Member] | Customer Three [Member] | |||
Concentration risk, percentage | 16.00% | ||
Revenue Benchmark [Member] | Six Customers [Member] | |||
Concentration risk, percentage | 61.00% | 83.00% |
Note 17 - Acquisitions (Details
Note 17 - Acquisitions (Details Textual) - USD ($) | Mar. 07, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill, Ending Balance | $ 102,349,000 | $ 100,899,000 | |
GTS Subsidiary [Member] | Coax Fiber Solutions (CFS) [Member] | |||
Payments to Acquire Businesses, Gross | $ 800,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 125,000 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 250,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Total | 400,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 500,000 | ||
Goodwill, Ending Balance | 1,400,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Total | $ 1,300,000 |
Note 18 - Commitments and Con_2
Note 18 - Commitments and Contingencies (Details Textual) $ in Millions | Mar. 31, 2022USD ($) |
Performance and Payment Bonds Outstanding Amount | $ 108.1 |
Letters of Credit Outstanding, Amount | $ 1.4 |
Note 19 - Subsequent Events (De
Note 19 - Subsequent Events (Details Textual) - USD ($) | Dec. 31, 2022 | May 16, 2022 | May 10, 2022 | Apr. 29, 2022 | May 31, 2022 | May 16, 2022 | Apr. 30, 2022 | Jul. 10, 2022 | Apr. 28, 2022 | Apr. 20, 2022 | Mar. 31, 2022 |
Sale of Equity, Registration, Maximum Value | $ 112,000,000 | ||||||||||
Debt Instrument, Face Amount | $ 105,000 | ||||||||||
Forecast [Member] | Discontinued Operations, Disposed of by Sale [Member] | Orbital Gas Systems Limited [Member] | |||||||||||
Proceeds from Divestiture of Businesses | $ 1,500,000 | ||||||||||
Forecast [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||||||||||
Debt Instrument, Periodic Payment, Extended | $ 15,000,000 | ||||||||||
Forecast [Member] | Prefunded Warrant [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 7,153,847 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.30 | ||||||||||
Forecast [Member] | Accompanying Warrant [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 16,000,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.30 | ||||||||||
Securities Purchase Agreement [Member] | Forecast [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 9,000,000 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ 1.30 | ||||||||||
Subsequent Event [Member] | Discontinued Operations, Disposed of by Sale [Member] | Orbital Gas Systems Limited [Member] | |||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 3,000,000 | ||||||||||
Proceeds from Divestiture of Businesses | $ 1,500,000 | ||||||||||
Royalty Payment, Percent of Gross Sales | 15.00% | ||||||||||
Subsequent Event [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||||||||||
Repayments of Long-Term Debt, Total | $ 20,000,000 | ||||||||||
Debt Instrument, Periodic Payment, Total | $ 35,000,000 | ||||||||||
Subsequent Event [Member] | Non-recourse Financing Agreements for the Sale of Future Revenues [Member] | |||||||||||
Repayments of Long-Term Debt, Total | $ 4,200,000 | ||||||||||
Debt Instrument, Face Amount | 20,200,000 | ||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 13,300,000 | ||||||||||
Subsequent Event [Member] | Non-recourse Financing Agreements for the Sale of Future Revenues [Member] | Minimum [Member] | |||||||||||
Debt Instrument, Term (Month) | 182 days | ||||||||||
Subsequent Event [Member] | Non-recourse Financing Agreements for the Sale of Future Revenues [Member] | Maximum [Member] | |||||||||||
Debt Instrument, Term (Month) | 336 days | ||||||||||
Subsequent Event [Member] | Sales Agreement [Member] | |||||||||||
Sale of Equity, Registration, Maximum Value | $ 50,000,000 | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 0 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||
Sale of Equity, Registration, Maximum Value | $ 21,000,000 |