Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 09, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Infrastructure & Energy Alternatives, Inc. | |
Entity Central Index Key | 1,652,362 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 21,577,650 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 23,793 | $ 4,877 |
Accounts receivable, net of allowances of $216 and $216, respectively | 66,246 | 60,981 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 44,712 | 18,613 |
Prepaid expenses and other current assets | 2,361 | 862 |
Total current assets | 137,112 | 85,333 |
Property, plant and equipment, net | 31,244 | 30,905 |
Goodwill | 3,020 | 3,020 |
Company-owned life insurance | 4,314 | 4,250 |
Other assets | 10 | 115 |
Deferred income taxes - long term | 4,508 | 3,080 |
Total assets | 180,208 | 126,703 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 125,826 | 70,030 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 22,112 | 7,398 |
Current portion of capital lease obligations | 6,524 | 4,691 |
Term loan - short-term | 3,360 | 0 |
Line of credit - short-term | 0 | 33,674 |
Total current liabilities | 157,822 | 115,793 |
Capital lease obligations, net of current maturities | 14,148 | 15,899 |
Long-term debt | 51,835 | 0 |
Deferred compensation | 5,263 | 5,030 |
Contingent consideration | 69,373 | 0 |
Total liabilities | 298,441 | 136,722 |
Commitments and contingencies: | ||
Preferred stock, par value, $0.0001 per share; 1,000,000 shares authorized; 34,965 shares and 0 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 34,965 | 0 |
Stockholders' equity (deficit) | ||
Common stock, par value, $0.0001 per share; 100,000,000 shares authorized; 21,577,650 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 2 | 2 |
Additional paid in capital | 0 | |
Retained earnings (deficit) | (153,200) | (10,021) |
Total stockholders' equity (deficit) | (118,233) | (10,019) |
Total liabilities and stockholders' equity (deficit) | $ 180,208 | $ 126,703 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 216 | $ 216 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 34,965 | 0 |
Preferred stock, shares outstanding | 34,965 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 21,577,650 | 21,577,650 |
Common stock, shares, outstanding | 21,577,650 | 21,577,650 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 174,073 | $ 106,042 | $ 224,208 | $ 158,298 |
Cost of revenue | 157,274 | 91,838 | 210,494 | 136,030 |
Gross profit | 16,799 | 14,204 | 13,714 | 22,268 |
Selling, general and administrative expenses | 9,198 | 8,395 | 26,158 | 14,462 |
Income (loss) from operations | 7,601 | 5,809 | (12,444) | 7,806 |
Other income (expense), net: | ||||
Interest expense, net | (1,530) | (352) | (2,381) | (714) |
Other income | 22 | 148 | 11 | 660 |
Income (loss) before benefit (provision) for income taxes | 6,093 | 5,605 | (14,814) | 7,752 |
Benefit (provision) for income taxes | (1,178) | (2,017) | 2,337 | (2,774) |
Net income (loss) | $ 4,915 | $ 3,588 | $ (12,477) | $ 4,978 |
Net income (loss) per common share - basic (in dollars per share) | $ 0.20 | $ 0.17 | $ (0.60) | $ 0.23 |
Net income (loss) per common share - diluted (in dollars per share) | $ 0.14 | $ 0.17 | $ (0.60) | $ 0.23 |
Weighted Average Number of Shares Outstanding, Basic | 21,577,650 | 21,577,650 | 21,577,650 | 21,577,650 |
Weighted Average Number of Shares Outstanding, Diluted | 34,392,159 | 21,577,650 | 21,577,650 | 21,577,650 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (12,477) | $ 4,978 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 3,977 | 2,149 |
Amortization of Other Deferred Charges | 179 | 0 |
Profit units compensation expense | 0 | 27 |
Gain on sale of equipment | (16) | (652) |
Deferred compensation | 234 | (211) |
Provision for losses on uncompleted contracts | 230 | 0 |
Deferred income taxes | (1,428) | 114 |
Other | 0 | (187) |
Change in operating assets and liabilities: | ||
Accounts receivable | (5,265) | 32,163 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (26,099) | (18,181) |
Prepaid expenses and other assets | (1,453) | 258 |
Accounts payable and accrued liabilities | 55,795 | (26,549) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 14,484 | (8,691) |
Net cash provided by (used in) operating activities | 28,161 | (14,782) |
Cash flow from investing activities: | ||
Company-owned life insurance | (64) | (1,524) |
Purchases of property, plant and equipment | (1,548) | (899) |
Proceeds from sale of property, plant and equipment | 17 | 895 |
Net cash used in investing activities | (1,595) | (1,528) |
Cash flows from financing activities: | ||
Proceeds from debt and line of credit | 92,772 | 0 |
Repayments of Long-term Lines of Credit | (30,840) | 0 |
Payments on line of credit - short term | (38,447) | 0 |
Debt issuance costs | (2,144) | 0 |
Payments on capital lease obligations | (2,627) | (489) |
Payments of Dividends | (548) | 0 |
Recapitalization transaction | (25,816) | 0 |
Net cash used in financing activities | (7,650) | (489) |
Net change in cash and cash equivalents | 18,916 | (16,799) |
Cash and cash equivalents, beginning of the period | 4,877 | 21,607 |
Cash and cash equivalents, end of the period | 23,793 | |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 2,210 | 717 |
Cash paid for income taxes | 632 | 2,753 |
Acquisition of assets/liabilities through capital lease | 2,709 | 1,550 |
Merger-related contingent consideration | 69,373 | 0 |
Issuance of common shares | 90,282 | 0 |
Issuance of preferred shares | $ 34,965 | $ 0 |
Organization, business and basi
Organization, business and basis of presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, business and basis of presentation | Organization, business and basis of presentation Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corporation ("M III")) is a Delaware holding company organized on August 4, 2015 (together with its wholly-owned subsidiaries, collectively "IEA", "we" or the "Company"). The Company specializes in providing complete engineering, procurement and construction (“EPC”) services throughout the U.S. for the renewable energy, traditional power and civil infrastructure industries. The services are performed under fixed-price and time-and-materials contracts. In the opinion of management, these financial statements reflect all adjustments that are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal, recurring nature unless otherwise disclosed. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017 and notes thereto included in Exhibit 99.4 to the Company's Form 8-K filed on March 29, 2018 . Principles of Consolidation The accompanying consolidated financial statements include the accounts of IEA and its wholly-owned direct and indirect domestic and foreign subsidiaries: IEA Intermediate Holdco, LLC (“Holdings”), IEA Energy Services, LLC ("IEA Services"), IEA Management Services, Inc., IEA Constructors, Inc. (f/k/a IEA Renewable, Inc.), White Construction, Inc. (“White”), White Electrical Constructors, Inc., and IEA Equipment Management, Inc., and White’s wholly-owned subsidiary H.B. White Canada Corp. The Company operates in one reportable segment, providing EPC services. On March 26, 2018 (the "Closing Date"), we consummated a merger (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated November 3, 2017 , as amended by Amendment No. 1 thereto, dated November 15, 2017 , Amendment No. 2 thereto, dated December 27, 2017 , Amendment No. 3 thereto, dated January 9, 2018 , Amendment No. 4 thereto, dated February 7, 2018 , and Amendment No. 5 thereto, dated March 9, 2018 (as amended, the "Merger Agreement"), by and among the Company, IEA Services, Wind Merger Sub I, Inc. ("Merger Sub I"), a Delaware corporation and a wholly-owned subsidiary of the Company, Wind Merger Sub II, LLC ("Merger Sub II"), a Delaware limited liability company and a wholly-owned subsidiary of the Company, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company ("Seller"), Oaktree Power Opportunities Fund III Delaware, L.P. ("Oaktree"), a Delaware limited partnership, solely in its capacity as the Seller’s representative and, solely for purposes of certain sections therein, M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership, which provided for, among other things, the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company. Following the Merger we changed our name from M III Acquisition Corporation to Infrastructure and Energy Alternatives, Inc. See Note 3 of the Notes to Condensed Consolidated Financial Statements for more information on the Merger. Basis of Accounting and Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue less project costs of revenue), in particular, on construction contracts accounted for under the percentage-of completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; allowances for doubtful accounts; accrued self-insured claims; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. |
Summary of significant accounti
Summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies “Emerging Growth Company” Reporting Requirements: The Company qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as a company is deemed to be an “emerging growth company,” it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002. Section 107 of the JOBS Act also provides that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We would cease to be an “emerging growth company” upon the earliest of: • the last day of the fiscal year following July 6, 2021, the five -year anniversary of the completion of M III's IPO; • the last day of the fiscal year in which our total annual gross revenues exceed $1.07 billion ; • the date on which we have, during the previous three -year period, issued more than $1 billion in non-convertible debt securities; or • the date on which we become a “large accelerated filer,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by nonaffiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter. We continue to monitor our status as an “emerging growth company” and are currently preparing, and expect to be ready to comply with, the additional reporting and regulatory requirements that will be applicable to us when we cease to qualify as an “emerging growth company.” Revenue Recognition Revenue under construction contracts are accounted for under the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the contract term based on costs incurred. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation and the operational costs of capital equipment. The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Revenue derived from projects billed on a fixed-price basis totaled 98.4% and 92.6% of consolidated revenue from operations for the three months ended June 30, 2018 and 2017 , respectively, and totaled 94.5% and 94.7% for the six months ended June 30, 2018 and 2017 , respectively. Revenue and related costs for construction contracts billed on a time and materials basis are recognized as the services are rendered. Revenue derived from projects billed on a time and materials basis, also accounted for under the percentage of completion method totaled 1.6% and 7.4% of consolidated revenue from operations for the three months ended June 30, 2018 and 2017 , respectively, and totaled 5.5% and 5.3% for the six months ended June 30, 2018 and 2017 , respectively. For an approved change order which can be reliably estimated, the anticipated revenues and costs associated with the change order are added to the total contract value and total estimated costs of the project, respectively. When costs are incurred for a) an unapproved change order which is likely to be approved or b) an approved change order which cannot be reliably estimated, the total anticipated costs of the change order are added to both the total contract value and total estimated costs for the project. Once a change order becomes approved and reliably estimable any margin related to the change order is added to the total contract value of the project. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer. As of June 30, 2018 and 2017 , the Company had revenue related to unapproved change orders which totaled approximately $19,185 and $12,940 , respectively. The Company actively engages in substantive meetings with its customers to complete the final approval process, and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. Classification of Construction Contract-Related Assets and Liabilities Contract costs include all direct subcontract, material, and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, insurance, repairs, maintenance, communications, and use of Company-owned equipment. Contract revenues are earned and matched with related costs as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. These balances are generally settled within one year. New Accounting Pronouncements The effective dates shown in the following pronouncements are based on the Company's current status as an "Emerging Growth Company". In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on the recognition of revenue from contracts with customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued additional guidance deferring the effective date for one year while allowing entities the option to adopt one year early. For public companies, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that annual reporting period. For as long as we remain an “emerging growth company” the guidance will be effective for our fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. The Company continues to evaluate the impact the adoption of this new standard will have on its consolidated financial statements. Under the guidance there are two acceptable adoption methods: (i) full retrospective adoption to each prior reporting period presented with the option to elect certain practical expedients; or (ii) modified retrospective adoption with the cumulative effect of initially applying the guidance recognized at the date of initial application and providing certain additional disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which is effective for annual reporting periods beginning after December 15, 2018. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 required entities to adopt the new leases standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. During July 2018, the FASB issued ASU 2018-11, which allows for an additional and optional transition method under which an entity would record a cumulative-effect adjustment at the beginning of the period of adoption. See Note 10 - Commitments and Contingencies for additional information about our leases. For as long as we remain an "Emerging Growth Company" the new guidance will be effective for our fiscal year 2020 annual financial statements and for the interim statements beginning in fiscal year 2020. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. Early adoption is permitted for any interim or annual period. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. Early adoption is permitted for any interim or annual period. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other, Simplifying the Accounting for Goodwill Impairment . ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This new guidance will be applied prospectively, and is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for any interim or annual period. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term "outputs" to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers . The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. Early adoption is permitted for any interim or annual period. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. Management has evaluated other recently issued accounting pronouncements and does not believe that they will have a significant impact on the financial statements and related disclosures. |
Merger and Recapitalization
Merger and Recapitalization | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Merger and Recapitalization | Merger and Recapitalization The Merger, as described in Note 1, is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. As such, IEA Services is treated as the continuing company and M III is treated as the ‘‘acquired’’ company for financial reporting purposes. This determination was primarily based on IEA Services’ operations comprising substantially all of the ongoing operations of the post-combination company, M III directors not constituting a majority of the Board of Directors of the post-combination company, IEA Services’ senior management comprising substantially all of the senior management of the post-combination company and the Seller holding a 48.3% voting interest in the Company, while no single M III shareholder holds more than a 20% voting interest. Accordingly, for accounting purposes, the Merger is treated as the equivalent of IEA Services issuing stock for the net assets of M III, accompanied by a recapitalization. The net assets of M III are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are the historical operations of IEA Services. The amount of merger consideration paid at the Closing Date to IEA (the “Merger Consideration”) was $81.4 million in cash, and 10,428,500 shares of Common Stock and 34,965 shares of Series A Preferred Stock with an aggregate stated value of $126.3 million at the Closing Date. Immediately following the Closing, Seller owned approximately 48.3% of the Company’s common stock and other stockholders owned approximately 51.7% of the Company’s outstanding common stock. The Merger Consideration was subject to adjustment based on final determinations of IEA Services’ closing date working capital and indebtedness, which determination was finalized approximately 45 days after the Closing Date with minimal impact to the Merger Consideration as calculated on the Closing Date of the Merger. Pursuant to the Merger Agreement, the Company is required to issue to the Seller up to an additional 9,000,000 common shares in the aggregate based upon satisfaction of EBITDA targets for 2018 and 2019. See Note 8 to these Notes to the Condensed Consolidated Financial Statements. The Company's Profits Interest Unit Incentive Plan (the "Plan") was terminated as a part of the Merger. |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share The Company calculates earnings per share in accordance with ASC 260 — Earnings per Share. Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares. Income (loss) available to common stockholders is computed by deducting the dividends accumulated for the period on cumulative preferred stock from net income. If there is a net loss, the amount of the loss is increased by those preferred dividends. Diluted EPS assumes the dilutive effect of outstanding earn-out shares and the dilutive effect of the Series A cumulative convertible preferred stock, using the if-converted method. The if-converted method adds back preferred stock dividends to net income if dilutive. The control number for determining whether including potential Common Stock in the diluted EPS computation would be antidilutive is net income. As a result, if there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. The calculations of basic and diluted EPS, are as follows ($ in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Numerator: Net income (loss) 4,915 3,588 (12,477 ) 4,978 Convertible Preferred Share dividends (548 ) — (548 ) — Numerator for basic earnings (loss) per share - income (loss) available to common stockholders 4,367 3,588 (13,025 ) 4,978 Denominator: Weighted average shares basic 21,577,650 21,577,650 21,577,650 21,577,650 Convertible earn-out shares (see Note 8) 9,000,000 — — — Convertible preferred shares 3,814,509 — — — Weighted average shares diluted 34,392,159 21,577,650 21,577,650 21,577,650 Anti-dilutive: Convertible earn-out shares (see Note 8) — — 9,000,000 — Convertible preferred shares — — 2,487,928 — Basic EPS 0.20 0.17 (0.60 ) 0.23 Diluted EPS 0.14 0.17 (0.60 ) 0.23 The calculation of weighted average shares outstanding during the periods preceding a reverse recapitalization generally requires the Company to use the capital structure of the entity deemed to be the acquirer for accounting purposes to calculate earnings per share. However, as a limited liability company, IEA Services had no outstanding shares prior to the Merger. Therefore, the weighted average shares outstanding for all comparable prior periods preceding the Merger is based on the capital structure of the acquired company, as management believes that is the most useful measure. Shares outstanding Company (f/k/a M III Acquisition Corp.) shares outstanding as of December 31, 2017 19,210,000 Redemption of shares by M III stockholders prior to the merger transaction (7,967,165 ) Common shares issued pursuant to Advisor Commitment Agreements, net of forfeited sponsor founder shares (93,685 ) Shares issued to Infrastructure and Energy Alternatives, LLC/Seller 10,428,500 IEA shares outstanding as of March 26, 2018 21,577,650 At the closing of the Merger, 34,965 shares of Series A Preferred Stock were issued to Seller with an initial stated value of $1,000 per share, for total consideration of $34,965,000 . Dividends on each share of Series A Preferred Stock shall accrue at a rate of 6% per annum during the period from the closing date until the 18 -month anniversary of the closing date and 10% per annum thereafter, with such dividends payable quarterly in cash. These shares are convertible to common shares under certain circumstances and have been included above in the dilutive calculation. As of June 30, 2018, the Board declared and paid a $548 dividend to Holders of Series A Preferred Stock. Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at June 30, 2018 but are not included in the computation of diluted EPS because the warrants’ exercise price was greater than the average market price of the Common Stock during the period. |
Accounts receivable, net of all
Accounts receivable, net of allowance | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Accounts receivable, net of allowance | Accounts receivable, net of allowance The following table provides details of accounts receivable, net of allowance as of the dates indicated (in thousands): June 30, 2018 December 31, 2017 Contract receivables $ 50,642 $ 44,696 Contract retainage 15,820 16,501 Accounts receivable, gross 66,462 61,197 Less: allowance for doubtful accounts (216 ) (216 ) Accounts receivable, net $ 66,246 $ 60,981 Activity in the allowance for doubtful accounts for the periods indicated is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Allowance for doubtful accounts at beginning of period $ 216 $ 135 $ 216 $ 135 Plus: (reduction in) provision for allowances — — — — Less: write-offs, net of recoveries — — — — Allowance for doubtful accounts at period end $ 216 $ 135 $ 216 $ 135 Gross profit for the six months ended June 30, 2018 , includes a dispute for approximately $5,600 , with a specific customer concerning change orders with respect to one specific project for the six months ended 2018. The Company believes that the charge reflected in the disputed change orders are properly the obligation of the customer. Nonetheless, the Company elected to settle the dispute and absorb these costs in order to maintain a valuable customer relationship and in exchange for additional project work from that customer. |
Contracts in progress
Contracts in progress | 6 Months Ended |
Jun. 30, 2018 | |
Contractors [Abstract] | |
Contracts in progress | Contracts in progress Contracts in progress were as follows as of the dates indicated (in thousands): June 30, 2018 December 31, 2017 Costs on contracts in progress $ 800,719 $ 861,050 Estimated earnings on contracts in progress 115,806 131,997 Revenue on contracts in progress 916,525 993,047 Less: billings on contracts in progress (893,925 ) (981,832 ) Net underbillings $ 22,600 $ 11,215 The above amounts have been included in the accompanying Consolidated Balance Sheets under the following captions (in thousands): June 30, 2018 December 31, 2017 Costs and estimated earnings in excess of billings on uncompleted contracts $ 44,712 $ 18,613 Billings in excess of costs and earnings on uncompleted contracts (22,112 ) (7,398 ) Net underbillings $ 22,600 $ 11,215 Billings in excess of costs and earnings on uncompleted contracts includes a provision for loss contracts of $230 and $0 as of June 30, 2018 and December 31, 2017 , respectively. The Company recognizes a contract asset within costs and estimated earnings in excess of billings on uncompleted contracts in the consolidated balance sheet for revenue earned related to unapproved change orders that are probable of recovery. The Company actively engages in substantive meetings with its customers to complete the final approval process, and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. The table below shows the contract asset amounts (net of any allowance) related to unapproved change orders (in thousands): June 30, 2018 December 31, 2017 Gross amount of unresolved change orders and claims $ 19,185 $ 33,479 Valuation allowance — — Net amount of unresolved change orders and claims $ 19,185 $ 33,479 |
Property, plant and equipment,
Property, plant and equipment, net | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment, net consisted of the following (in thousands): June 30, 2018 December 31, 2017 Buildings and leasehold improvements $ 977 $ 416 Construction equipment 49,955 46,404 Office equipment, furniture and fixtures 1,595 1,451 Vehicles 357 404 52,884 48,675 Accumulated depreciation (21,640 ) (17,770 ) Property, plant and equipment, net $ 31,244 $ 30,905 Depreciation expense of property, plant and equipment was $1,975 and $1,162 for the three month period ended June 30, 2018 and 2017 , respectively, and was $3,917 and $2,089 for the six months ended June 30, 2018 and 2017 , respectively. |
Fair value of financial instrum
Fair value of financial instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments | Fair value of financial instruments The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability, and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of June 30, 2018 Contingent consideration 69,373 — — 69,373 The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in thousands): Beginning Balance, December 31, 2017 $ — Contingent consideration issued during merger 69,373 Ending Balance, June 30, 2018 69,373 Contingent Consideration Pursuant to the Merger Agreement, the Company shall issue to the Seller up to an additional 9,000,000 common shares in the aggregate, which shall be fully earned if the final 2018 and 2019 adjusted EBITDA targets are achieved. The Company recorded the contingent consideration at fair value as a liability by using a Monte Carlo Simulation with inputs of a risk rate premium, a peer group EBITDA volatility and a stock price volatility. The calculation derived a fair value of the liability based on 9,000,000 common shares. There have been no significant changes to inputs for the three months ended June 30, 2018, and therefore no adjustment was recorded. Other financial instruments of the Company not listed in the table consist of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities that approximate their fair values. Additionally, management believes that the outstanding recorded balance on the line of credit and long-term debt, further discussed in Note 9, approximates fair value due to their floating interest rates. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following obligations as of: June 30, 2018 December 31, 2017 Line of credit - short term — 33,674 Line of credit - long term 34,000 — Term loan - short term 3,360 — Term loan - long term 19,800 — Total debt 57,160 33,674 Less - Current portion (3,360 ) (33,674 ) Less - Debt issuance costs (1,965 ) — Long-term debt 51,835 — New Credit Facility In conjunction with the completion of the Merger, all amounts outstanding under the old credit facility were repaid and the agreement was terminated. The amount of $33.7 million was recorded as line of credit - short term on the Consolidated Balance Sheet as of December 31, 2017 . In March 2018, IEA Services entered into a new credit facility which provides for aggregate revolving borrowings of up to $50.0 million and a $50.0 million delayed-draw term loan facility, each maturing in March 2021. Interest on the new credit facility accrues at an interest rate of (x) LIBOR plus a margin of 3.00% or (y) an alternate base rate plus a margin of 2.00% , at our option. Obligations under the new credit facility are guaranteed by IEA and all of our other domestic subsidiaries and are secured by all of our present and future assets, subject to customary carve-outs. The interest rate on our debt as of June 30, 2018 and December 31, 2017, was 5.83% and 4.50% , respectively. As of June 30, 2018 , the Company had $34.0 million outstanding under the revolving credit facility, and $23.2 million outstanding under the term loan facility, to refinance existing indebtedness (including backstopping existing letters of credit) and to pay transaction expenses and cash consideration. The term loan may be drawn down for a period of two years (in not more than four drawdowns). Each draw under the term loan facility will be subject to quarterly amortization of principal, commencing on the last day of the first fiscal quarter ending after such draw, in an amount equal to 3.5% of the initial amount of such draw. With respect to any draw of the term loan facility, after giving effect to such draw on a pro forma basis: (i) the consolidated leverage ratio (as defined) must not exceed 2.75 :1 and (ii) The Company must have liquidity (defined as unrestricted cash and revolver availability) of at least $20.0 million . Contractual maturities of the Company's debt and capital lease obligations as of June 30, 2018 (in thousands): 2018 $ 5,663 2019 11,203 2020 11,445 2021 51,972 2022 — Thereafter — Total contractual obligations (1) $ 80,283 (1) The total contractual obligations contains interest payments related to capital lease obligations. Letters of Credit and Surety Bonds In the ordinary course of business, the Company is required to post letters of credit and surety bonds to customers in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit or surety bond commits the issuer to pay specified amounts to the holder of the letter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount to a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of June 30, 2018 , and December 31, 2017 , the Company was contingently liable under letters of credit issued under its revolving credit facility or its old credit facility, respectively, in the amount of $6,179 and $5,934 , respectively, related to projects. In addition, as of June 30, 2018 and December 31, 2017 , the Company had outstanding surety bonds on projects of $732,240 and $535,529 , respectively. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Capital Leases The Company has obligations, exclusive of associated interest, under various capital leases for equipment totaling $20,672 and $20,590 at June 30, 2018 and December 31, 2017 , respectively. Gross property under this capitalized lease agreement at June 30, 2018 and December 31, 2017 , totaled $29,713 and $27,005 , less accumulated depreciation of $ 5,584 and $2,817 , respectively, for net balances of $ 24,129 and $24,188 , respectively. Depreciation of assets held under the capital leases is included in cost of revenue on the Consolidated Statements of Operations. Operating Leases In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including related party leases. See Note 13 - Related Party Transactions. Rent and related expense for operating leases that have non-cancelable terms totaled approximately $496 and $427 for the three months ended June 30, 2018 and 2017 , respectively and $989 and $807 for the six months ended June 30, 2018 and 2017 , respectively. Deferred Compensation The Company has two deferred compensation plans. The first plan is a supplemental executive retirement plan established in 1993 that covers four specific employees or former employees, whose deferred compensation is determined by the number of service years. Payment of the benefits is to be made for 20 years after employment ends. Two former employees are currently receiving benefits, and two participants are still employees of the Company. The present value of the liability is estimated using the early retirement method. Of the two current employees, one has reached the full benefit level and the other will reach the full benefit level in 2018. Annual payments under this plan for 2018 will be $93 . Maximum aggregate payments per year if all participants were retired would be $255 . As of June 30, 2018 and December 31, 2017 , the Company has a long-term liability of $ 3,186 and $ 3,356 , respectively, for the supplemental executive retirement plan. The Company offers a non-qualified deferred compensation plan which is made up of an executive excess plan and an incentive bonus plan. This plan was designed and implemented to enhance employee savings and retirement accumulation on a tax-advantaged basis, beyond the limits of traditional qualified retirement plans. This plan allows employees to: (1) defer annual compensation from multiple sources; (2) create wealth through tax-deferred investments; (3) save and invest on a pretax basis to meet accumulation and retirement planning needs; and (4) utilize a diverse choice of investment options to maximize returns. Executive awards are expensed when vested. Project Management Incentive Payments and incentive payments are expensed when awarded as they are earned through the course of the performance of the project to which they are related. Other payments are expensed when vested as they are considered to be earned by retention. Unrecognized compensation expense for the non-qualified deferred compensation plan at June 30, 2018 and June 30, 2017 , was $ 1,797 and $ 1,538 , respectively. As of June 30, 2018 , and December 31, 2017 , the Company had a long-term liability of $ 2,077 and $ 1,674 , respectively, for deferred compensation to certain current and former employees. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Three Months Ended Six Months Ended June 30, June 30, June 30, 2018 December 31, 2017 2018 2017 2018 2017 Interstate Power and Light Company 20.7 % * 20.9 % * 26.9 % * Upstream Wind Energy, LLC 12.5 % * 10.7 % * * * EDP Renewables 10.7 % * * * 10.4 % * Stella Wind Farm, LLC 13.2 % * 12.1 % * 13.8 % * Trishe Wind Ohio, LLC * * 11.9 % * * 17.0 % Thunder Ranch Wind Project, LLC * 34.7 % * 23.4 % * 15.0 % Twin Forks Wind Farm, LLC * 22.1 % * 17.5 % * * Quilt Block Wind Farm, LLC * 15.2 % * 10.2 % * * Bruenning's Breeze Wind Farm, LLC * * * 16.3 % * * Cimmarron Bend II Wind Project, LLC * * * 13.0 % * * EDF Renewable Development, Inc. * * * * * 11.0 % * Amount was not above 10% threshold |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Company’s statutory federal tax rate is 21.00% and 34.00% for the periods ended June 30, 2018 and 2017 , respectively. State tax rates for the same period vary among states and range from approximately 5.50% to 12.00% . A small number of states do not impose an income tax. The effective tax rates for the three month period ended June 30, 2018 and 2017 were 19.33% and 35.99% , respectively. The effective tax rates for the six month period ended June 30, 2018 and 2017 were 15.78% and 35.78% , respectively. The difference between the Company’s effective tax rate and the federal statutory rate for the three and six months ended June 30, 2018, primarily results from current state taxes, offset by a portion of non-deductible transaction costs. There were no changes in uncertain tax positions during the periods ended June 30, 2018 and 2017 . |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Credit Support Fees The Company had debt facilities and other obligations under surety bonds and stand-by letters of credit under the old credit facility that were guaranteed by Oaktree. The Company paid a fee for those guarantees based on the total amount outstanding. For the three months ended June 30, 2018 and 2017 , the Company expense related to these fees was $ 0 and $ 430 , respectively. For the six months ended June 30, 2018 and 2017 , the Company expense related to these fees was $231 and $855 , respectively. Clinton Lease Agreement On October 20, 2017, the Company enacted a plan to restructure the ownership of a building and land which resulted in the transfer of ownership of such building and land from its consolidated subsidiary, WCI, to Clinton RE Holdings, LLC (Cayman) (“Cayman Holdings”), a directly owned subsidiary of the Seller. The lease has been classified as an operating lease with monthly payments for twenty years through 2038. The Company's rent expense related to the lease during the three and six months ended June 30, 2018 was $153 and $306 , respectively. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent event [Abstract] | |
Subsequent Events [Text Block] | Subsequent event Purchase and Sale Agreement On August 9, 2018, the Company announced that its indirect, wholly-owned subsidiary, IEA Services, has entered into a Purchase and Sale Agreement, dated August 9, 2018 (the “Agreement”), with Consolidated Construction Solutions I LLC (“CCS I”) and Consolidated Construction Investment Holdings LLC (“Seller”), providing for the acquisition by IEA Services of all of the issued and outstanding limited liability company interests of CCS I from Seller (the “Acquisition”). Included as wholly-owned subsidiaries of CCS I are SAIIA and the ACC Companies. This acquisition provides the Company with a strong and established presence in the environmental and industrial engineering markets, enhanced civil construction capabilities and an expanded domestic footprint. Pursuant to the terms of the Agreement, IEA Services will acquire CCS I for $ 145.0 million in cash, subject to customary adjustments for cash, debt, transaction expenses and normalized working capital. The Company intends to fund the Acquisition and the related fees and expenses with a combination of cash on hand and new financing (such financing, the “Financing”). Concurrently with the execution of the Agreement, the Company entered into the Commitment Letter (as described in more detail below) that together with cash on hand, the Company believes are sufficient to cover the purchase price plus the related fees and expenses. Pursuant to the Agreement, the Company has agreed to customary covenants to obtain the Financing, and CCS I has agreed to provide reasonable cooperation with the Company in the Company’s efforts to obtain the Financing. There is no financing condition to the consummation of the Acquisition. The Agreement contains customary representations, warranties and closing conditions (including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Act of 1976, as amended). The transaction is expected to close late in the third quarter of 2018. New Debt Facility Concurrently with the signing of the Agreement, IEA Services entered into a debt commitment letter (the” Commitment Letter”), dated August 9, 2018, with Jefferies Finance LLC for a $ 325.0 million senior secured credit facility (the “Credit Facilities”). The Credit Facilities include a $ 200.0 million senior secured first lien term loan facility (the “Initial Term Loan Facility”) that will be borrowed on the closing date of the acquisition to pay the acquisition consideration, pay transaction costs and repay borrowings under IEA’s existing credit facility and certain indebtedness of SAIIA and the ACC Companies. There is currently $2.0 million of capitalized debt issuance costs related to IEA's existing credit facility which may be subject to write-off as a loss on the extinguishment of debt. The Credit Facilities also include a $ 50.0 million asset-based revolving line of credit (the “ABL Facility”). After the closing date, availability will be subject to customary borrowing base calculations. The Credit Facilities also include a $ 75.0 million delayed draw term loan facility, which is available for a period of three months following the closing date, subject to meeting certain conditions, including compliance with a pro forma first lien leverage ratio (the “Delayed Draw Facility”). The Commitment Letter and the commitments contemplated thereby will terminate five business days after the End Date. |
Summary of significant accoun20
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of IEA and its wholly-owned direct and indirect domestic and foreign subsidiaries: IEA Intermediate Holdco, LLC (“Holdings”), IEA Energy Services, LLC ("IEA Services"), IEA Management Services, Inc., IEA Constructors, Inc. (f/k/a IEA Renewable, Inc.), White Construction, Inc. (“White”), White Electrical Constructors, Inc., and IEA Equipment Management, Inc., and White’s wholly-owned subsidiary H.B. White Canada Corp. The Company operates in one reportable segment, providing EPC services. On March 26, 2018 (the "Closing Date"), we consummated a merger (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated November 3, 2017 , as amended by Amendment No. 1 thereto, dated November 15, 2017 , Amendment No. 2 thereto, dated December 27, 2017 , Amendment No. 3 thereto, dated January 9, 2018 , Amendment No. 4 thereto, dated February 7, 2018 , and Amendment No. 5 thereto, dated March 9, 2018 (as amended, the "Merger Agreement"), by and among the Company, IEA Services, Wind Merger Sub I, Inc. ("Merger Sub I"), a Delaware corporation and a wholly-owned subsidiary of the Company, Wind Merger Sub II, LLC ("Merger Sub II"), a Delaware limited liability company and a wholly-owned subsidiary of the Company, Infrastructure and Energy Alternatives, LLC, a Delaware limited liability company ("Seller"), Oaktree Power Opportunities Fund III Delaware, L.P. ("Oaktree"), a Delaware limited partnership, solely in its capacity as the Seller’s representative and, solely for purposes of certain sections therein, M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership, which provided for, among other things, the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company. Following the Merger we changed our name from M III Acquisition Corporation to Infrastructure and Energy Alternatives, Inc. See Note 3 of the Notes to Condensed Consolidated Financial Statements for more information on the Merger. |
Basis of Accounting | The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Use of Estimates | The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue less project costs of revenue), in particular, on construction contracts accounted for under the percentage-of completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; allowances for doubtful accounts; accrued self-insured claims; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition Revenue under construction contracts are accounted for under the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the contract term based on costs incurred. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation and the operational costs of capital equipment. The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Revenue derived from projects billed on a fixed-price basis totaled 98.4% and 92.6% of consolidated revenue from operations for the three months ended June 30, 2018 and 2017 , respectively, and totaled 94.5% and 94.7% for the six months ended June 30, 2018 and 2017 , respectively. Revenue and related costs for construction contracts billed on a time and materials basis are recognized as the services are rendered. Revenue derived from projects billed on a time and materials basis, also accounted for under the percentage of completion method totaled 1.6% and 7.4% of consolidated revenue from operations for the three months ended June 30, 2018 and 2017 , respectively, and totaled 5.5% and 5.3% for the six months ended June 30, 2018 and 2017 , respectively. For an approved change order which can be reliably estimated, the anticipated revenues and costs associated with the change order are added to the total contract value and total estimated costs of the project, respectively. When costs are incurred for a) an unapproved change order which is likely to be approved or b) an approved change order which cannot be reliably estimated, the total anticipated costs of the change order are added to both the total contract value and total estimated costs for the project. Once a change order becomes approved and reliably estimable any margin related to the change order is added to the total contract value of the project. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer. As of June 30, 2018 and 2017 , the Company had revenue related to unapproved change orders which totaled approximately $19,185 and $12,940 , respectively. The Company actively engages in substantive meetings with its customers to complete the final approval process, and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. |
Classification of Construction Contract-Related Assets and Liabilities | Classification of Construction Contract-Related Assets and Liabilities Contract costs include all direct subcontract, material, and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, insurance, repairs, maintenance, communications, and use of Company-owned equipment. Contract revenues are earned and matched with related costs as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. These balances are generally settled within one year. |
New Accounting Pronouncements | New Accounting Pronouncements The effective dates shown in the following pronouncements are based on the Company's current status as an "Emerging Growth Company". In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on the recognition of revenue from contracts with customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued additional guidance deferring the effective date for one year while allowing entities the option to adopt one year early. For public companies, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that annual reporting period. For as long as we remain an “emerging growth company” the guidance will be effective for our fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. The Company continues to evaluate the impact the adoption of this new standard will have on its consolidated financial statements. Under the guidance there are two acceptable adoption methods: (i) full retrospective adoption to each prior reporting period presented with the option to elect certain practical expedients; or (ii) modified retrospective adoption with the cumulative effect of initially applying the guidance recognized at the date of initial application and providing certain additional disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which is effective for annual reporting periods beginning after December 15, 2018. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 required entities to adopt the new leases standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. During July 2018, the FASB issued ASU 2018-11, which allows for an additional and optional transition method under which an entity would record a cumulative-effect adjustment at the beginning of the period of adoption. See Note 10 - Commitments and Contingencies for additional information about our leases. For as long as we remain an "Emerging Growth Company" the new guidance will be effective for our fiscal year 2020 annual financial statements and for the interim statements beginning in fiscal year 2020. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. Early adoption is permitted for any interim or annual period. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. Early adoption is permitted for any interim or annual period. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other, Simplifying the Accounting for Goodwill Impairment . ASU 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This new guidance will be applied prospectively, and is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for any interim or annual period. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term "outputs" to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers . The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. Early adoption is permitted for any interim or annual period. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. Management has evaluated other recently issued accounting pronouncements and does not believe that they will have a significant impact on the financial statements and related disclosures. |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS | The calculations of basic and diluted EPS, are as follows ($ in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Numerator: Net income (loss) 4,915 3,588 (12,477 ) 4,978 Convertible Preferred Share dividends (548 ) — (548 ) — Numerator for basic earnings (loss) per share - income (loss) available to common stockholders 4,367 3,588 (13,025 ) 4,978 Denominator: Weighted average shares basic 21,577,650 21,577,650 21,577,650 21,577,650 Convertible earn-out shares (see Note 8) 9,000,000 — — — Convertible preferred shares 3,814,509 — — — Weighted average shares diluted 34,392,159 21,577,650 21,577,650 21,577,650 Anti-dilutive: Convertible earn-out shares (see Note 8) — — 9,000,000 — Convertible preferred shares — — 2,487,928 — Basic EPS 0.20 0.17 (0.60 ) 0.23 Diluted EPS 0.14 0.17 (0.60 ) 0.23 |
Schedule of shares outstanding | Shares outstanding Company (f/k/a M III Acquisition Corp.) shares outstanding as of December 31, 2017 19,210,000 Redemption of shares by M III stockholders prior to the merger transaction (7,967,165 ) Common shares issued pursuant to Advisor Commitment Agreements, net of forfeited sponsor founder shares (93,685 ) Shares issued to Infrastructure and Energy Alternatives, LLC/Seller 10,428,500 IEA shares outstanding as of March 26, 2018 21,577,650 |
Accounts receivable, net of a22
Accounts receivable, net of allowance (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of accounts receivable and allowance for doubtful accounts | The following table provides details of accounts receivable, net of allowance as of the dates indicated (in thousands): June 30, 2018 December 31, 2017 Contract receivables $ 50,642 $ 44,696 Contract retainage 15,820 16,501 Accounts receivable, gross 66,462 61,197 Less: allowance for doubtful accounts (216 ) (216 ) Accounts receivable, net $ 66,246 $ 60,981 Activity in the allowance for doubtful accounts for the periods indicated is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Allowance for doubtful accounts at beginning of period $ 216 $ 135 $ 216 $ 135 Plus: (reduction in) provision for allowances — — — — Less: write-offs, net of recoveries — — — — Allowance for doubtful accounts at period end $ 216 $ 135 $ 216 $ 135 |
Contracts in progress (Tables)
Contracts in progress (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Contractors [Abstract] | |
Costs in excess of billings and billings in excess of costs | Contracts in progress were as follows as of the dates indicated (in thousands): June 30, 2018 December 31, 2017 Costs on contracts in progress $ 800,719 $ 861,050 Estimated earnings on contracts in progress 115,806 131,997 Revenue on contracts in progress 916,525 993,047 Less: billings on contracts in progress (893,925 ) (981,832 ) Net underbillings $ 22,600 $ 11,215 The above amounts have been included in the accompanying Consolidated Balance Sheets under the following captions (in thousands): June 30, 2018 December 31, 2017 Costs and estimated earnings in excess of billings on uncompleted contracts $ 44,712 $ 18,613 Billings in excess of costs and earnings on uncompleted contracts (22,112 ) (7,398 ) Net underbillings $ 22,600 $ 11,215 |
Schedule of contracts receivable, claims and uncertain amounts | June 30, 2018 December 31, 2017 Gross amount of unresolved change orders and claims $ 19,185 $ 33,479 Valuation allowance — — Net amount of unresolved change orders and claims $ 19,185 $ 33,479 |
Property, plant and equipment24
Property, plant and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Property, plant and equipment, net consisted of the following (in thousands): June 30, 2018 December 31, 2017 Buildings and leasehold improvements $ 977 $ 416 Construction equipment 49,955 46,404 Office equipment, furniture and fixtures 1,595 1,451 Vehicles 357 404 52,884 48,675 Accumulated depreciation (21,640 ) (17,770 ) Property, plant and equipment, net $ 31,244 $ 30,905 |
Fair value of financial instr25
Fair value of financial instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of liabilities measured on recurring basis | The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of June 30, 2018 Contingent consideration 69,373 — — 69,373 |
Schedule of reconciliation of fair value unobservable liabilities measured on recurring basis | The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in thousands): Beginning Balance, December 31, 2017 $ — Contingent consideration issued during merger 69,373 Ending Balance, June 30, 2018 69,373 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt consists of the following obligations as of: June 30, 2018 December 31, 2017 Line of credit - short term — 33,674 Line of credit - long term 34,000 — Term loan - short term 3,360 — Term loan - long term 19,800 — Total debt 57,160 33,674 Less - Current portion (3,360 ) (33,674 ) Less - Debt issuance costs (1,965 ) — Long-term debt 51,835 — |
Contractual maturities of debt and capital lease obligations | Contractual maturities of the Company's debt and capital lease obligations as of June 30, 2018 (in thousands): 2018 $ 5,663 2019 11,203 2020 11,445 2021 51,972 2022 — Thereafter — Total contractual obligations (1) $ 80,283 |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Schedule of revenue and accounts receivable concentrations, net of allowances | The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Three Months Ended Six Months Ended June 30, June 30, June 30, 2018 December 31, 2017 2018 2017 2018 2017 Interstate Power and Light Company 20.7 % * 20.9 % * 26.9 % * Upstream Wind Energy, LLC 12.5 % * 10.7 % * * * EDP Renewables 10.7 % * * * 10.4 % * Stella Wind Farm, LLC 13.2 % * 12.1 % * 13.8 % * Trishe Wind Ohio, LLC * * 11.9 % * * 17.0 % Thunder Ranch Wind Project, LLC * 34.7 % * 23.4 % * 15.0 % Twin Forks Wind Farm, LLC * 22.1 % * 17.5 % * * Quilt Block Wind Farm, LLC * 15.2 % * 10.2 % * * Bruenning's Breeze Wind Farm, LLC * * * 16.3 % * * Cimmarron Bend II Wind Project, LLC * * * 13.0 % * * EDF Renewable Development, Inc. * * * * * 11.0 % * Amount was not above 10% threshold |
Organization, business and ba28
Organization, business and basis of presentation (Details) | 6 Months Ended |
Jun. 30, 2018segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Summary of significant accoun29
Summary of significant accounting policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue related to unapproved change order | $ 19,185 | $ 12,940 | ||
Fixed-price Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from projects | 98.40% | 92.60% | 94.50% | 94.70% |
Time-and-materials Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from projects | 1.60% | 7.40% | 5.50% | 5.30% |
Merger and Recapitalization (De
Merger and Recapitalization (Details) - USD ($) $ in Millions | Mar. 26, 2018 | Mar. 31, 2018 |
Business Acquisition [Line Items] | ||
Percentage of voting interests owned by other stockholders immediately following the Closing | 51.70% | |
Period after the Closing Date for determination to be finalized | 45 days | |
InitialContingentShares | 9,000,000 | |
Infrastructure and Energy Alternatives, LLC | Infrastructure and Energy Alternatives, Inc. | ||
Business Acquisition [Line Items] | ||
Percentage of voting interest acquired | 48.30% | |
Percentage of voting interests held by individual M III Shareholders | 20.00% | |
Merger consideration paid | $ 81.4 | |
Value of shares issued as consideration | $ 126.3 | |
InitialContingentShares | 9,000,000 | |
Common Stock | Infrastructure and Energy Alternatives, LLC | Infrastructure and Energy Alternatives, Inc. | ||
Business Acquisition [Line Items] | ||
Number of shares issued as consideration (in shares) | 10,428,500 | |
Series A Preferred Stock | Infrastructure and Energy Alternatives, LLC | Infrastructure and Energy Alternatives, Inc. | ||
Business Acquisition [Line Items] | ||
Number of shares issued as consideration (in shares) | 34,965 |
Earnings per share - Basic and
Earnings per share - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||||
Net income (loss) | $ 4,915 | $ 3,588 | $ (12,477) | $ 4,978 | ||
Convertible Preferred Share dividends | (548) | 0 | (548) | 0 | ||
Numerator for basic earnings (loss) per share - income (loss) available to common stockholders | $ 4,367 | $ 3,588 | $ (13,025) | $ 4,978 | ||
Denominator: | ||||||
Weighted Average Number of Shares Outstanding, Basic | 21,577,650 | 21,577,650 | 19,210,000 | 21,577,650 | 21,577,650 | 21,577,650 |
Convertible earn-out shares (see note 8) (in shares) | 9,000,000 | 0 | 0 | 0 | ||
Convertible preferred shares (in shares) | 3,814,509 | 0 | 0 | 0 | ||
Weighted Average Number of Shares Outstanding, Diluted | 34,392,159 | 21,577,650 | 21,577,650 | 21,577,650 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Basic EPS (in dollars per share) | $ 0.20 | $ 0.17 | $ (0.60) | $ 0.23 | ||
Diluted EPS (in dollars per share) | $ 0.14 | $ 0.17 | $ (0.60) | $ 0.23 | ||
Convertibleearnoutshares [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 9,000,000 | |||||
Convertible Preferred Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,487,928 |
Earnings per share - Shares out
Earnings per share - Shares outstanding (Details) - shares | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||||
Weighted average shares outstanding (in shares) | 21,577,650 | 21,577,650 | 19,210,000 | 21,577,650 | 21,577,650 | 21,577,650 |
Redemption of shares by M III stockholders prior to the merger transaction (in shares) | (7,967,165) | |||||
Common shares issued pursuant to Advisor Commitment Agreements, net of forfeited sponsor founder shares (in shares) | (93,685) | |||||
Shares issued to IEA (in shares) | 10,428,500 |
Earnings per share - Narrative
Earnings per share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2018 | Jun. 30, 2018 | Mar. 26, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 34,965 | 0 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Total consideration for shares issued at the closing of the Merger | $ 34,965 | $ 0 | ||
Warrants | ||||
Class of Stock [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,480,000 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 34,965 | |||
Preferred stock, par value (in dollars per share) | $ 1,000 | |||
Total consideration for shares issued at the closing of the Merger | $ 34,965 | |||
Preferred stock, dividend rate until the 18-month anniversary of the closing date | 6.00% | |||
Preferred stock, dividend payment term | 18 months | |||
Preferred stock, dividend rate thereafter | 10.00% |
Accounts receivable, net of a34
Accounts receivable, net of allowance - Accounts receivable, net of allowance (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Accounts receivable, gross | $ 66,462 | $ 61,197 | ||||
Less: allowance for doubtful accounts | (216) | $ (216) | (216) | $ (135) | $ (135) | $ (135) |
Accounts receivable, net | 66,246 | 60,981 | ||||
Contract receivables | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Accounts receivable, gross | 50,642 | 44,696 | ||||
Contract retainage | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Accounts receivable, gross | $ 15,820 | $ 16,501 |
Accounts receivable, net of a35
Accounts receivable, net of allowance - Activity in the allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Allowance for doubtful accounts at beginning of period | $ 216 | $ 135 | $ 216 | $ 135 |
Plus: (reduction in) provision for allowances | 0 | 0 | 0 | 0 |
Less: write-offs, net of recoveries | 0 | 0 | 0 | 0 |
Allowance for doubtful accounts at period end | 216 | 135 | 216 | 135 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Customer dispute included in gross profit | $ 16,799 | $ 14,204 | 13,714 | $ 22,268 |
One Customer | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Customer dispute included in gross profit | $ 5,600 |
Contracts in progress - Costs i
Contracts in progress - Costs in excess of billings and billings in excess of costs (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Contractors [Abstract] | ||
Costs on contracts in progress | $ 800,719 | $ 861,050 |
Estimated earnings on contracts in progress | 115,806 | 131,997 |
Costs on contracts and estimated earnings on contracts in progress | 916,525 | 993,047 |
Less: billings on contracts in progress | (893,925) | (981,832) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 44,712 | 18,613 |
Billings in excess of costs and earnings on uncompleted contracts | (22,112) | (7,398) |
Net underbillings | 22,600 | 11,215 |
Provision for loss on contracts | $ 230 | $ 0 |
Contracts in progress - Schedul
Contracts in progress - Schedule of contracts receivable, claims and uncertain amounts (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Contractors [Abstract] | ||
Gross amount of unresolved change orders and claims | $ 19,185 | $ 33,479 |
Valuation allowance | 0 | 0 |
Net amount of unresolved change orders and claims | $ 19,185 | $ 33,479 |
Property, plant and equipment38
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 52,884 | $ 52,884 | $ 48,675 | ||
Accumulated depreciation | (21,640) | (21,640) | (17,770) | ||
Property, plant and equipment, net | 31,244 | 31,244 | 30,905 | ||
Depreciation expense | 1,975 | $ 1,162 | 3,917 | $ 2,089 | |
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 977 | 977 | 416 | ||
Construction equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 49,955 | 49,955 | 46,404 | ||
Office equipment, furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 1,595 | 1,595 | 1,451 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 357 | $ 357 | $ 404 |
Fair value of financial instr39
Fair value of financial instruments - Fair Value Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 69,373 | $ 0 |
Fair value on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 69,373 | |
Fair value on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | |
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | |
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 69,373 |
Fair value of financial instr40
Fair value of financial instruments - Reconciliation of Level 3 Inputs (Details) - Contingent consideration $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration issued during merger | $ 69,373 |
Ending Balance, June 30, 2018 | $ 69,373 |
Fair value of financial instr41
Fair value of financial instruments - Narrative (Details) | Mar. 26, 2018shares |
Fair Value Disclosures [Abstract] | |
InitialContingentShares | 9,000,000 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 57,160 | $ 33,674 |
Less - Current portion | (3,360) | 0 |
Line of credit - short-term | 0 | (33,674) |
Less - Debt issuance costs | (1,965) | 0 |
Long-term debt | 51,835 | 0 |
Line of credit | Old credit facility (short term) | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 33,674 |
Line of credit | New credit facility (long-term) | ||
Debt Instrument [Line Items] | ||
Total debt | 34,000 | 0 |
Term loan - long term | ||
Debt Instrument [Line Items] | ||
Total debt | $ 19,800 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($)drawdown | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 57,160,000 | $ 33,674,000 | |
Letters of credit contingently liable for | 6,179,000 | 5,934,000 | |
Surety bonds | $ 732,240,000 | $ 535,529,000 | |
Line of credit | |||
Debt Instrument [Line Items] | |||
Interest rate on debt | 5.83% | 4.50% | |
Line of credit | Old credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 33,674,000 | |
Line of credit | New credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | 34,000,000 | 0 | |
Maximum borrowing capacity | $ 50,000,000 | ||
Line of credit | New credit facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 3.00% | ||
Line of credit | New credit facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 2.00% | ||
Term loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 19,800,000 | $ 0 | |
Outstandingdebtbalanceontermloan | $ 23,160,000 | ||
Face amount of loan | $ 50,000,000 | ||
Debt instrument, term | 2 years | ||
Debt instrument, number of drawdowns | drawdown | 4 | ||
Percentage of draw equal to amortization of principal | 3.50% | ||
Debt instrument, covenant compliance, maximum leverage ratio | 2.75 | ||
Debt instrument, covenant compliance, minimum liquidity | $ 20,000,000 |
Debt - Long Term Debt and Capit
Debt - Long Term Debt and Capital Lease Obligations (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 5,663 |
2,019 | 11,203 |
2,020 | 11,445 |
2,021 | 51,972 |
2,022 | 0 |
Thereafter | 0 |
Total contractual obligations (1) | $ 80,283 |
Commitments and contingencies -
Commitments and contingencies - Lease Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Capital lease obligations | $ 20,672 | $ 20,672 | $ 20,590 | ||
Capital leased assets, gross | 29,713 | 29,713 | 27,005 | ||
Capital leased assets, accumulated depreciation | (5,584) | (5,584) | (2,817) | ||
Capital leased assets, net | 24,129 | 24,129 | $ 24,188 | ||
Operating leases, rent expense | $ 496 | $ 427 | $ 989 | $ 807 |
Commitments and contingencies46
Commitments and contingencies - Deferred Compensation Narrative (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018USD ($)planindividual | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation, number of plans | plan | 2 | ||
Deferred compensation, number of individuals covered under supplemental executive retirement plan | individual | 4 | ||
Four individual executives | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation, maximum contractual term | 20 years | ||
Deferred compensation, expected payments for next fiscal year | $ 93 | ||
Deferred compensation, maximum aggregate payments per year if all participants were retired | 255 | ||
Deferred compensation, recorded liability | 3,186 | $ 3,356 | |
Executive management | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Deferred compensation, recorded liability | 2,077 | $ 1,674 | |
Deferred compensation, compensation expense | $ 1,797 | $ 1,538 |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
2018 | Interstate Power and Light Company | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 20.70% | 20.90% | ||
2018 | Trishe Wind Ohio, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.90% | |||
2018 | Upstream Wind Energy, LLC [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.50% | 10.70% | ||
2018 | EDP Renewables [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10.70% | |||
2018 | Stella Wind Farm, LLC [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.20% | 12.10% | ||
2018 | Bruenning's Breeze Wind Farm, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 16.30% | |||
2018 | Cimmarron Bend II Wind Project, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.00% | |||
2018 | Interstate Power and Light Company | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 34.70% | 23.40% | ||
2018 | Twin Forks Wind Farm, LLC [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 22.10% | 17.50% | ||
2018 | Quilt Block Wind Farm, LLC [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 15.20% | 10.20% | ||
Accounts Receivable % | Interstate Power and Light Company | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 26.90% | |||
Accounts Receivable % | Trishe Wind Ohio, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 17.00% | |||
Accounts Receivable % | EDP Renewables [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10.40% | |||
Accounts Receivable % | Stella Wind Farm, LLC [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 13.80% | |||
Accounts Receivable % | EDF Renewable Development, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.00% | |||
Accounts Receivable % | Interstate Power and Light Company | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 15.00% |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Contingency [Line Items] | ||||
Statutory federal tax rate | 21.00% | 34.00% | ||
Effective tax rates | 19.33% | 35.99% | 15.78% | 35.78% |
Increase (decrease) in uncertain tax positions | $ 0 | $ 0 | ||
Minimum | ||||
Income Tax Contingency [Line Items] | ||||
State tax rate | 5.50% | |||
Maximum | ||||
Income Tax Contingency [Line Items] | ||||
State tax rate | 12.00% |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Cayman Holdings | Credit Support Fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related parties | $ 0 | $ 430 | $ 231 | $ 855 | |
Oaktree | Clinton Lease Agreement | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related parties | $ 153 | $ 306 | |||
Term of operating lease | 20 years |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] | Aug. 09, 2018USD ($) |
Subsequent Event [Line Items] | |
Business Combination, Consideration Transferred | $ 145 |
JefferiesCreditFacility | 325 |
JefferiesFirstLienTermLoan | 200 |
JefferiesAssetBasedRCF | 50 |
JefferiesDelayedTermLoan | $ 75 |