Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Entity Central Index Key | 0001652362 | |
Document Fiscal Year Focus | 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-37796 | |
Entity Registrant Name | Infrastructure & Energy Alternatives, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-4787177 | |
Entity Address, Address Line One | 6325 Digital Way | |
Entity Address, Address Line Two | Suite 460 | |
Entity Address, City or Town | Indianapolis | |
Entity Address, State or Province | IN | |
Entity Address, Postal Zip Code | 46278 | |
City Area Code | 765 | |
Local Phone Number | 828-2580 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,789,262 | |
Common Stock, $0.0001 par value | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | IEA | |
Security Exchange Name | NASDAQ | |
Warrants for Common Stock | ||
Title of 12(b) Security | Warrants for Common Stock | |
Trading Symbol | IEAWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 57,298 | $ 147,259 |
Accounts receivable, net | 186,302 | 203,645 |
Contract Assets | 216,513 | 179,303 |
Prepaid expenses and other current assets | 20,298 | 16,855 |
Total current assets | 480,411 | 547,062 |
Property, plant and equipment, net | 131,558 | 140,488 |
Operating Lease, Right-of-Use Asset | 38,460 | 43,431 |
Intangible Assets, Net (Excluding Goodwill) | 27,280 | 37,272 |
Goodwill | 37,373 | 37,373 |
Company-owned life insurance | 3,905 | 4,752 |
Deferred Income Tax Assets, Net | 3,178 | 12,992 |
Other Assets, Noncurrent | 278 | 1,551 |
Total assets | 722,443 | 824,921 |
Current liabilities: | ||
Accounts Payable, Current | 117,320 | 177,783 |
Accrued Liabilities, Current | 156,467 | 158,103 |
Contract Liabilities | 73,999 | 115,634 |
Current portion of finance lease obligations | 23,766 | 23,183 |
Operating Lease, Liability, Current | 9,110 | 9,628 |
Current portion of long-term debt | 2,661 | 1,946 |
Total current liabilities | 383,323 | 486,277 |
Finance lease obligations, less current portion | 33,205 | 41,055 |
Operating Lease, Liability, Noncurrent | 30,896 | 34,572 |
Long-term Debt | 159,150 | 162,901 |
Debt - Series B Preferred Stock | 171,878 | 166,141 |
Series B Preferred Stock - warrant obligations | 8,200 | 17,591 |
Deferred compensation | 7,865 | 8,004 |
Total liabilities | 794,517 | 916,541 |
Commitments and contingencies: | ||
Series A Preferred Stock, par value, $0.0001 per share; 100,000,000 shares authorized; 17,483 shares and 17,483 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 17,483 | 17,483 |
Stockholders' equity (deficit): | ||
Common stock, par value, $0.0001 per share; 150,000,000 and 100,000,000 shares authorized; 20,983,584 and 20,460,533 shares issued and 20,983,584 and 20,446,811 outstanding at September 30, 2020 and December 31, 2019, respectively | 2 | 2 |
Treasury stock, 13,722 shares at cost at December 31, 2019, respectively. | 0 | (76) |
Additional paid in capital | 34,517 | 17,167 |
Accumulated deficit | (124,076) | (126,196) |
Total stockholders' equity (deficit) | (89,557) | (109,103) |
Total liabilities and stockholders' equity (deficit) | $ 722,443 | $ 824,921 |
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) | 17,483 | 17,483 |
Preferred stock, shares outstanding | 17,483 | 17,483 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 100,000,000 |
Common stock, shares, issued | 20,983,584 | 20,460,533 |
Common stock, shares, outstanding | 20,983,584 | 20,446,811 |
Treasury Stock, Shares | 13,722 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
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) | 17,483 | 17,483 |
Preferred stock, shares outstanding | 17,483 | 17,483 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 100,000,000 |
Common stock, shares, issued | 20,983,584 | 20,460,533 |
Common stock, shares, outstanding | 20,983,584 | 20,446,811 |
Treasury Stock, Shares | 13,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 522,232 | $ 422,022 | $ 1,360,999 | $ 939,764 |
Cost of revenue | 463,343 | 369,152 | 1,214,828 | 849,728 |
Gross profit | 58,889 | 52,870 | 146,171 | 90,036 |
Selling, general and administrative expenses | 29,656 | 31,313 | 87,214 | 84,945 |
Income from operations | 29,233 | 21,557 | 58,957 | 5,091 |
Other income (expense), net: | ||||
Interest expense | (14,975) | (13,959) | (47,240) | (35,822) |
Other (expense) income | 3,161 | 4,455 | 428 | 22,557 |
Income (loss) before benefit for income taxes | 17,419 | 12,053 | 12,145 | (8,174) |
(Provision) benefit for income taxes | (6,153) | 556 | (10,025) | 3,352 |
Net income (loss) | 11,266 | 12,609 | 2,120 | (4,822) |
Less: Convertible Preferred Stock dividends | (619) | (759) | (1,991) | (2,202) |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | (4,247) | 0 | (23,082) |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | (2,854) | 0 | (35) | 0 |
Net Income (Loss) Available to Common Stockholders, Basic | $ 7,793 | $ 7,603 | $ 94 | $ (30,106) |
Earnings Per Share, Basic | $ 0.37 | $ 0.37 | $ 0 | $ (1.47) |
Earnings Per Share, Diluted | $ 0.32 | $ 0.24 | $ 0 | $ (1.47) |
Weighted Average Number of Shares Outstanding, Basic | 20,968,271 | 20,446,811 | 20,748,193 | 20,425,801 |
Weighted Average Number of Shares Outstanding, Diluted | 35,336,064 | 35,419,432 | 20,748,193 | 20,425,801 |
Condensed Statements of Stockho
Condensed Statements of Stockholders Equity (Deficit) Statement - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock, $0.0001 par value | Common Stock, $0.0001 par valueCommon Stock, $0.0001 par value | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Common Stock, $0.0001 par value | Treasury Stock [Member] | Treasury Stock [Member]Treasury Stock [Member] | Retained Earnings [Member] |
Beginning Balance Shares, Issued at Dec. 31, 2018 | 22,155 | 0 | ||||||
Beginning Balance Stockholder's equity at Dec. 31, 2018 | $ (131,178) | $ 2 | $ 4,751 | $ 0 | $ (135,931) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (23,639) | (23,639) | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 1,040 | 1,040 | ||||||
Stock Issued During Period, Shares, New Issues | 111 | |||||||
Stock Issued During Period, Value, New Issues | 159 | $ 0 | $ 235 | |||||
Adjustments to Additional Paid in Capital, Business Combination | (2,754) | (2,754) | ||||||
Effect of Change in Accounting Principle Topic 606 | 750 | 750 | ||||||
Treasury Stock, Shares | (14) | |||||||
Dividends, Preferred Stock, Stock | (525) | (525) | ||||||
Ending Balance Shares, Issued at Mar. 31, 2019 | 22,266 | (14) | ||||||
Ending Balance Stockholder's equity at Mar. 31, 2019 | (150,639) | $ 2 | 5,501 | $ (76) | (156,066) | |||
Beginning Balance Shares, Issued at Dec. 31, 2018 | 22,155 | 0 | ||||||
Beginning Balance Stockholder's equity at Dec. 31, 2018 | (131,178) | $ 2 | 4,751 | $ 0 | (135,931) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (4,822) | |||||||
Effect of Change in Accounting Principle Topic 606 | 750 | |||||||
Ending Balance Shares, Issued at Sep. 30, 2019 | 20,461 | (14) | ||||||
Ending Balance Stockholder's equity at Sep. 30, 2019 | (119,305) | $ 2 | 18,018 | $ (76) | (137,249) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Treasury Stock, Value | $ (76) | |||||||
Beginning Balance Shares, Issued at Mar. 31, 2019 | 22,266 | (14) | ||||||
Beginning Balance Stockholder's equity at Mar. 31, 2019 | (150,639) | $ 2 | 5,501 | $ (76) | (156,066) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 6,208 | 6,208 | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 720 | 720 | ||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 9,422 | 9,422 | ||||||
Dividends, Preferred Stock, Stock | (918) | (918) | ||||||
Ending Balance Shares, Issued at Jun. 30, 2019 | 22,266 | (14) | ||||||
Ending Balance Stockholder's equity at Jun. 30, 2019 | (135,207) | $ 2 | 14,725 | $ (76) | (149,858) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 12,609 | 12,609 | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 1,052 | 1,052 | ||||||
Earnout Founder Shares | 0 | (1,805) | ||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 3,000 | 3,000 | ||||||
Dividends, Preferred Stock, Stock | (759) | (759) | ||||||
Ending Balance Shares, Issued at Sep. 30, 2019 | 20,461 | (14) | ||||||
Ending Balance Stockholder's equity at Sep. 30, 2019 | (119,305) | $ 2 | 18,018 | $ (76) | (137,249) | |||
Beginning Balance Shares, Issued at Dec. 31, 2019 | 20,461 | (14) | ||||||
Beginning Balance Stockholder's equity at Dec. 31, 2019 | (109,103) | $ 2 | 17,167 | $ (76) | (126,196) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (12,743) | (12,743) | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 1,113 | 1,113 | ||||||
Stock Issued During Period, Shares, New Issues | 240 | |||||||
Stock Issued During Period, Value, New Issues | 196 | $ 0 | 280 | |||||
Adjustments to Additional Paid in Capital, Warrant Issued | 15,631 | 15,631 | ||||||
Treasury Stock, Shares | (38) | |||||||
Dividends, Preferred Stock, Stock | (766) | (766) | ||||||
Ending Balance Shares, Issued at Mar. 31, 2020 | 20,701 | (52) | ||||||
Ending Balance Stockholder's equity at Mar. 31, 2020 | (105,672) | $ 2 | 33,425 | $ (160) | (138,939) | |||
Beginning Balance Shares, Issued at Dec. 31, 2019 | 20,461 | (14) | ||||||
Beginning Balance Stockholder's equity at Dec. 31, 2019 | (109,103) | $ 2 | 17,167 | $ (76) | (126,196) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 2,120 | |||||||
Ending Balance Shares, Issued at Sep. 30, 2020 | 20,984 | 0 | ||||||
Ending Balance Stockholder's equity at Sep. 30, 2020 | (89,557) | $ 2 | 34,517 | $ 0 | (124,076) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Treasury Stock, Value | $ (84) | |||||||
Beginning Balance Shares, Issued at Mar. 31, 2020 | 20,701 | (52) | ||||||
Beginning Balance Stockholder's equity at Mar. 31, 2020 | (105,672) | $ 2 | 33,425 | $ (160) | (138,939) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 3,597 | 3,597 | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 844 | 844 | ||||||
Stock Issued During Period, Shares, New Issues | 441 | |||||||
Stock Issued During Period, Value, New Issues | 565 | $ 0 | 800 | |||||
Treasury Stock, Shares | (129) | |||||||
Dividends, Preferred Stock, Stock | (606) | (606) | ||||||
Ending Balance Shares, Issued at Jun. 30, 2020 | 21,142 | (181) | ||||||
Ending Balance Stockholder's equity at Jun. 30, 2020 | (101,272) | $ 2 | 34,463 | $ (395) | (135,342) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Treasury Stock, Value | $ (235) | |||||||
Net income (loss) | 11,266 | 11,266 | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 1,110 | 1,110 | ||||||
Stock Issued During Period, Shares, New Issues | 23 | |||||||
Stock Issued During Period, Value, New Issues | (42) | (42) | ||||||
Treasury Stock, Shares | (181) | 181 | ||||||
Dividends, Preferred Stock, Stock | (619) | (619) | ||||||
Ending Balance Shares, Issued at Sep. 30, 2020 | 20,984 | 0 | ||||||
Ending Balance Stockholder's equity at Sep. 30, 2020 | $ (89,557) | $ 2 | $ 34,517 | $ 0 | $ (124,076) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Treasury Stock, Value | $ (395) | $ 395 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,120 | $ (4,822) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 36,566 | 36,373 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | (23,082) |
Fair Value Adjustment of Warrants | (171) | 0 |
Amortization of Other Deferred Charges | 9,343 | 3,765 |
Share-based compensation expense | 3,067 | 2,812 |
Gain (Loss) on Disposition of Property Plant Equipment | 1,251 | 743 |
Deferred compensation | (139) | 1,494 |
Accrued dividends on Series B Preferred Stock | 7,959 | 4,135 |
Deferred income taxes | 9,814 | (2,323) |
Other Operating Activities, Cash Flow Statement | 287 | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | 17,327 | (19,108) |
Increase (Decrease) in Contract with Customer, Asset | 37,210 | 62,419 |
Prepaid expenses and other assets | (3,288) | (5,938) |
Accounts payable and accrued liabilities | (64,089) | 3,317 |
Increase (Decrease) in Contract with Customer, Liability | (41,635) | 9,580 |
Net cash used in operating activities | (58,798) | (55,473) |
Cash flow from investing activities: | ||
Company-owned life insurance | 847 | (81) |
Purchases of property, plant and equipment | (6,727) | (5,599) |
Proceeds from sale of property, plant and equipment | 4,151 | 7,266 |
Net cash (used in) provided by investing activities | (1,729) | 1,586 |
Cash flows from financing activities: | ||
Proceeds from Long-term Lines of Credit | 72,000 | 50,400 |
Repayments of Long-term Lines of Credit | (83,201) | (121,215) |
Payments of Debt Issuance Costs | 0 | (14,738) |
Payments on finance lease obligations | (19,301) | (15,953) |
Sale Leaseback Transaction, Net Proceeds, Financing Activities | 0 | 24,343 |
Proceeds from Convertible Debt | 350 | 100,000 |
Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised | 718 | 159 |
Merger recapitalization transaction | 0 | 2,754 |
Net cash (used in) provided by financing activities | (29,434) | 25,750 |
Net change in cash and cash equivalents | (89,961) | (28,137) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Period Start | 147,259 | 71,311 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Period End | 57,298 | 43,174 |
Supplemental disclosure of cash and non-cash transactions: | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 30,149 | 28,240 |
Income Taxes Paid, Net | (955) | 250 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 11,691 | 1,992 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 6,028 | 0 |
Dividends, Preferred Stock | $ 1,991 | $ 2,202 |
Business, Basis of Presentation
Business, Basis of Presentation and Significant Accounting Policies (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Business, Basis of Presentation and Significant Accounting Policies Organization and Reportable Segments Infrastructure and Energy Alternatives, Inc., a Delaware corporation, is a holding company organized on August 4, 2015 (together with its wholly-owned subsidiaries, “IEA” or the “Company”). On March 26, 2018, we became a public company by consummating a merger (the “Merger”) pursuant to an Agreement and Plan of Merger, dated November 3, 2017, with M III Acquisition Corporation (“M III”). As of December 31, 2019, the Company's total annual gross revenues exceeded $1.07 billion and thus we are no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). We segregate our business into two reportable segments: the Renewables segment and the Specialty Civil segment. See Note 10. Segments for a description of the reportable segments and their operations. COVID-19 Pandemic During March 2020, the World Health Organization declared a global pandemic related to the rapidly growing outbreak of a novel strain of c oronavirus ( “ COVID-19 ” ). The COVID-19 pandemic has significantly affected economic conditions in the United States and internationally as national, state and local governments reacted to the public health crisis by requiring mitigation measures that have disrupted business activities for an uncertain period of time. The effects of the COVID-19 pandemic could affect the Company’s future business activities and financial results, including; new contract awards, reduced crew productivity, contract amendments/cancellations, higher operating costs and/or delayed project start dates or project shutdowns that may be requested or mandated by governmental authorities or others. The Company believes that the COVID-19 pandemic has not had a material adverse impact on the Company’s financial results for the period ended September 30, 2020. Most of the Company’s construction services are currently deemed essential under governmental mitigation orders and all of our business segments continue to operate. The Company has issued several notices of force majeure for the purpose of recognizing delays in construction schedules due to COVID-19 outbreaks on certain of its teams and has also received notices of force majeure from the owners of certain projects and certain subcontractors. Management does not believe that any delays on projects related to these events of force majeure will have a material impact on its results of operations. Management’s top priority has been to take appropriate actions to protect the health and safety of the Company's employees, customers and business partners, including adjusting the Company's standard operating procedures to respond to evolving health guidelines. Management believes that it is taking appropriate steps to mitigate any potential impact to the Company; however, given the uncertainty regarding the potential effects of the COVID-19 pandemic, any future impacts cannot be quantified or predicted with specificity. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions for Quarterly Reports on Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Adjustments necessary to arrive at net income (loss) available for common stockholders, previously disclosed in Note 8. Earnings Per Share , have been added to the prior period presentation of the consolidated statements of operations to be comparable with the current period presentation. The unaudited condensed consolidated financial statements include the accounts of IEA and its wholly-owned domestic and foreign subsidiaries and in the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the results of operations for the interim periods presented. The results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s 2019 Annual Report on Form 10-K. Basis of Accounting and Use of Estimates The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and project profit or loss; fair value estimates; valuations of goodwill and intangible assets; asset lives used in computing depreciation and amortization; 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 its 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 The Company adopted the requirements of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which is also referred to as Accounting Standards Codification (“ASC”) Topic 606, under the modified retrospective transition approach effective January 1, 2019, with application to all existing contracts that were not substantially completed as of January 1, 2019. The Company adopted this standard for interim periods beginning after December 31, 2019, and recorded adjustments to the previously issued quarterly financial statements for the nine months ended September 30, 2019. The impacts of adoption on the Company’s retained earnings on January 1, 2019 was primarily related to variable consideration on unapproved change orders. The cumulative impact of adopting Topic 606 required net adjustments of $750,000 to the statement of operations among revenue, cost of revenue and income taxes, thereby reducing income for the nine months ended September 30, 2019 and reducing the December 31, 2019 accumulated deficit. The Company also adjusted the September 30, 2019, statement of cash flows to reflect the impact of adoption. Under Topic 606, revenue is recognized when control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Revenue is recognized by the Company primarily over time utilizing the cost-to-cost measure of progress for fixed price contracts and is based on costs for time and materials and other service contracts, consistent with the Company’s previous revenue recognition practices. Contracts The Company derives revenue primarily from construction projects performed under contracts for specific projects requiring the construction and installation of an entire infrastructure system or specified units within an infrastructure system. Contracts contain multiple pricing options, such as fixed price, time and materials, or unit price. Generally, renewable energy projects are performed for private customers while Specialty Civil projects are performed for various governmental entities. Revenue derived from projects billed on a fixed-price basis totaled 98.4% and 98.5% of consolidated revenue from operations for the three months ended September 30, 2020 and 2019, respectively, and totaled 97.6% and 94.1% for the nine months ended September 30, 2020 and 2019, respectively. Revenue and related costs for 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 totaled 1.6% and 1.5% of consolidated revenue from operations for the three months ended September 30, 2020 and 2019, respectively, and totaled 2.4% and 5.9% for the nine months ended September 30, 2020 and 2019, respectively. Construction contract r evenue is recognized over time using the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best depicts the continuous transfer of control of goods or services to the customer. The contractual terms provide that the customer compensates the Company for services rendered. Contract costs include all direct materials, labor and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and the costs of capital equipment. The cost estimation and review process for recognizing revenue over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors could result in revisions to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect the Company’s results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined. Performance Obligations A performance obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the performance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are generally not distinct from the existing contract due to the significant integrated service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. With the exception of certain Specialty Civil service contracts, the majority of the Company’s performance obligations are generally completed within one year. When more than one contract is entered into with a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as more than one performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts, which could change the amount of revenue and profit recognition in a given period depending upon the outcome of the evaluation. Remaining performance obligations represent the amount of unearned transaction prices for contracts, including approved and unapproved change orders. As of September 30, 2020, the amount of the Company’s remaining performance obligations was $886.2 million. The Company expects to recognize approximately 37.3% of its remaining performance obligations as revenue during 2020. Revenue recognized from performance obligations satisfied in previous periods was $(0.8) million and $4.1 million for the three months ended September 30, 2020 and 2019, respectively, and $(4.4) million and $8.0 million for the nine months ended September 30, 2020 and 2019, respectively. Variable Consideration Transaction pricing for the Company’s contracts may include variable consideration, such as unapproved change orders, claims, incentives and liquidated damages. Management estimates variable consideration for a performance obligation utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Management’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based on legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer and all other relevant information that is reasonably available. The effect of a change in variable consideration on the transaction price of a performance obligation is typically recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. As of September 30, 2020 and year ended December 31, 2019, the Company included approximately $67.1 million and $73.3 million, respectively, of unapproved change orders and/or claims in the transaction price for certain contracts that were in the process of being resolved in the normal course of business, including through negotiation, arbitration and other proceedings. These transaction price adjustments are included within Contract Assets or Contract Liabilities as appropriate. The Company actively engages with its customers to complete the final change order approval process, and generally expects these processes to be completed within one year. Amounts ultimately realized upon final acceptance by customers could be higher or lower than such estimated amounts. Disaggregation of Revenue The following tables disaggregate revenue by customers and services performed, which the Company believes best depicts how the nature, amount, timing and uncertainty of its revenue: (in thousands) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Renewables Segment Wind $ 261,754 $ 242,586 827,442 $ 493,689 Solar 65,297 68 72,617 2,145 $ 327,051 $ 242,654 $ 900,059 $ 495,834 Specialty Civil Segment Heavy civil $ 119,713 $ 113,829 264,656 $ 250,114 Rail 52,955 40,725 132,333 121,113 Environmental 22,513 24,814 63,951 72,703 $ 195,181 $ 179,368 $ 460,940 $ 443,930 Concentrations The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Revenue % Three Months Ended Nine Months Ended Accounts Receivable % September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 September 30, 2020 December 31, 2019 Company A (Specialty Civil Segment) * * * 11.7 % * * * Amount was not above 10% threshold Recently Adopted Accounting Standards - Guidance Adopted in 2020 In August 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. ASU 2018-13 was effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Certain disclosures per ASU 2018-13 were applied on a retrospective basis and others on a prospective basis. We adopted the standard on January 1, 2020, and it did not have an impact on our disclosures for fair value measurements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) , ” which is effective for annual reporting periods beginning after December 15, 2018. Under Topic 842, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and ii) 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. Topic 842 requires entities to adopt the new lease standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. The Company adopted Topic 842 using the modified retrospective method as of January 1, 2019 and for interim periods beginning after December 31, 2019, without adjusting comparative periods in the financial statements. The most significant effect of the new guidance was the recognition of operating lease right-of-use assets and a liability for operating leases as of December 31, 2019. The accounting for finance leases (capital leases) was substantially unchanged. The Company elected to utilize permissible practical expedients that allowed entities to: (1) not reassess whether any expired or existing contracts were or contained leases; (2) retain the existing classification of lease contracts as of the date of adoption; (3) not reassess initial direct costs for any existing leases; and (4) not separate non-lease components for all classes of leased assets. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial assets, including trade accounts receivables. The expected credit loss methodology under ASU 2016-13 is based on historical experience, current conditions and reasonable and supportable forecasts, and replaces the probable/incurred loss model for measuring and recognizing expected losses under current GAAP. The ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The ASU and its related clarifying updates are effective for smaller reporting companies for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We are still evaluating the new standard but do not expect it to have a material impact on our estimate of the allowance for uncollectable accounts. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective, or prospective basis. We are currently evaluating the potential effects of adopting the provisions of ASU No. 2019-12. 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. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Contractors [Abstract] | |
Contract Assets and Liabilities | Contract Assets and Liabilities The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is accounted for as a contract asset. Sometimes we receive advance payments or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is accounted for as a contract liability. Contract assets in the Condensed Consolidated Balance Sheets represent the following: • costs and estimated earnings in excess of billings, which arise when revenue has been recorded but the amount has not been billed; and • retainage amounts for the portion of the contract price billed by us for work performed but held for payment by the customer as a form of security until we reach certain construction milestones or complete the project. Contract assets consist of the following: (in thousands) September 30, 2020 December 31, 2019 Costs and estimated earnings in excess of billings on uncompleted contracts $ 79,801 $ 91,543 Retainage receivable 136,712 87,760 216,513 179,303 Contract liabilities consist of the following: (in thousands) September 30, 2020 December 31, 2019 Billings in excess of costs and estimated earnings on uncompleted contracts $ 73,495 $ 115,570 Loss on contracts in progress 504 64 $ 73,999 $ 115,634 The contract receivables amount as of December 31, 2019 included unapproved change orders of approximately $9.2 million for which the Company was pursuing settlement through dispute resolution. The Company agreed to settle the unapproved change order dispute in the second quarter. Revenue recognized for the three and nine months ended September 30, 2020, that was included in the contract liability balance at December 31, 2019 was approximately $5.8 million and $114.5 million, respectively, and revenue recognized for the three and nine months ended September 30, 2019, that was included in the contract liability balance at December 31, 2018 was approximately $3.3 million and $53.3 million, respectively. Activity in the allowance for doubtful accounts for the periods indicated is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2020 2019 2020 2019 Allowance for doubtful accounts at beginning of period $ 89 $ 102 $ 75 $ 42 Plus: provision for (reduction in) allowance — 30 14 90 Less: write-offs, net of recoveries — (81) — (81) Allowance for doubtful accounts at period end $ 89 $ 51 $ 89 $ 51 |
Property, plant and equipment,
Property, plant and equipment, net | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | Property, Plant and Equipment, Net Property, plant and equipment consisted of the following: (in thousands) September 30, 2020 December 31, 2019 Buildings and leasehold improvements $ 3,420 $ 2,919 Land 17,600 17,600 Construction equipment 180,570 173,434 Office equipment, furniture and fixtures 3,618 3,487 Vehicles 12,921 6,087 218,129 203,527 Accumulated depreciation (86,571) (63,039) Property, plant and equipment, net $ 131,558 $ 140,488 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Intangible Assets, Net The following table provides the changes in the carrying amount of goodwill, by segment: (in thousands) Renewables Specialty Civil Total January 1, 2019 $ 3,020 $ 37,237 $ 40,257 Acquisition adjustments — (2,884) (2,884) December 31, 2019 $ 3,020 $ 34,353 $ 37,373 Adjustments — — — September 30, 2020 $ 3,020 $ 34,353 $ 37,373 Intangible assets consisted of the following as of the dates indicated: September 30, 2020 December 31, 2019 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer relationships $ 26,500 $ (7,534) $ 18,966 5.25 years $ 26,500 $ (4,695) $ 21,805 6 years Trade name 13,400 (5,315) 8,085 3.25 years 13,400 (3,305) 10,095 4 years Backlog 13,900 (13,671) 229 3 months 13,900 (8,528) 5,372 1 year $ 53,800 $ (26,520) $ 27,280 $ 53,800 $ (16,528) $ 37,272 Amortization expense associated with intangible assets for the three months ended September 30, 2020 and 2019, totaled $3.3 million and $3.4 million, respectively, and $10.0 million and $10.3 million for the nine months ended September 30, 2020 and 2019, respectively. The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2020 through 2024: (in thousands) Remainder of 2020 2021 2022 2023 2024 Amortization expense $ 1,846 $ 6,466 $ 6,466 $ 5,841 $ 3,785 |
Fair value of financial instrum
Fair value of financial instruments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement, which establishes a framework for measuring fair value. 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 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 — Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities listed on active market exchanges. 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 liabilities measured at fair value on a recurring basis: September 30, 2020 December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Series B Preferred Stock - Anti-dilution warrants $ — $ — $ 7,800 $ 7,800 $ — $ — $ 4,317 $ 4,317 Series B-1 Preferred Stock - Performance warrants — — 400 400 — — 400 400 Series B-3 Preferred - Closing Warrants — — — — — — 11,491 11,491 Rights Offering — — — — — — 1,383 1,383 Total liabilities $ — $ — $ 8,200 $ 8,200 $ — $ — $ 17,591 $ 17,591 The following is a reconciliation of the beginning and ending balances of recurring fair value measurements using Level 3 inputs: (in thousands) Series B Preferred Stock - Anti-dilution warrants Series B-1 Preferred Stock - Performance warrants Series B-3 Preferred - Closing Warrants Rights Offering Beginning Balance, December 31, 2019 $ 4,317 $ 400 $ 11,491 $ 1,383 Fair value adjustment - (gain) loss recognized in other income (1,491) — 1,677 (1,383) Transfer to non-recurring fair value instrument (liability) 7,400 — — — Transfer to non-recurring fair value instrument (equity) (2,426) — (13,168) — Ending Balance, September 30, 2020 $ 7,800 $ 400 $ — $ — In 2019, the Company entered into three equity agreements and issued Series B Preferred Stock as discussed in Note 6. Debt and Series B Preferred Stock . The agreements require that on the conversion of any of the Convertible Series A Preferred Stock to common shares, the Series B Preferred Stock will receive additional warrants (Anti-dilution Warrants) to purchase common shares at a price of $0.0001 per share. The agreements also require that if the Company fails to meet a certain Adjusted EBITDA (as that term is defined in the agreements) threshold on a trailing twelve-month basis from May 31, 2020 through April 30, 2021, the Series B Preferred Stock will receive additional warrants (Performance Warrants) to purchase common shares at $0.0001 per share. On May 20, 2019, the conversion rights for the Series A Preferred Stock were amended to allow the holders of Series A Preferred Stock to convert all or any portion of Series A Preferred Stock outstanding at any point in time. The information below describes the balance sheet classification and the recurring fair value measurement for these two requirements: Series B Preferred Stock - Anti-dilution Warrants (recurring) - The number of common shares attributable to the warrants issued to Series B Preferred Stockholders upon conversion by Series A Preferred Stockholders is determined on a 30-day volume weighted average. The Anti-dilution warrant liability was valued using the stock price at the end of the quarter and were recorded as a liability. Series B-1 Preferred Stock - Performance Warrants (recurring) - In 2019, the warrant liability was recorded at fair value as a liability, using a Monte Carlo Simulation based on certain significant unobservable inputs, such as a risk rate premium, Adjusted EBITDA volatility, stock price volatility and projected Adjusted EBITDA for the Company. 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, approximates fair value due to their floating interest rates. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Series B Preferred Stock | Debt and Series B Preferred Stock Debt consists of the following obligations as of: (in thousands) September 30, 2020 December 31, 2019 Term loan $ 173,345 $ 182,687 Commercial equipment notes 6,303 4,456 Total principal due for long-term debt 179,648 187,143 Unamortized debt discount and issuance costs (17,837) (22,296) Less: Current portion of long-term debt (2,661) (1,946) Long-term debt, less current portion $ 159,150 $ 162,901 Debt - Series B Preferred Stock $ 184,100 $ 180,444 Unamortized debt discount and issuance costs (12,222) (14,303) Long-term Series B Preferred Stock $ 171,878 $ 166,141 The weighted average interest rate for the term loan as of September 30, 2020 and December 31, 2019, was 7.06% and 10.35%, respectively. Debt Covenants The term loan is governed by the terms of the Third A&R Credit Agreement, which include customary affirmative and negative covenants and provide for customary events of default, which include, nonpayment of principal or interest and failure to timely deliver financial statements. Under the Third A&R Credit Agreement, the financial covenant provides that the First Lien Net Leverage Ratio (as defined therein) may not exceed (i) prior to the fiscal quarter ending December 31, 2019, 4.75:1.0, (ii) for the four fiscal quarters ending December 31, 2020, 3.50:1.0, (iii) for the four fiscal quarters ending December 31, 2021, 2.75:1.0, and (iv) for all subsequent quarters, 2.25:1.0. The Third A&R Credit Agreement also includes certain limitations on the payment of cash dividends on the Company's common shares and provides for other restrictions on (subject to certain exceptions) liens, indebtedness (including guarantees and other contingent obligations), investments (including loans, advances and acquisitions), mergers and other fundamental changes and sales and other dispositions of property or assets, among others. Debt - Series B Preferred Stock In 2019, the Company entered into three equity agreements with Ares Management, LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts (“Ares”) and funds managed by Oaktree Capital Management (“Oaktree”). These resulted in Series B-1 Preferred Stock (the “Series B-1 Preferred Stock”), Series B-2 Preferred Stock (the “Series B-2 Preferred Stock”) and Series B-3 Preferred Stock (the “Series B-3 Preferred Stock”) (collectively referred to as “Series B Preferred Stock”). The Series B Preferred Stock is a mandatorily redeemable financial instrument under ASC Topic 480 and has been recorded as a liability using the effective interest rate method for each tranche. The mandatory redemption date for all tranches of the Series B Preferred is February 15, 2025. The Series B Preferred Stock requires quarterly dividend payments calculated at a 12% annual rate on all outstanding Series B Preferred Stock when the Company’s First Lien Net Leverage Ratio (as defined in the Third A&R Credit Agreement) is less than or equal to 1.50:1.0 and a 13.5% rate if the ratio if greater. The Series B Preferred Stock agreements allow the Company to accrue, but not pay, the dividends at a 15.0% annual rate. Accrued dividends increase the amount of Series B Preferred Stock. Accrued dividends were $18.3 million and $10.4 million at September 30, 2020 and December 31, 2019, respectively. Prior to June 30, 2020, the Company accrued its Series B Preferred Stock payments; the June 30, 2020 and September 30, 2020 payments were made in cash. Dividend payments are not deductible in calculating the Company’s federal and state income taxes. In connection with each of the Series B Preferred Stock transactions, the Company provided warrants with an exercise price of $0.0001 as follows: • On May 20, 2019, the Company received $50.0 million at the closing of the Series B-1 Preferred Stock and issued 2,545,934 warrants which was an amount equal to 10% of the issued and outstanding common stock of the Company based on the Company's fully diluted share count. The warrants were valued at the closing stock price of $4.21 and were recorded as additional paid in capital. • On August 30, 2019, the Company received $50.0 million at the closing of the Series B-2 Preferred Stock and issued 900,000 warrants. The warrants were valued at the closing stock price of $3.75 and recorded as additional paid in capital. • On November 14, 2019, the Company received $80.0 million and issued 3,568,750 warrants which were initially valued at the closing stock price of $2.20 and were recorded as a liability. On January 21, 2020 the Company received shareholder approval for the issuance of the warrants and the liability was marked to market at a price of $3.69 and recorded as additional paid in capital. • On November 14, 2019, the holders of Series A Preferred Stock converted 50% of their shares to Series B Preferred Stock thereby reducing the potential dilution of converted shares. The holders of Series A Preferred Stock were issued 657,383 warrants which were initially valued at the closing stock price of $2.20 and were recorded as a liability. On January 21, 2020, the Company received shareholder approval for the issuance of the warrants and the liability was marked to market at a price of $3.69 and recorded as additional paid in capital. • As a part of the Series B-3 Preferred Stock transactions, the Company conducted a rights offering which provided common shareholders a right to purchase Series B Preferred Stock and warrants. The offering was initially valued using a Black-Scholes model and was recorded as a liability. On March 4, 2020, the rights offering was completed. The Company received $350 and issued 12,029 warrants valued at a closing price of $3.08. The liability was transferred to additional paid in capital. • The Series B-3 Preferred Stock agreement also required that the Company issue additional Series B Preferred Stock of approximately $15.0 million in 2019 (the 2019 Commitment) and $15.0 million (the 2020 Commitment) if the Company did not attain specified debt and liquidity levels. The Company met the 2019 Commitments at the end of 2019, and the 2019 Commitment was cancelled. On July 22, 2020, the Company and Series B Preferred Stockholders entered into an agreement which terminated the 2020 Commitment and the Company paid $1,322 (recorded as interest expense) in full satisfaction of the 2019 Commitment and 2020 Commitment Fees and reimbursed certain expenses in the amount of $344 (recorded as Selling, general and administrative expenses). Contractual Maturities Contractual maturities of the Company's outstanding principal on debt obligations as of September 30, 2020: (in thousands) Maturities Remainder of 2020 $ 3,717 2021 1,229 2022 15,859 2023 29,735 2024 129,108 Thereafter — Total contractual maturities $ 179,648 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and Contingencies In the ordinary course of business, the Company enters into agreements that provide financing for its machinery and equipment, facility and vehicle needs. The Company reviews these agreements for potential lease classification, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Under Topic 842, leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the condensed consolidated balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment as these are based on the facts and circumstances related to each specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business need are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined. Otherwise, the Company's incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation. Finance Leases The Company has obligations, exclusive of associated interest, under various finance leases for equipment totaling $57.0 million and $64.2 million at September 30, 2020 and December 31, 2019, respectively. Gross property under this capitalized lease agreement at September 30, 2020 and December 31, 2019, totaled $121.9 million and $116.1 million, less accumulated depreciation of $49.2 million and $34.0 million, respectively, for net balances of $72.7 million and $82.1 million, respectively. Depreciation expense for assets held under the finance leases is included in cost of revenue in the condensed consolidated statements of operations. The future minimum payments of finance lease obligations are as follows: (in thousands) Remainder of 2020 $ 6,620 2021 24,716 2022 20,949 2023 5,675 2024 1,819 Thereafter 611 Future minimum lease payments 60,390 Less: Amount representing interest (3,419) Present value of minimum lease payments 56,971 Less: Current portion of finance lease obligations 23,766 Finance lease obligations, less current portion $ 33,205 Operating Leases In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facilities, vehicles and equipment. The Company has obligations, exclusive of associated interest, totaling $40.0 million and $44.2 million at September 30, 2020 and December 31, 2019, respectively. Property under these operating lease agreements at September 30, 2020 and December 31, 2019, totaled $38.5 million and $43.4 million, respectively. The Company has long-term power-by-the-hour equipment rental agreements with a construction equipment manufacturer that have a guaranteed minimum monthly hour requirement. The minimum guaranteed amount based on the Company's current operations is $3.2 million per year. Total expense under these agreements are listed in the following table as variable lease costs. The future minimum payments under non-cancelable operating leases are as follows: (in thousands) Remainder of 2020 $ 3,136 2021 10,887 2022 9,123 2023 6,934 2024 3,454 Thereafter 20,650 Future minimum lease payments 54,184 Less: Amount representing interest (14,178) Present value of minimum lease payments 40,006 Less: Current portion of operating lease obligations 9,110 Operating lease obligations, less current portion $ 30,896 Lease Information Three months ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Finance Lease cost: Amortization of right-of-use assets $ 5,281 $ 6,109 $ 16,836 $ 16,954 Interest on lease liabilities 891 1,444 3,017 4,342 Operating lease cost 3,340 2,646 10,307 6,791 Short-term lease cost 49,817 16,969 116,585 31,737 Variable lease cost 891 986 2,835 3,366 Sublease Income (33) (24) (99) (71) Total lease cost $ 60,187 $ 28,130 $ 149,481 $ 63,119 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 891 $ 1,444 $ 3,017 $ 4,342 Operating cash flows from operating leases $ 3,275 $ 4,499 $ 10,003 $ 11,675 Weighted-average remaining lease term - finance leases 2.55 years 2.92 years Weighted-average remaining lease term - operating leases 8.16 years 9.04 years Weighted-average discount rate - finance leases 6.07 % 6.64 % Weighted-average discount rate - operating leases 6.94 % 6.92 % 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, |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings Per Share The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC Topic 260, Earnings per Share . Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares of common stock outstanding during the period. Income (loss) available to common stockholders is computed by deducting the dividends accrued for the period on cumulative preferred stock from net income, contingent consideration fair value adjustments and net income allocated to participating securities. If there is a net loss, the amount of the loss is increased by those preferred dividends and contingent consideration fair value adjustment. Diluted EPS assumes the dilutive effect of (i) contingently issuable earn-out shares, (ii) Series A cumulative convertible preferred stock, using the if-converted method, and (iii) the assumed exercise of in-the-money stock options and warrants and the assumed vesting of outstanding restricted stock units (“RSUs”), using the treasury stock method. Whether the Company has net income, or a net loss determines whether potential issuances of common stock are included in the diluted EPS computation or whether they would be anti-dilutive. As a result, if there is a net loss, 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 the same as basic EPS. The calculations of basic and diluted EPS, are as follows: Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands, except per share data) 2020 2019 2020 2019 Numerator: Net income (loss) $ 11,266 $ 12,609 $ 2,120 $ (4,822) Less: Convertible Preferred Stock dividends (619) (759) (1,991) (2,202) Less: Contingent consideration fair value adjustment — (4,247) — (23,082) Less: Net income allocated to participating securities (1) (2,854) — (35) — Net income (loss) available to common stockholders 7,793 7,603 94 (30,106) Denominator: Weighted average common shares outstanding - basic 20,968,271 20,446,811 20,748,193 20,425,801 Series B Preferred - Warrants 7,683,903 2,845,840 — — Convertible Series A Preferred 4,758,887 11,486,534 — — RSUs 1,925,003 640,247 — — Weighted average common shares outstanding - diluted 35,336,064 35,419,432 20,748,193 20,425,801 Anti-dilutive: (2)(3) Convertible Series A Preferred — — 6,920,305 8,968,856 Series B Preferred - Warrants — — 7,680,981 1,325,779 RSUs — — 1,825,123 542,421 Basic EPS 0.37 0.37 — (1.47) Diluted EPS 0.32 0.24 — (1.47) (1) Series B Preferred - Warrants are considered as participating securities because the holders are entitled to participate in any distributions similar to that of common shareholders. (2) As of September 30, 2020 and 2019, publicly traded warrants to purchase 8,480,000 shares of common stock at $11.50 per share were not considered as dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. (3) As of September 30, 2020 and 2019, there were 504,214 and 646,405 of vested and unvested options and 611,166 and 817,817 unvested RSUs, respectively. These were also not considered as dilutive as the respective exercise price or average stock price required for vesting of such awards was greater than the average market price of the common stock during the period. Series B Preferred Stock Anti-dilution Warrants The Company also had the following potential outstanding warrants related to the Series B Preferred stock issuance. • At September 30, 2020, a total of 1,318,936 warrants calculated on an if-converted method for the conversion of shares related to the outstanding Series A Preferred Stock. As discussed in Note 5. Fair Value of Financial Instruments , these warrants are recorded as a liability. These warrants are not included in the weighted average share calculation as the contingent event (conversion of Series A Preferred Stock) had not occurred at the end of the quarter. • The second set of additional warrants would be issued if the exercise of any warrant with an exercise price of $11.50 or higher. • The final set of additional warrants would be issued if the exercise of any equity issued pursuant to the Company’s long term incentive plan or other equity plan with a strike price of $11.50 or higher. Series A Preferred Stock As of September 30, 2020, we had 17,483 shares of Series A Preferred Stock with a stated value of $1,000 per share plus accumulated dividends. Dividends are paid on the Series A Preferred Stock as, if and when declared by our Board. To extent permitted, dividends are required to be paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31 on the stated value at a rate of 10% per annum. If not paid in cash, dividends will accrue on the stated value and will increase the stated value on and effective as of the applicable dividend date without any further action by the Board at 12% per annum. So long as any shares of Series B Preferred Stock of the Company are currently outstanding or from and after the occurrence of any non-payment event or default event and until cured or waived, the foregoing rates will increase by 2% per annum. As of September 30, 2020, the Company has accrued a cumulative of $3.7 million in dividends to holders of Series A Preferred Stock as a reduction to additional paid-in capital. Contingent Consideration Pursuant to the original merger agreement with M III Acquisition Corp., the Company was required to issue up to an additional 9,000,000 shares of common stock, which should have been fully earned if the final 2019 adjusted EBITDA targets were achieved. As of September 30, 2019, the Company recorded an adjustment of $23.1 million to the liability primarily based on the significant decrease in the Company's prior year stock price. The Company did not achieve the 2019 financial targets and therefore no contingent consideration was earned at December 31, 2019. Stock Compensation Under guidance of ASC Topic 718 “Compensation — Stock Compensation,” stock-based compensation expense is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the award). The fair value of the RSUs was based on the closing market price of our common stock on the date of the grant. Stock compensation expense for the RSUs is being amortized using the straight-line method over the service period. For the three months ended September 30, 2020 and 2019, we recognized $1.1 million and $1.1 million in compensation expense, respectively, and $3.1 million and $2.8 million for the nine months ended September 30, 2020 and 2019, respectively. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes The Company’s statutory federal tax rate was 21.00% for the periods ended September 30, 2020 and 2019, respectively. State tax rates for the same period vary among states and range from approximately 0.8% to 12.0%. A small number of states do not impose an income tax. The effective tax rates for the three months ended September 30, 2020 and 2019 were 35.3% and (4.6)%, respectively, and were 82.5% and 41.0% for the nine months ended September 30, 2020 and 2019, respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from permanent differences related to the interest accrued for the Series B Preferred Stock, which is not deductible for federal and state income taxes. The nine months ended September 30, 2020 have the full impact of all the Series B Preferred Stock that was issued in 2019 whereas the nine months ended September 30, 2019 only have a relatively small amount of non-deductible Series B Preferred Stock expenses . There were no changes in uncertain tax positions during the periods ended September 30, 2020 and 2019. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted by the US Government in response to the COVID-19 pandemic to provide employment retention incentives. We do not believe that these relief measures materially affect the condensed consolidated financial statements for the first three quarters of 2020. |
Segments (Notes)
Segments (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Segments [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segments We operate our business as two reportable segments: the Renewables segment and the Specialty Civil segment. Each of our reportable segments is comprised of similar business units that specialize in services unique to their respective markets. The classification of revenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses, were made based on segment revenue. Separate measures of the Company’s assets, including capital expenditures and cash flows by reportable segment are not produced or utilized by management to evaluate segment performance. A substantial portion of the Company’s fixed assets are owned by and accounted for in our equipment department, including operating machinery, equipment and vehicles, as well as office equipment, buildings and leasehold improvements, and are used on an interchangeable basis across our reportable segments. As such, for reporting purposes, total under/over absorption of equipment expenses consisting primarily of depreciation is allocated to the Company's two reportable segments based on segment revenue. The following is a brief description of the Company's reportable segments: Renewables Segment The Renewables segment operates throughout the United States and specializes in a range of services for the power delivery, solar, wind and battery storage markets that includes design, procurement, construction, restoration, and maintenance. Specialty Civil Segment The Specialty Civil segment operates throughout the United States and specializes in a range of services that include: • Heavy civil construction services such as road and bridge construction, specialty paving, sports field development, industrial maintenance, outsourced contract mining and heavy hauling. • Environmental remediation services such as site development, environmental site closure, and coal ash management. • Rail infrastructure services such as planning, design, procurement, construction and maintenance of major railway and intermodal facilities. Segment Revenue Revenue by segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 327,051 62.6 % $ 242,654 57.5 % $ 900,059 66.1 % $ 495,834 52.8 % Specialty Civil 195,181 37.4 % 179,368 42.5 % 460,940 33.9 % 443,930 47.2 % Total revenue $ 522,232 100.0 % $ 422,022 100.0 % $ 1,360,999 100.0 % $ 939,764 100.0 % Segment Gross Profit Gross profit by segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 37,371 11.4 % $ 27,469 11.3 % $ 100,183 11.1 % $ 44,777 9.0 % Specialty Civil 21,518 11.0 % 25,401 14.2 % 45,988 10.0 % 45,259 10.2 % Total gross profit $ 58,889 11.3 % $ 52,870 12.5 % $ 146,171 10.7 % $ 90,036 9.6 % |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related Party Transactions Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred, Series A Conversion Warrants and Exchange Warrants, Series B-3 Preferred Stock (exchange agreement) Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Series B-2 and B-3 Preferred Stock, Warrants at closing Ares 100 % |
Subsequent Event (Notes)
Subsequent Event (Notes) | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Event [Abstract] | |
Subsequent Events [Text Block] | Subsequent Event On October 30, 2020, the Company entered into a First Amendment to its Third A&R Credit Agreement (the “Amendment”). The Amendment provides for, among other things, an increase in the revolving credit commitments previously available by $25.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Third A&R Credit Agreement to $75.0 million, upon the terms and subject to the satisfaction of the conditions set forth in the Third A&R Credit Agreement, as amended by the Amendment. In addition, the Amendment provides that on and after the Amendment’s effective date and until delivery of the financial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, the percentage per annum interest rate for revolving loans and swing line loans is, at the Company’s option, (x) LIBOR plus a margin of 2.75% or (y) the applicable base rate plus a margin of 1.75%. Thereafter, for any day, the applicable percentage per annum interest rate for revolving loans and swing line loans is LIBOR or the base rate plus a margin depending upon the Company’s First Lien Net Leverage Ratio as of the last day of the most recently ended consecutive four fiscal quarter period. The Amendment also further specifies the unused commitment fee rate. On and after the Amendment’s effective date and until delivery of the financial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, the rate is 0.40% per annum . Thereafter, for any day, the applicable percentage per annum depends upon the Company’s Senior Secured Net Leverage Ratio. |
Business, Basis of Presentati_2
Business, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions for Quarterly Reports on Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Adjustments necessary to arrive at net income (loss) available for common stockholders, previously disclosed in Note 8. Earnings Per Share , have been added to the prior period presentation of the consolidated statements of operations to be comparable with the current period presentation. The unaudited condensed consolidated financial statements include the accounts of IEA and its wholly-owned domestic and foreign subsidiaries and in the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the results of operations for the interim periods presented. The results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These financial statements should be read in conjunction with the |
Segment Reporting, Policy [Policy Text Block] | We segregate our business into two reportable segments: the Renewables segment and the Specialty Civil segment. See Note 10. Segments |
Use of Estimates, Policy [Policy Text Block] | The preparation of the condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and project profit or loss; fair value estimates; valuations of goodwill and intangible assets; asset lives used in computing depreciation and amortization; 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 its 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 [Policy Text Block] | Revenue Recognition The Company adopted the requirements of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which is also referred to as Accounting Standards Codification (“ASC”) Topic 606, under the modified retrospective transition approach effective January 1, 2019, with application to all existing contracts that were not substantially completed as of January 1, 2019. The Company adopted this standard for interim periods beginning after December 31, 2019, and recorded adjustments to the previously issued quarterly financial statements for the nine months ended September 30, 2019. The impacts of adoption on the Company’s retained earnings on January 1, 2019 was primarily related to variable consideration on unapproved change orders. The cumulative impact of adopting Topic 606 required net adjustments of $750,000 to the statement of operations among revenue, cost of revenue and income taxes, thereby reducing income for the nine months ended September 30, 2019 and reducing the December 31, 2019 accumulated deficit. The Company also adjusted the September 30, 2019, statement of cash flows to reflect the impact of adoption. Under Topic 606, revenue is recognized when control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Revenue is recognized by the Company primarily over time utilizing the cost-to-cost measure of progress for fixed price contracts and is based on costs for time and materials and other service contracts, consistent with the Company’s previous revenue recognition practices. Contracts The Company derives revenue primarily from construction projects performed under contracts for specific projects requiring the construction and installation of an entire infrastructure system or specified units within an infrastructure system. Contracts contain multiple pricing options, such as fixed price, time and materials, or unit price. Generally, renewable energy projects are performed for private customers while Specialty Civil projects are performed for various governmental entities. Revenue derived from projects billed on a fixed-price basis totaled 98.4% and 98.5% of consolidated revenue from operations for the three months ended September 30, 2020 and 2019, respectively, and totaled 97.6% and 94.1% for the nine months ended September 30, 2020 and 2019, respectively. Revenue and related costs for 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 totaled 1.6% and 1.5% of consolidated revenue from operations for the three months ended September 30, 2020 and 2019, respectively, and totaled 2.4% and 5.9% for the nine months ended September 30, 2020 and 2019, respectively. Construction contract r evenue is recognized over time using the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best depicts the continuous transfer of control of goods or services to the customer. The contractual terms provide that the customer compensates the Company for services rendered. Contract costs include all direct materials, labor and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and the costs of capital equipment. The cost estimation and review process for recognizing revenue over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors could result in revisions to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect the Company’s results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined. Performance Obligations A performance obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the performance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are generally not distinct from the existing contract due to the significant integrated service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. With the exception of certain Specialty Civil service contracts, the majority of the Company’s performance obligations are generally completed within one year. When more than one contract is entered into with a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as more than one performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts, which could change the amount of revenue and profit recognition in a given period depending upon the outcome of the evaluation. Remaining performance obligations represent the amount of unearned transaction prices for contracts, including approved and unapproved change orders. As of September 30, 2020, the amount of the Company’s remaining performance obligations was $886.2 million. The Company expects to recognize approximately 37.3% of its remaining performance obligations as revenue during 2020. Revenue recognized from performance obligations satisfied in previous periods was $(0.8) million and $4.1 million for the three months ended September 30, 2020 and 2019, respectively, and $(4.4) million and $8.0 million for the nine months ended September 30, 2020 and 2019, respectively. Variable Consideration Transaction pricing for the Company’s contracts may include variable consideration, such as unapproved change orders, claims, incentives and liquidated damages. Management estimates variable consideration for a performance obligation utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Management’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based on legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer and all other relevant information that is reasonably available. The effect of a change in variable consideration on the transaction price of a performance obligation is typically recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. As of September 30, 2020 and year ended December 31, 2019, the Company included approximately $67.1 million and $73.3 million, respectively, of unapproved change orders and/or claims in the transaction price for certain contracts that were in the process of being resolved in the normal course of business, including through negotiation, arbitration and other proceedings. These transaction price adjustments are included within Contract Assets or Contract Liabilities as appropriate. The Company actively engages with its customers to complete the final change order approval process, and generally expects these processes to be completed within one year. Amounts ultimately realized upon final acceptance by customers could be higher or lower than such estimated amounts. Disaggregation of Revenue The following tables disaggregate revenue by customers and services performed, which the Company believes best depicts how the nature, amount, timing and uncertainty of its revenue: (in thousands) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Renewables Segment Wind $ 261,754 $ 242,586 827,442 $ 493,689 Solar 65,297 68 72,617 2,145 $ 327,051 $ 242,654 $ 900,059 $ 495,834 Specialty Civil Segment Heavy civil $ 119,713 $ 113,829 264,656 $ 250,114 Rail 52,955 40,725 132,333 121,113 Environmental 22,513 24,814 63,951 72,703 $ 195,181 $ 179,368 $ 460,940 $ 443,930 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Standards - Guidance Adopted in 2020 In August 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. ASU 2018-13 was effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Certain disclosures per ASU 2018-13 were applied on a retrospective basis and others on a prospective basis. We adopted the standard on January 1, 2020, and it did not have an impact on our disclosures for fair value measurements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842) , ” which is effective for annual reporting periods beginning after December 15, 2018. Under Topic 842, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and ii) 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. Topic 842 requires entities to adopt the new lease standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. The Company adopted Topic 842 using the modified retrospective method as of January 1, 2019 and for interim periods beginning after December 31, 2019, without adjusting comparative periods in the financial statements. The most significant effect of the new guidance was the recognition of operating lease right-of-use assets and a liability for operating leases as of December 31, 2019. The accounting for finance leases (capital leases) was substantially unchanged. The Company elected to utilize permissible practical expedients that allowed entities to: (1) not reassess whether any expired or existing contracts were or contained leases; (2) retain the existing classification of lease contracts as of the date of adoption; (3) not reassess initial direct costs for any existing leases; and (4) not separate non-lease components for all classes of leased assets. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial assets, including trade accounts receivables. The expected credit loss methodology under ASU 2016-13 is based on historical experience, current conditions and reasonable and supportable forecasts, and replaces the probable/incurred loss model for measuring and recognizing expected losses under current GAAP. The ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The ASU and its related clarifying updates are effective for smaller reporting companies for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We are still evaluating the new standard but do not expect it to have a material impact on our estimate of the allowance for uncollectable accounts. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective, or prospective basis. We are currently evaluating the potential effects of adopting the provisions of ASU No. 2019-12. 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. |
Business, Basis of Presentati_3
Business, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following tables disaggregate revenue by customers and services performed, which the Company believes best depicts how the nature, amount, timing and uncertainty of its revenue: (in thousands) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Renewables Segment Wind $ 261,754 $ 242,586 827,442 $ 493,689 Solar 65,297 68 72,617 2,145 $ 327,051 $ 242,654 $ 900,059 $ 495,834 Specialty Civil Segment Heavy civil $ 119,713 $ 113,829 264,656 $ 250,114 Rail 52,955 40,725 132,333 121,113 Environmental 22,513 24,814 63,951 72,703 $ 195,181 $ 179,368 $ 460,940 $ 443,930 |
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 % Revenue % Three Months Ended Nine Months Ended Accounts Receivable % September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 September 30, 2020 December 31, 2019 Company A (Specialty Civil Segment) * * * 11.7 % * * * Amount was not above 10% threshold |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Contractors [Abstract] | |
Contract Assets and Contract Liabilities | (in thousands) September 30, 2020 December 31, 2019 Costs and estimated earnings in excess of billings on uncompleted contracts $ 79,801 $ 91,543 Retainage receivable 136,712 87,760 216,513 179,303 Contract liabilities consist of the following: (in thousands) September 30, 2020 December 31, 2019 Billings in excess of costs and estimated earnings on uncompleted contracts $ 73,495 $ 115,570 Loss on contracts in progress 504 64 $ 73,999 $ 115,634 |
Accounts Receivable, Allowance for Credit Loss [Table Text Block] | Activity in the allowance for doubtful accounts for the periods indicated is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2020 2019 2020 2019 Allowance for doubtful accounts at beginning of period $ 89 $ 102 $ 75 $ 42 Plus: provision for (reduction in) allowance — 30 14 90 Less: write-offs, net of recoveries — (81) — (81) Allowance for doubtful accounts at period end $ 89 $ 51 $ 89 $ 51 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Property, plant and equipment consisted of the following: (in thousands) September 30, 2020 December 31, 2019 Buildings and leasehold improvements $ 3,420 $ 2,919 Land 17,600 17,600 Construction equipment 180,570 173,434 Office equipment, furniture and fixtures 3,618 3,487 Vehicles 12,921 6,087 218,129 203,527 Accumulated depreciation (86,571) (63,039) Property, plant and equipment, net $ 131,558 $ 140,488 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table provides the changes in the carrying amount of goodwill, by segment: (in thousands) Renewables Specialty Civil Total January 1, 2019 $ 3,020 $ 37,237 $ 40,257 Acquisition adjustments — (2,884) (2,884) December 31, 2019 $ 3,020 $ 34,353 $ 37,373 Adjustments — — — September 30, 2020 $ 3,020 $ 34,353 $ 37,373 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following as of the dates indicated: September 30, 2020 December 31, 2019 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer relationships $ 26,500 $ (7,534) $ 18,966 5.25 years $ 26,500 $ (4,695) $ 21,805 6 years Trade name 13,400 (5,315) 8,085 3.25 years 13,400 (3,305) 10,095 4 years Backlog 13,900 (13,671) 229 3 months 13,900 (8,528) 5,372 1 year $ 53,800 $ (26,520) $ 27,280 $ 53,800 $ (16,528) $ 37,272 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2020 through 2024: (in thousands) Remainder of 2020 2021 2022 2023 2024 Amortization expense $ 1,846 $ 6,466 $ 6,466 $ 5,841 $ 3,785 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of liabilities measured on recurring basis | The following table sets forth information regarding the Company's liabilities measured at fair value on a recurring basis: September 30, 2020 December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Series B Preferred Stock - Anti-dilution warrants $ — $ — $ 7,800 $ 7,800 $ — $ — $ 4,317 $ 4,317 Series B-1 Preferred Stock - Performance warrants — — 400 400 — — 400 400 Series B-3 Preferred - Closing Warrants — — — — — — 11,491 11,491 Rights Offering — — — — — — 1,383 1,383 Total liabilities $ — $ — $ 8,200 $ 8,200 $ — $ — $ 17,591 $ 17,591 |
Schedule of reconciliation of fair value unobservable liabilities measured on recurring basis | The following is a reconciliation of the beginning and ending balances of recurring fair value measurements using Level 3 inputs: (in thousands) Series B Preferred Stock - Anti-dilution warrants Series B-1 Preferred Stock - Performance warrants Series B-3 Preferred - Closing Warrants Rights Offering Beginning Balance, December 31, 2019 $ 4,317 $ 400 $ 11,491 $ 1,383 Fair value adjustment - (gain) loss recognized in other income (1,491) — 1,677 (1,383) Transfer to non-recurring fair value instrument (liability) 7,400 — — — Transfer to non-recurring fair value instrument (equity) (2,426) — (13,168) — Ending Balance, September 30, 2020 $ 7,800 $ 400 $ — $ — |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt consists of the following obligations as of: (in thousands) September 30, 2020 December 31, 2019 Term loan $ 173,345 $ 182,687 Commercial equipment notes 6,303 4,456 Total principal due for long-term debt 179,648 187,143 Unamortized debt discount and issuance costs (17,837) (22,296) Less: Current portion of long-term debt (2,661) (1,946) Long-term debt, less current portion $ 159,150 $ 162,901 Debt - Series B Preferred Stock $ 184,100 $ 180,444 Unamortized debt discount and issuance costs (12,222) (14,303) Long-term Series B Preferred Stock $ 171,878 $ 166,141 |
Contractual maturities of debt and capital lease obligations | Contractual Maturities Contractual maturities of the Company's outstanding principal on debt obligations as of September 30, 2020: (in thousands) Maturities Remainder of 2020 $ 3,717 2021 1,229 2022 15,859 2023 29,735 2024 129,108 Thereafter — Total contractual maturities $ 179,648 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The future minimum payments of finance lease obligations are as follows: (in thousands) Remainder of 2020 $ 6,620 2021 24,716 2022 20,949 2023 5,675 2024 1,819 Thereafter 611 Future minimum lease payments 60,390 Less: Amount representing interest (3,419) Present value of minimum lease payments 56,971 Less: Current portion of finance lease obligations 23,766 Finance lease obligations, less current portion $ 33,205 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The future minimum payments under non-cancelable operating leases are as follows: (in thousands) Remainder of 2020 $ 3,136 2021 10,887 2022 9,123 2023 6,934 2024 3,454 Thereafter 20,650 Future minimum lease payments 54,184 Less: Amount representing interest (14,178) Present value of minimum lease payments 40,006 Less: Current portion of operating lease obligations 9,110 Operating lease obligations, less current portion $ 30,896 |
Schedule of Additional Lease Information [Table Text Block] | Lease Information Three months ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Finance Lease cost: Amortization of right-of-use assets $ 5,281 $ 6,109 $ 16,836 $ 16,954 Interest on lease liabilities 891 1,444 3,017 4,342 Operating lease cost 3,340 2,646 10,307 6,791 Short-term lease cost 49,817 16,969 116,585 31,737 Variable lease cost 891 986 2,835 3,366 Sublease Income (33) (24) (99) (71) Total lease cost $ 60,187 $ 28,130 $ 149,481 $ 63,119 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 891 $ 1,444 $ 3,017 $ 4,342 Operating cash flows from operating leases $ 3,275 $ 4,499 $ 10,003 $ 11,675 Weighted-average remaining lease term - finance leases 2.55 years 2.92 years Weighted-average remaining lease term - operating leases 8.16 years 9.04 years Weighted-average discount rate - finance leases 6.07 % 6.64 % Weighted-average discount rate - operating leases 6.94 % 6.92 % |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS | The calculations of basic and diluted EPS, are as follows: Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands, except per share data) 2020 2019 2020 2019 Numerator: Net income (loss) $ 11,266 $ 12,609 $ 2,120 $ (4,822) Less: Convertible Preferred Stock dividends (619) (759) (1,991) (2,202) Less: Contingent consideration fair value adjustment — (4,247) — (23,082) Less: Net income allocated to participating securities (1) (2,854) — (35) — Net income (loss) available to common stockholders 7,793 7,603 94 (30,106) Denominator: Weighted average common shares outstanding - basic 20,968,271 20,446,811 20,748,193 20,425,801 Series B Preferred - Warrants 7,683,903 2,845,840 — — Convertible Series A Preferred 4,758,887 11,486,534 — — RSUs 1,925,003 640,247 — — Weighted average common shares outstanding - diluted 35,336,064 35,419,432 20,748,193 20,425,801 Anti-dilutive: (2)(3) Convertible Series A Preferred — — 6,920,305 8,968,856 Series B Preferred - Warrants — — 7,680,981 1,325,779 RSUs — — 1,825,123 542,421 Basic EPS 0.37 0.37 — (1.47) Diluted EPS 0.32 0.24 — (1.47) (1) Series B Preferred - Warrants are considered as participating securities because the holders are entitled to participate in any distributions similar to that of common shareholders. (2) As of September 30, 2020 and 2019, publicly traded warrants to purchase 8,480,000 shares of common stock at $11.50 per share were not considered as dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segments [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Segment Revenue Revenue by segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 327,051 62.6 % $ 242,654 57.5 % $ 900,059 66.1 % $ 495,834 52.8 % Specialty Civil 195,181 37.4 % 179,368 42.5 % 460,940 33.9 % 443,930 47.2 % Total revenue $ 522,232 100.0 % $ 422,022 100.0 % $ 1,360,999 100.0 % $ 939,764 100.0 % |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block] | Segment Gross Profit Gross profit by segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 37,371 11.4 % $ 27,469 11.3 % $ 100,183 11.1 % $ 44,777 9.0 % Specialty Civil 21,518 11.0 % 25,401 14.2 % 45,988 10.0 % 45,259 10.2 % Total gross profit $ 58,889 11.3 % $ 52,870 12.5 % $ 146,171 10.7 % $ 90,036 9.6 % |
Related party transactions (Tab
Related party transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of related party shareholders | Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred, Series A Conversion Warrants and Exchange Warrants, Series B-3 Preferred Stock (exchange agreement) Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Series B-2 and B-3 Preferred Stock, Warrants at closing Ares 100 % |
Business, Basis of Presentati_4
Business, Basis of Presentation and Significant Accounting Policies Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Number of Reportable Segments | 2 | |||
Revenue | $ 522,232 | $ 422,022 | $ 1,360,999 | $ 939,764 |
Wind Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 261,754 | 242,586 | 827,442 | 493,689 |
Solar Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 65,297 | 68 | 72,617 | 2,145 |
Heavy Civil Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 119,713 | 113,829 | 264,656 | 250,114 |
Rail Construction Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 52,955 | 40,725 | 132,333 | 121,113 |
Environmental Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 22,513 | 24,814 | 63,951 | 72,703 |
Renewables Segment [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 327,051 | 242,654 | 900,059 | 495,834 |
Specialty Civil Segment [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 195,181 | $ 179,368 | $ 460,940 | $ 443,930 |
Business, Basis of Presentati_5
Business, Basis of Presentation and Significant Accounting Policies Schedule of concentrations for revenue and accounts receivable (Details) - Revenue Benchmark [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Product Concentration Risk [Member] | Fixed-price Contract [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 98.40% | 98.50% | 97.60% | 94.10% |
Product Concentration Risk [Member] | Time-and-materials Contract [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 1.60% | 1.50% | 2.40% | 5.90% |
Concentration Company A [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 11.70% |
Business, Basis of Presentati_6
Business, Basis of Presentation and Significant Accounting Policies Revenue 606 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue 606 [Abstract] | |||||
Effect of Change in Accounting Principle Topic 606 | $ 750 | $ 750 | |||
Revenue, Remaining Performance Obligation, Amount | $ 886,200 | $ 886,200 | |||
Revenue, Remaining Performance Obligation, Percentage | 37.30% | 37.30% | |||
Contract with Customer, Performance Obligation Satisfied in Previous Period | $ (800) | $ 4,100 | $ (4,400) | 8,000 | |
Deferred Revenue, Revenue Recognized | $ 67,100 | $ 73,300 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Contractors [Abstract] | |||||
Unbilled Contracts Receivable | $ 79,801 | $ 79,801 | $ 91,543 | ||
Contract Receivable Retainage | 136,712 | 136,712 | 87,760 | ||
Contract Assets | 216,513 | 216,513 | 179,303 | ||
Deferred Revenue | 73,495 | 73,495 | 115,570 | ||
Provision for Loss on Contracts | 504 | 504 | 64 | ||
Contract Liabilities | 73,999 | 73,999 | $ 115,634 | ||
Contract with Customer, Liability, Revenue Recognized | $ 5,800 | $ 3,300 | $ 114,500 | $ 53,300 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities Activity in allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts Receivable, Allowance for Credit Loss, Beginning of Period | $ 89 | $ 102 | $ 75 | $ 42 | |
Accounts Receivable, Allowance for Credit Loss, Writeoff | 0 | 30 | 14 | 90 | |
Accounts Receivable, Credit Loss Expense (Reversal) | 0 | (81) | 0 | (81) | |
Accounts Receivable, Allowance for Credit Loss, End of Period | $ 89 | $ 51 | $ 89 | $ 51 | |
One Customer [Member] | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Contracts Receivable, Claims and Uncertain Amounts | $ 9,200 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 218,129 | $ 218,129 | $ 203,527 | ||
Accumulated depreciation | (86,571) | (86,571) | (63,039) | ||
Property, plant and equipment, net | 131,558 | 131,558 | 140,488 | ||
Depreciation expense | 9,282 | $ 9,219 | 26,575 | $ 26,125 | |
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,420 | 3,420 | 2,919 | ||
Land [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 17,600 | 17,600 | 17,600 | ||
Construction equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 180,570 | 180,570 | 173,434 | ||
Office equipment, furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,618 | 3,618 | 3,487 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 12,921 | $ 12,921 | $ 6,087 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 37,373 | $ 40,257 |
Goodwill, Period Increase (Decrease) | 0 | (2,884) |
Goodwill, Ending Balance | 37,373 | 37,373 |
Renewables Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 3,020 | 3,020 |
Goodwill, Period Increase (Decrease) | 0 | 0 |
Goodwill, Ending Balance | 3,020 | 3,020 |
Specialty Civil Segment [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 34,353 | 37,237 |
Goodwill, Period Increase (Decrease) | 0 | (2,884) |
Goodwill, Ending Balance | $ 34,353 | $ 34,353 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net Schedule of intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 53,800 | $ 53,800 | $ 53,800 | ||
Accumulated Amortization | (26,520) | (26,520) | (16,528) | ||
Net Book Value | 27,280 | 27,280 | 37,272 | ||
Amortization of Intangible Assets | 3,300 | $ 3,400 | 10,000 | $ 10,300 | |
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 26,500 | 26,500 | 26,500 | ||
Accumulated Amortization | (7,534) | (7,534) | (4,695) | ||
Net Book Value | 18,966 | $ 18,966 | 21,805 | ||
Weighted Average Useful Life | 5 years 3 months | 6 years | |||
Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 13,400 | $ 13,400 | 13,400 | ||
Accumulated Amortization | (5,315) | (5,315) | (3,305) | ||
Net Book Value | 8,085 | $ 8,085 | 10,095 | ||
Weighted Average Useful Life | 3 years 3 months | 4 years | |||
Backlog [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 13,900 | $ 13,900 | 13,900 | ||
Accumulated Amortization | (13,671) | (13,671) | (8,528) | ||
Net Book Value | $ 229 | $ 229 | $ 5,372 | ||
Weighted Average Useful Life | 3 months | 1 year |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net Schedule of annual expected amortization expense (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2020 | $ 1,846 |
2021 | 6,466 |
2022 | 6,466 |
2023 | 5,841 |
2024 | $ 3,785 |
Fair value of financial instr_3
Fair value of financial instruments - Fair Value Liabilities Measured on Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | $ 8,200 | $ 17,591 |
Series B Preferred - Series A Conversion Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 7,800 | 4,317 |
Series B-1 Preferred Stock 6% Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 400 | 400 |
Series B Preferred Stock Warrants at closing[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 11,491 |
Rights Offering Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 1,383 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Series B Preferred - Series A Conversion Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Series B-1 Preferred Stock 6% Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Series B Preferred Stock Warrants at closing[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Rights Offering Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Series B Preferred - Series A Conversion Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Series B-1 Preferred Stock 6% Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Series B Preferred Stock Warrants at closing[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Rights Offering Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 8,200 | 17,591 |
Significant Unobservable Inputs (Level 3) | Series B Preferred - Series A Conversion Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 7,800 | 4,317 |
Significant Unobservable Inputs (Level 3) | Series B-1 Preferred Stock 6% Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 400 | 400 |
Significant Unobservable Inputs (Level 3) | Series B Preferred Stock Warrants at closing[Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 11,491 |
Significant Unobservable Inputs (Level 3) | Rights Offering Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | $ 0 | $ 1,383 |
Fair value of financial instr_4
Fair value of financial instruments - Reconciliation of Level 3 Inputs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Series B Preferred - Series A Conversion Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance, December 31, 2019 | $ 4,317 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (1,491) |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 7,400 |
Transfer to non-recurring fair value instrument (equity) | (2,426) |
Ending Balance, September 30, 2020 | 7,800 |
Series B-1 Preferred Stock 6% Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance, December 31, 2019 | 400 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 0 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 0 |
Transfer to non-recurring fair value instrument (equity) | 0 |
Ending Balance, September 30, 2020 | 400 |
Series B Preferred Stock Warrants at closing[Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance, December 31, 2019 | 11,491 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 1,677 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 0 |
Transfer to non-recurring fair value instrument (equity) | (13,168) |
Ending Balance, September 30, 2020 | 0 |
Rights Offering Fair Value [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance, December 31, 2019 | 1,383 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | (1,383) |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 0 |
Transfer to non-recurring fair value instrument (equity) | 0 |
Ending Balance, September 30, 2020 | $ 0 |
Fair value of financial instr_5
Fair value of financial instruments - Fair Value (Details) - Series B Preferred Stock Warrants at closing[Member] | May 20, 2019numberOfDays$ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Series B Preferred Stock Warrant Exercise Price | $ / shares | $ 0.0001 |
30-DAY VWAP | numberOfDays | 30 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | $ 179,648 | $ 187,143 |
Debt Issuance Costs, Net | (17,837) | (22,296) |
Long-term Debt, Current Maturities | (2,661) | (1,946) |
Long-term debt, less current portion | 159,150 | 162,901 |
Debt - Series B Preferred Stock | 171,878 | 166,141 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | 173,345 | 182,687 |
Series B Preferred Stock Liability [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | 184,100 | 180,444 |
Debt Issuance Costs, Net | (12,222) | (14,303) |
Commercial equipment notes | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | $ 6,303 | $ 4,456 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Covenant Period, Period One [Member] | Third A&R Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 4.75 | |
Debt Covenant Period, Period Two [Member] | Third A&R Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 3.50 | |
Debt Covenant Period, Period Three [Member] [Member] | Third A&R Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 2.75 | |
Debt Covenant Period, Period Four [Member] [Member] | Third A&R Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 2.25 | |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt, Weighted Average Interest Rate | 7.06% | 10.35% |
Series B Preferred Stock (Detai
Series B Preferred Stock (Details) - USD ($) | 3 Months Ended | ||||||
Sep. 30, 2020 | Mar. 04, 2020 | Jan. 21, 2020 | Dec. 31, 2019 | Nov. 14, 2019 | Aug. 30, 2019 | May 20, 2019 | |
Series B Preferred Stock [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Dividend Rate after 1.5:1.0 leverage | 12.00% | ||||||
Ratio Net Leverage Ratio for Deleveraging Event | 1.50 | ||||||
Preferred Stock Paid In Kind Dividend Rate | 15.00% | ||||||
Series B Cash Dividend Rate after Deleveraging | 13.50% | ||||||
Dividends Payable | $ 18,300,000 | $ 10,400,000 | |||||
Series B Preferred Stock Warrants at closing[Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Series B Preferred Stock Warrant Exercise Price | $ 0.0001 | ||||||
10% Warrants at fully diluted share count | 0.10 | ||||||
Warrants Issued at Closing of Equity Agreement | 3,568,750 | 900,000 | 2,545,934 | ||||
Share price (in dollars per share) | $ 3.69 | $ 2.20 | $ 3.75 | $ 4.21 | |||
Series B-3 Exchange Warrants [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Warrants Issued at Closing of Equity Agreement | 657,383 | ||||||
Series B Exchange Percentage | 50.00% | ||||||
Share price (in dollars per share) | $ 3.69 | $ 2.20 | |||||
Rights Offering Fair Value [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Proceeds Received for series b preferred | $ 350,000 | ||||||
Warrants Issued at Closing of Equity Agreement | 12,029 | ||||||
Share price (in dollars per share) | $ 3.08 | ||||||
2020 Commitment [Member] [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Proceeds Received for series b preferred | $ 15,000,000 | ||||||
Debt Related Commitment Fees and Debt Issuance Costs | 1,322,000 | ||||||
Professional Fees | $ 344,000 | ||||||
2019 Commitment [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Proceeds Received for series b preferred | 15,000,000 | ||||||
Series B Preferred Stock Liability [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Proceeds Received for series b preferred | $ 80,000,000 | $ 50,000,000 | $ 50,000,000 |
Debt - Long Term Debt Obligatio
Debt - Long Term Debt Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2020 | $ 3,717 |
2021 | 1,229 |
2022 | 15,859 |
2023 | 29,735 |
2024 | 129,108 |
Thereafter | 0 |
Contractual Obligation | $ 179,648 |
Commitments and contingencies -
Commitments and contingencies - Lease Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Finance Lease, Liability | $ 56,971 | $ 64,200 |
Finance leased assets, gross | 121,900 | 116,100 |
Finance leased assets, accumulated depreciation | (49,200) | (34,000) |
Finance leased assets, net | 72,700 | 82,100 |
Operating Lease, Liability | 40,006 | 44,200 |
Operating Lease, Right-of-Use Asset | 38,460 | $ 43,431 |
Other Commitments, Future Minimum Payments, Remainder of Fiscal Year | $ 3,200 |
Commitments and contingencies F
Commitments and contingencies Future minimum payments of finance leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosures [Abstract] | ||
Remainder of 2020 | $ 6,620 | |
2021 | 24,716 | |
2022 | 20,949 | |
2023 | 5,675 | |
2024 | 1,819 | |
Thereafter | 611 | |
Finance minimum lease payments | 60,390 | |
Less: Amount representing interest | (3,419) | |
Present Value of Minimum Lease Payments | 56,971 | $ 64,200 |
Current portion of finance lease obligations | 23,766 | 23,183 |
Finance lease obligations, less current portion | $ 33,205 | $ 41,055 |
Commitments and contingencies_2
Commitments and contingencies Future mimum payments of operating leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosures [Abstract] | ||
Remainder of 2020 | $ 3,136 | |
2021 | 10,887 | |
2022 | 9,123 | |
2023 | 6,934 | |
2024 | 3,454 | |
Thereafter | 20,650 | |
Lessee, Operating Lease, Liability, Payments, Due | 54,184 | |
Operating Leases, Future Minimum Payments, Interest Included in Payments | (14,178) | |
Operating Lease, Liability | 40,006 | $ 44,200 |
Operating Lease, Liability, Current | 9,110 | 9,628 |
Operating Lease, Liability, Noncurrent | $ 30,896 | $ 34,572 |
Commitments and contingencies S
Commitments and contingencies Schedule of Additional Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Additional Lease Information [Abstract] | ||||
Finance Lease, Right-of-Use Asset, Amortization | $ 5,281 | $ 6,109 | $ 16,836 | $ 16,954 |
Finance Lease, Interest Expense | 891 | 1,444 | 3,017 | 4,342 |
Operating Leases, Rent Expense, Net | 3,340 | 2,646 | 10,307 | 6,791 |
Short-term Lease, Cost | 49,817 | 16,969 | 116,585 | 31,737 |
Variable Lease, Cost | 891 | 986 | 2,835 | 3,366 |
Sublease Income | (33) | (24) | (99) | (71) |
Lease, Cost | 60,187 | 28,130 | 149,481 | 63,119 |
Operating Cashflow Finance Leases | 891 | 1,444 | 3,017 | 4,342 |
Operating cashflow from operating leases | $ 3,275 | $ 4,499 | $ 10,003 | $ 11,675 |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 6 months 18 days | 2 years 11 months 1 day | 2 years 6 months 18 days | 2 years 11 months 1 day |
Operating Lease, Weighted Average Remaining Lease Term | 8 years 1 month 28 days | 9 years 14 days | 8 years 1 month 28 days | 9 years 14 days |
Finance Lease, Weighted Average Discount Rate, Percent | 6.07% | 6.64% | 6.07% | 6.64% |
Operating Lease, Weighted Average Discount Rate, Percent | 6.94% | 6.92% | 6.94% | 6.92% |
Other Commitments and contingen
Other Commitments and contingencies (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Other Commitments [Line Items] | ||
Letters of Credit Outstanding, Amount | $ 23.5 | $ 21 |
Special Assessment Bond | $ 2,700 | $ 2,400 |
Earnings per share - Basic and
Earnings per share - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net income (loss) | $ 11,266 | $ 3,597 | $ (12,743) | $ 12,609 | $ 6,208 | $ (23,639) | $ 2,120 | $ (4,822) |
Less: Convertible Preferred Stock dividends | (619) | (759) | (1,991) | (2,202) | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | (4,247) | 0 | (23,082) | ||||
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | (2,854) | 0 | (35) | 0 | ||||
Net income (loss) available to common stockholders | $ 7,793 | $ 7,603 | $ 94 | $ (30,106) | ||||
Denominator: | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 20,968,271 | 20,446,811 | 20,748,193 | 20,425,801 | ||||
Weighted Average Number of Shares Outstanding, Diluted | 35,336,064 | 35,419,432 | 20,748,193 | 20,425,801 | ||||
Basic EPS (in dollars per share) | $ 0.37 | $ 0.37 | $ 0 | $ (1.47) | ||||
Diluted EPS (in dollars per share) | $ 0.32 | $ 0.24 | $ 0 | $ (1.47) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 7,683,903 | 2,845,840 | 0 | 0 | ||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 4,758,887 | 11,486,534 | 0 | 0 | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,925,003 | 640,247 | 0 | 0 | ||||
Redeemable Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 0 | 0 | 6,920,305 | 8,968,856 | ||||
Warrants for Common Stock | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 0 | 0 | 7,680,981 | 1,325,779 | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,480,000 | 8,480,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 0 | 1,825,123 | 542,421 | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 611,166 | 817,817 | ||||||
Share-based Payment Arrangement, Option [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 504,214 | 646,405 |
Earnings per share - Narrative
Earnings per share - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | May 20, 2019 | Mar. 26, 2018 | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 17,483 | 17,483 | 17,483 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Contingent Consideration Shares | 9,000,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 0 | $ (4,247,000) | $ 0 | $ (23,082,000) | |||
Share-based compensation expense | $ 1,100,000 | $ 1,100,000 | $ 3,067,000 | $ 2,812,000 | |||
Series B Preferred Stock Warrants at closing[Member] | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of securities excluded at closing | $ 11.50 | ||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Anti-dilution Warrants | 1,318,936 | 1,318,936 | |||||
Dividends Payable | $ 18,300,000 | $ 18,300,000 | $ 10,400,000 | ||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 17,483 | 17,483 | |||||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | |||||
Preferred stock, dividend rate thereafter | 10.00% | 10.00% | |||||
Series A Preferred PIK Dividend Rate 18 mos | 12.00% | 12.00% | |||||
Default Rate for Uncured Dividends | 2.00% | 2.00% | |||||
Dividends Payable | $ 3,700,000 | $ 3,700,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Contingency [Line Items] | ||||
Statutory federal tax rate | 21.00% | |||
Effective tax rates | 35.30% | (4.60%) | 82.50% | 41.00% |
Increase (decrease) in uncertain tax positions | $ 0 | |||
Minimum | ||||
Income Tax Contingency [Line Items] | ||||
State tax rate | 0.80% | |||
Maximum | ||||
Income Tax Contingency [Line Items] | ||||
State tax rate | 12.00% |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 522,232 | $ 422,022 | $ 1,360,999 | $ 939,764 |
Segment revenue as a percentage of total revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Gross Profit | $ 58,889 | $ 52,870 | $ 146,171 | $ 90,036 |
Gross Profit Margin | 11.30% | 12.50% | 10.70% | 9.60% |
Renewables Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 327,051 | $ 242,654 | $ 900,059 | $ 495,834 |
Segment revenue as a percentage of total revenue | 62.60% | 57.50% | 66.10% | 52.80% |
Gross Profit | $ 37,371 | $ 27,469 | $ 100,183 | $ 44,777 |
Gross Profit Margin | 11.40% | 11.30% | 11.10% | 9.00% |
Specialty Civil Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 195,181 | $ 179,368 | $ 460,940 | $ 443,930 |
Segment revenue as a percentage of total revenue | 37.40% | 42.50% | 33.90% | 47.20% |
Gross Profit | $ 21,518 | $ 25,401 | $ 45,988 | $ 45,259 |
Gross Profit Margin | 11.00% | 14.20% | 10.00% | 10.20% |
Related party transactions (Det
Related party transactions (Details) | Sep. 30, 2020 |
Infrastructure And Energy Alternatives, LLC [Member] | |
Related Party Transaction [Line Items] | |
IEA LLC Ownership Percentage of Preferred | 100.00% |
Series B Preferred Stock [Member] | Ares [Member] | |
Related Party Transaction [Line Items] | |
Series B Preferred Equity Agreement - All Equity Ares | 60.00% |
Series B Preferred Stock [Member] | Oaktree [Member] | |
Related Party Transaction [Line Items] | |
Series B Preferred Equity Agreement - All Equity Oaktree | 40.00% |
Series B-2 Preferred Stock [Member] | Ares [Member] | |
Related Party Transaction [Line Items] | |
Series B Preferred Equity Agreement - All Equity Ares | 100.00% |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event $ in Thousands | Oct. 30, 2020USD ($) |
Subsequent Event [Line Items] | |
Line of Credit Facility, Increase (Decrease), Net | $ 25,000 |
Total amount of revolving credit facility | $ 75,000 |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% |
London Interbank Offered Rate (LIBOR) [Member] | |
Subsequent Event [Line Items] | |
Loans Receivable, Basis Spread on Variable Rate | 2.75% |
Base Rate [Member] | |
Subsequent Event [Line Items] | |
Loans Receivable, Basis Spread on Variable Rate | 1.75% |