Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Entity Central Index Key | 0001652362 | |
Document Fiscal Year Focus | 2021 | |
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, 2021 | |
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 | 47,974,783 | |
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, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 158,262 | $ 164,041 |
Accounts receivable, net | 327,406 | 163,793 |
Contract Assets | 222,659 | 145,183 |
Prepaid expenses and other current assets | 22,147 | 19,352 |
Total current assets | 730,474 | 492,369 |
Property, plant and equipment, net | 140,512 | 130,746 |
Operating Lease, Right-of-Use Asset | 37,046 | 36,461 |
Intangible Assets, Net (Excluding Goodwill) | 20,585 | 25,434 |
Goodwill | 37,373 | 37,373 |
Company-owned life insurance | 4,793 | 4,250 |
Deferred Income Tax Assets, Net | 0 | 2,069 |
Other Assets, Noncurrent | 771 | 438 |
Total assets | 971,554 | 729,140 |
Current liabilities: | ||
Accounts Payable, Current | 199,487 | 104,960 |
Accrued Liabilities, Current | 196,623 | 129,594 |
Contract Liabilities | 146,281 | 118,235 |
Current portion of finance lease obligations | 24,724 | 25,423 |
Operating Lease, Liability, Current | 10,196 | 8,835 |
Current portion of long-term debt | 2,309 | 2,506 |
Total current liabilities | 579,620 | 389,553 |
Finance lease obligations, less current portion | 28,126 | 32,146 |
Operating Lease, Liability, Noncurrent | 28,332 | 29,154 |
Long-term Debt | 290,630 | 159,225 |
Debt - Series B Preferred Stock | 0 | 173,868 |
Warrant Obligations | 18,848 | 9,200 |
Deferred compensation | 7,634 | 8,672 |
Deferred Income Tax Liabilities, Net | 1,953 | 0 |
Total liabilities | 955,143 | 801,818 |
Commitments and contingencies: | ||
Series A Preferred Stock, par value, $0.0001 per share; 1,000,000 shares authorized; 17,483 shares issued and outstanding at December 31, 2020 | 0 | 17,483 |
Stockholders' equity (deficit): | ||
Common stock, par value, $0.0001 per share; 150,000,000 and 150,000,000 shares authorized; 44,553,902 and 21,008,745 shares issued and 44,553,902 and 21,008,745 outstanding at September 30, 2021 and December 31, 2020, respectively | 4 | 2 |
Additional paid in capital | 257,259 | 35,305 |
Accumulated deficit | (240,852) | (125,468) |
Total stockholders' equity (deficit) | 16,411 | (90,161) |
Total liabilities and stockholders' equity (deficit) | $ 971,554 | $ 729,140 |
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 | |
Preferred stock, shares outstanding | 17,483 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares, issued | 44,553,902 | 21,008,745 |
Common stock, shares, outstanding | 44,553,902 | 21,008,745 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Aug. 02, 2021 | Dec. 31, 2020 |
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 | ||
Preferred stock, shares outstanding | 17,483 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 | |
Common stock, shares, issued | 44,553,902 | 21,008,745 | |
Common stock, shares, outstanding | 44,553,902 | 21,008,745 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 697,759 | $ 522,232 | $ 1,534,319 | $ 1,360,999 |
Cost of revenue | 625,589 | 463,343 | 1,392,125 | 1,214,828 |
Gross profit | 72,170 | 58,889 | 142,194 | 146,171 |
Selling, general and administrative expenses | 36,539 | 29,656 | 92,279 | 87,214 |
Income from operations | 35,631 | 29,233 | 49,915 | 58,957 |
Other income (expense), net: | ||||
Interest expense, net | (9,403) | (14,975) | (38,257) | (47,240) |
Loss on extinguishment of debt | (101,006) | 0 | (101,006) | 0 |
Warrant liability fair value adjustment | (17,582) | 3,000 | (17,216) | 171 |
Other income (expense) | (5,040) | 161 | (4,798) | 257 |
Income (loss) before provision for income taxes | (97,400) | 17,419 | (111,362) | 12,145 |
Provision for income taxes | (2,249) | (6,153) | (4,022) | (10,025) |
Net income (loss) | (99,649) | 11,266 | (115,384) | 2,120 |
Less: Convertible Preferred Stock dividends | (255) | (619) | (1,587) | (1,991) |
Less: Net income allocated to participating securities | 0 | (2,854) | 0 | (35) |
Net Income (Loss) Available to Common Stockholders, Basic | $ (99,904) | $ 7,793 | $ (116,971) | $ 94 |
Earnings Per Share, Basic | $ (2.63) | $ 0.37 | $ (4.09) | $ 0 |
Earnings Per Share, Diluted | $ (2.63) | $ 0.32 | $ (4.09) | $ 0 |
Weighted average common shares outstanding - basic | 38,038,055 | 20,968,271 | 28,577,230 | 20,748,193 |
Weighted average common shares outstanding - diluted | 38,038,055 | 35,336,064 | 28,577,230 | 20,748,193 |
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 | Additional Paid-in CapitalCommon Stock, $0.0001 par value | Treasury Stock | Treasury StockTreasury Stock | Retained Earnings |
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 | ||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 15,631 | 15,631 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 240 | |||||||
Stock Issued During Period, Value, New Issues | 196 | $ 0 | $ 280 | |||||
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 | |||||||
Proceeds from Warrant Exercises | 0 | |||||||
Proceeds from Issuance of Common Stock | 0 | |||||||
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, Restricted Stock Award, Net of Forfeitures | 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, Restricted Stock Award, Net of Forfeitures | 23 | |||||||
Stock Issued During Period, Value, New Issues | $ 0 | |||||||
Treasury Stock, Shares | (181) | 181 | ||||||
Dividends, Preferred Stock, Stock | (619) | (619) | ||||||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (42) | (42) | ||||||
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 | ||||||
Beginning Balance Shares, Issued at Dec. 31, 2020 | 21,009 | 0 | ||||||
Beginning Balance Stockholder's equity at Dec. 31, 2020 | (90,161) | $ 2 | 35,305 | $ 0 | (125,468) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (20,434) | (20,434) | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 727 | 727 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 521 | |||||||
Dividends, Preferred Stock, Stock | (656) | (656) | ||||||
Shares Issued, Earnout shares | 1,803 | |||||||
Stock Issued During Period, Shares, Other | 15 | |||||||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (2,909) | (2,909) | ||||||
Ending Balance Shares, Issued at Mar. 31, 2021 | 23,348 | 0 | ||||||
Ending Balance Stockholder's equity at Mar. 31, 2021 | (113,433) | $ 2 | 32,467 | $ 0 | (145,902) | |||
Beginning Balance Shares, Issued at Dec. 31, 2020 | 21,009 | 0 | ||||||
Beginning Balance Stockholder's equity at Dec. 31, 2020 | (90,161) | $ 2 | 35,305 | $ 0 | (125,468) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (115,384) | |||||||
Proceeds from Warrant Exercises | 201 | |||||||
Proceeds from Issuance of Common Stock | 193,481 | |||||||
Ending Balance Shares, Issued at Sep. 30, 2021 | 44,553 | 0 | ||||||
Ending Balance Stockholder's equity at Sep. 30, 2021 | 16,411 | $ 4 | 257,259 | $ 0 | (240,852) | |||
Beginning Balance Shares, Issued at Mar. 31, 2021 | 23,348 | 0 | ||||||
Beginning Balance Stockholder's equity at Mar. 31, 2021 | (113,433) | $ 2 | 32,467 | $ 0 | (145,902) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 4,699 | 4,699 | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 1,926 | 1,926 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 249 | |||||||
Dividends, Preferred Stock, Stock | (676) | (676) | ||||||
Stock Issued During Period, Shares, Other | 1,553 | |||||||
Proceeds from Warrant Exercises | 201 | $ 1 | 200 | |||||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (1,853) | (1,853) | ||||||
Ending Balance Shares, Issued at Jun. 30, 2021 | 25,150 | 0 | ||||||
Ending Balance Stockholder's equity at Jun. 30, 2021 | (109,136) | $ 3 | 32,064 | $ 0 | (141,203) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (99,649) | (99,649) | ||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 1,526 | 1,526 | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 78 | |||||||
Dividends, Preferred Stock, Stock | (255) | (255) | ||||||
Stock Issued During Period, Shares, Other | 5,996 | |||||||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (579) | (579) | ||||||
Stock Issued During Period, Shares, New Issues | 10,548 | |||||||
Proceeds from Issuance of Common Stock | 193,481 | $ 1 | 193,480 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,132 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 23,455 | 23,455 | ||||||
Conversion of Stock, Shares Issued | 649 | |||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 7,568 | $ 7,568 | ||||||
Ending Balance Shares, Issued at Sep. 30, 2021 | 44,553 | 0 | ||||||
Ending Balance Stockholder's equity at Sep. 30, 2021 | $ 16,411 | $ 4 | $ 257,259 | $ 0 | $ (240,852) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (115,384) | $ 2,120 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 34,407 | 36,566 |
Warrant liability fair value adjustment | 17,216 | (171) |
Amortization of debt discounts and issuance costs | 7,443 | 9,343 |
Loss on extinguishment of debt | 101,006 | 0 |
Share-based compensation expense | 4,179 | 3,067 |
Loss on sale of equipment | 0 | 1,251 |
Deferred compensation | (1,038) | (139) |
Accrued dividends on Series B Preferred Stock | 0 | 7,959 |
Deferred income taxes | 4,022 | 9,814 |
Other Operating Activities, Cash Flow Statement | (325) | 287 |
Change in operating assets and liabilities: | ||
Accounts receivable | (163,613) | 17,327 |
Contract assets | (77,476) | (37,210) |
Prepaid expenses and other assets | (3,130) | (3,288) |
Accounts payable and accrued liabilities | 165,943 | (64,089) |
Contract liabilities | 28,046 | (41,635) |
Net cash provided by (used in) operating activities | 1,296 | (58,798) |
Cash flow from investing activities: | ||
Company-owned life insurance | (542) | 847 |
Purchases of property, plant and equipment | (24,013) | (6,727) |
Proceeds from sale of property, plant and equipment | 3,512 | 4,151 |
Net cash used in investing activities | (21,043) | (1,729) |
Cash flows from financing activities: | ||
Proceeds from Long-term Lines of Credit | 300,000 | 72,000 |
Repayments of Long-term Lines of Credit | (1,934) | (83,201) |
Payment for Debt Extinguishment or Debt Prepayment Cost | (173,345) | 0 |
Payments for Repurchase of Redeemable Preferred Stock | (264,937) | 0 |
Payments of Debt Issuance Costs | (11,415) | 0 |
Finance Lease, Principal Payments | 22,742 | 19,301 |
Proceeds from Issuance of Common Stock | 193,481 | 0 |
Proceeds from Convertible Debt | 0 | 350 |
Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised | 0 | 718 |
Payment, Tax Withholding, Share-based Payment Arrangement | (5,341) | 0 |
Proceeds from Warrant Exercises | 201 | 0 |
Net cash provided by (used in) financing activities | 13,968 | (29,434) |
Net change in cash and cash equivalents | (5,779) | (89,961) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Period Start | 164,041 | 147,259 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Period End | 158,262 | 57,298 |
Supplemental disclosure of cash and non-cash transactions: | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 30,830 | 30,149 |
Income Taxes Paid, Net | 3,478 | (955) |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 18,562 | 11,691 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 8,200 | 6,028 |
Dividends, Preferred Stock | $ 1,587 | $ 1,991 |
Business, Basis of Presentation
Business, Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | 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”). We segregate our business into two reportable segments: the Renewables segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Note 10. Segments for a description of the reportable segments and their operations. 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. The unaudited condensed consolidated financial statements include the accounts of IEA and its wholly-owned domestic and foreign subsidiaries. The Company occasionally forms joint ventures with unrelated third parties for the execution of single contracts or projects. The Company assesses its joint ventures to determine if they meet the qualifications of a variable interest entity (“VIE”) in accordance with Accounting Standard Codification (“ASC”) Topic 810, Consolidation. For construction joint ventures that are not VIEs or fully consolidated but for which the Company has significant influence, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, see Note 11. Joint Ventures. 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 and notes thereto included in the Company’s 2020 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. The prior period classification of the warrant liability fair value adjustment has been revised to conform to the current period presentation within the Condensed Consolidated Statements of Operations. This reclassification has no effect on net income or stockholders' equity. Revenue Recognition 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 99.5% and 98.4% of consolidated revenue from operations for the three months ended September 30, 2021 and 2020, respectively, and totaled 98.8% and 97.6% for the nine months ended September 30, 2021 and 2020, 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 0.5% and 1.6% of consolidated revenue from operations for the three months ended September 30, 2021 and 2020, respectively, and totaled 1.2% and 2.4% for the nine months ended September 30, 2021 and 2020, 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 Accounting Standards Codification (“ASC”) 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, 2021, the amount of the Company’s remaining performance obligations was $1,686.7 million. The Company expects to recognize approximately 75.5% of its remaining performance obligations as revenue during the next twelve months. Revenue recognized from performance obligations satisfied in previous periods was $(0.7) million and $(0.8) million for the three months ended September 30, 2021 and 2020, respectively, and $(1.1) million and $(4.4) million for the nine months ended September 30, 2021 and 2020, 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 the 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 the transaction price are not resolved in the Company’s favor, or to the extent incentives reflected in the transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. As of September 30, 2021 and December 31, 2020, the Company included approximately $70.8 million and $52.6 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 the nature, amount, timing and uncertainty of its revenue: (in thousands) Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Renewables Segment Wind $ 416,890 $ 261,754 880,814 $ 827,442 Solar 100,282 65,297 241,586 72,617 $ 517,172 $ 327,051 $ 1,122,400 $ 900,059 Specialty Civil Segment Heavy civil $ 102,046 $ 119,713 229,802 $ 264,656 Rail 35,226 52,955 93,266 132,333 Environmental 43,315 22,513 88,851 63,951 $ 180,587 $ 195,181 $ 411,919 $ 460,940 Concentrations The Company did not have any revenue concentrations above 10% for the three and nine months ended September 30, 2021 and 2020, respectively. The Company did not have any accounts recievable concentrations above 10% as of September 30, 2021 and 2020, respectively. Construction Joint Ventures Certain contracts are executed through joint ventures. The arrangements are often formed for the execution of single contracts or projects and allow the Company to share risks and secure specialty skills required for project execution. In accordance with ASC Topic 810, Consolidation, the Company assesses its joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether the joint venture is a VIE. The Company also evaluates whether it is the primary beneficiary of each VIE and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the entity, and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining whether it qualifies as the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. When the Company is determined to be the primary beneficiary, the VIE is consolidated. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously. Construction joint ventures that do not involve a VIE, or for which the Company is not the primary beneficiary, are evaluated for consolidation under the voting interest model that considers whether the Company owns or controls more than 50% of the voting interest in the joint venture. For construction joint ventures that are not consolidated but for which the Company has significant influence, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, whereby the Company’s proportionate share of the joint ventures’ assets, liabilities, revenue and cost of operations are included in the appropriate classifications in the Company’s consolidated financial statements. See Note 11. Joint Ventures for additional discussion regarding joint ventures. Recently Adopted Accounting Standards - Guidance Adopted in 2021 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company adopted the standard on January 1, 2021 on a prospective basis, which did not have an impact on our disclosures for income taxes. 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. The Company is still evaluating the new standard but does not expect it to have a material impact on our estimate of the allowance for uncollectible accounts. 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. 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 Company believes that the COVID-19 pandemic did not have a material adverse impact on the Company’s financial results for the period ended September 30, 2021. Currently, most of the Company’s construction services are 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 work sites 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 the Company's 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. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
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 consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings on uncompleted contracts $ 113,296 $ 51,367 Retainage receivable 109,363 93,816 $ 222,659 $ 145,183 Contract liabilities consist of the following: (in thousands) September 30, 2021 December 31, 2020 Billings in excess of costs and estimated earnings on uncompleted contracts $ 146,156 $ 117,641 Loss on contracts in progress 125 594 $ 146,281 $ 118,235 Revenue recognized for the three and nine months ended September 30, 2021 that was included in the contract liability balance at December 31, 2020 was approximately $2.1 million and $114.1 million, respectively, and 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. Activity in the allowance for doubtful accounts for the periods indicated was as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2021 2020 2021 2020 Allowance for doubtful accounts at beginning of period $ — $ 89 $ — $ 75 Plus: provision for (reduction in) allowance — — — 14 Less: write-offs, net of recoveries — — — — Allowance for doubtful accounts at period end $ — $ 89 $ — $ 89 |
Property, plant and equipment,
Property, plant and equipment, net | 9 Months Ended |
Sep. 30, 2020 | |
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, 2021 December 31, 2020 Buildings and leasehold improvements $ 6,263 $ 4,402 Land 17,600 17,600 Construction equipment 225,143 192,402 Office equipment, furniture and fixtures 3,642 3,620 Vehicles 7,888 7,326 260,536 225,350 Accumulated depreciation (120,024) (94,604) Property, plant and equipment, net $ 140,512 $ 130,746 Depreciation expense of property, plant and equipment was $10,960 and $9,282 for the three months ended September 30, 2021 and 2020, respectively, and was $29,558 and $26,575 for the nine months ended September 30, 2021 and 2020, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | 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, 2020 $ 3,020 $ 34,353 $ 37,373 Adjustments — — — December 31, 2020 $ 3,020 $ 34,353 $ 37,373 Adjustments — — — September 30, 2021 $ 3,020 $ 34,353 $ 37,373 Intangible assets consisted of the following as of the dates indicated: September 30, 2021 December 31, 2020 ($ 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 $ (11,320) $ 15,180 4.25 years $ 26,500 $ (8,481) $ 18,019 5 years Trade name 13,400 (7,995) 5,405 2.25 years 13,400 (5,985) 7,415 3 years $ 39,900 $ (19,315) $ 20,585 $ 39,900 $ (14,466) $ 25,434 Amortization expense associated with intangible assets for the three months ended September 30, 2021 and 2020, totaled $1.6 million and $3.3 million, respectively, and $4.8 million and $10.0 million for the nine months ended September 30, 2021 and 2020, respectively. The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2021 through 2025: (in thousands) Remainder of 2021 2022 2023 2024 2025 Amortization expense $ 1,616 $ 6,466 $ 5,841 $ 3,785 $ 2,876 |
Fair value of financial instrum
Fair value of financial instruments | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Private warrants $ — $ 348 $ — $ 348 $ — $ — $ — $ — Series B Preferred Stock - Anti-dilution warrants — — 18,500 18,500 — — 8,800 8,800 Series B-1 Preferred Stock - Performance warrants — — — — — — 400 400 Total liabilities $ — $ 348 $ 18,500 $ 18,848 $ — $ — $ 9,200 $ 9,200 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 Beginning Balance, December 31, 2020 $ 8,800 $ 400 Fair value adjustment - loss (gain) recognized in other income 17,268 (400) Transfer to non-recurring fair value instrument (equity) (7,568) — Ending Balance, September 30, 2021 $ 18,500 $ — On August 2, 2021, the Company closed an underwritten public offering. At the closing of the offering, the following equity transactions were completed with ASOF Holdings I, L.P. (“ASOF”) and Ares Special Situations Fund IV, L.P. (“ASSF” and, together with ASOF, “Ares Parties”): • the Ares Parties converted all of their Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) (consisting of all of the Company's issued and outstanding shares of Series A Preferred Stock), into 2,132,273 shares of common stock; • the Company issued to the Ares Parties 507,417 shares of common stock representing shares of common stock underlying warrants that the Ares Parties were entitled to pursuant to anti-dilution rights that are triggered upon conversion of the Series A Preferred Stock described below as a part of the “ Series B Preferred Stock - Anti-Dilution Warrants ” section; For further discussion of the equity transaction see Note 8. Earnings Per Share . The information below describes the balance sheet classification and the recurring fair value measurement for these requirements: Private Warrants (recurring) - The Company has 295,000 private warrants that are not actively traded on the public markets and the Company adjusts the fair value at the end of each fiscal period using the price on that date multiplied by the remaining private warrants. The Private warrants were recorded as warrant obligations at the end of the quarter and the fair value adjustment was recorded as Warrant liability fair value adjustment for the three and nine months ended September 30, 2021. For further discussion see Note 8. Earnings Per Share . Series B Preferred Stock - Anti-dilution Warrants (recurring) - The number of common shares attributable to the warrants issued to Series B Preferred Stockholders for anti-dilution warrants were as follows; • upon conversion by Series A Preferred Stockholders and determined on a 30-day volume weighted average. As noted above, these anti-dilution warrants were issued upon the conversion of the Series A Preferred Stock as part of the equity transaction on August 2, 2021 and therefore no liability was recorded at September 30, 2021. • upon the exercise of any warrant with an exercise price of $11.50 or higher. As of September 30, 2021, the Company had 8,480,000 Merger Warrants to purchase shares of common stock at $11.50 per share. If the Merger Warrants were converted it would result in an additional 2.6 million anti-dilution warrants being issued. As of September 30, 2021, the Company recorded the anti-dilution warrants at fair value, which was estimated using a Monte Carlo simulation based on certain significant unobservable inputs, such as a risk rate premium, volatility of stock, conversion stock price, current stock price and amount of time remaining before expiration of the Merger Warrants. The calculation derived a fair value adjustment of $18.5 million to the liability based on an anti-dilution warrant fair value of $7.27. Significant unobservable inputs used in the fair value calculation as of the periods indicated were as follows: September 30, 2021 Stock price $ 11.43 Conversion stock price $ 11.50 Time before Merger Warrant expiration 1.49 Stock volatility 56.95 % Risk-free interest rate 0.18 % Series B-1 Preferred Stock - Performance Warrants (recurring) - 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. The Company remained above the Adjusted EBITDA threshold for the trailing twelve-month basis from May 31, 2020 through April 30, 2021 and therefore was not required to issue additional warrants. |
Debt and Series B Preferred Sto
Debt and Series B Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Series B Preferred Stock | Debt and Series B Preferred Stock Debt consisted of the following obligations as of: (in thousands) September 30, 2021 December 31, 2020 Term loan $ — $ 173,345 Senior unsecured notes 300,000 — Commercial equipment notes 4,170 5,582 Total principal due for long-term debt 304,170 178,927 Unamortized debt discount and issuance costs (11,231) (17,196) Less: Current portion of long-term debt (2,309) (2,506) Long-term debt, less current portion $ 290,630 $ 159,225 Debt - Series B Preferred Stock $ — $ 185,396 Unamortized debt discount and issuance costs — (11,528) Long-term Series B Preferred Stock $ — $ 173,868 Senior Unsecured Notes On August 17, 2021, IEA Energy Services LLC, a wholly owned subsidiary of the Company (“Services”), issued $300.0 million aggregate principal amount of its 6.625% senior unsecured notes due 2029 (the “Senior Unsecured Notes”), in a private placement. Interest is payable on the Senior Unsecured Notes on each February 15 and August 15, commencing on February 15, 2022. The Senior Unsecured Notes will mature on August 15, 2029. The Senior Unsecured Notes are guaranteed on a senior unsecured basis by the Company and certain of its domestic wholly-owned subsidiaries (the “Guarantors”). On or after August 15, 2024, the Senior Unsecured Notes are subject to redemption at any time and from time to time at the option of Services, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: Year Percentage 2024 103.3 % 2025 101.7 % 2026 and thereafter 100.0 % Prior to August 15, 2024, Services may also redeem some or all of the Senior Unsecured Notes at the principal amount of the Senior Unsecured Notes, plus a “make-whole premium,” together with accrued and unpaid interest. In addition, at any time prior to August 15, 2024, Services may redeem up to 40.0% of the original principal amount of the Senior Unsecured Notes with the proceeds of certain equity offerings at a redemption price of 106.63% of the principal amount of the Senior Unsecured Notes, together with accrued and unpaid interest. In connection with the issuance of the Senior Unsecured Notes, Services entered into an indenture (the “Indenture”) with the Guarantors and Wilmington Trust, National Association, as trustee, providing for the issuance of the Senior Unsecured Notes. The terms of the Indenture provides for, among other things, negative covenants that under certain circumstances would limit Services’ ability to incur additional indebtedness; pay dividends or make other restricted payments; make loans and investments; incur liens; sell assets; enter into affiliate transactions; enter into certain sale and leaseback transactions; enter into agreements restricting Services' subsidiaries' ability to pay dividends; and merge, consolidate or amalgamate or sell all or substantially all of its property, subject to certain thresholds and exceptions. The Indenture provides for customary events of default that include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other covenants or agreements in the Indenture; failure to pay certain other indebtedness; failure to pay certain final judgments; failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency. Credit Agreement On August 17, 2021, Services, as the borrower, and certain guarantors (including the Company), entered into a Credit Agreement (the “Credit Agreement”) with a syndicate of lenders and CIBC Bank USA in its capacities as the Administrative and Collateral Agent for the lenders. The Credit Agreement provides for a $150.0 million senior secured revolving credit facility. The Credit Agreement is guaranteed by the Company and certain subsidiaries of the Company (the “Credit Agreement Guarantors” and together with Services, the “Loan Parties”) and is secured by a security interest in substantially all of the Loan Parties’ personal property and assets. Services has the ability to increase available borrowing under the credit facility by an additional amount up to $50.0 million subject to certain conditions. Services may voluntarily repay and reborrow outstanding loans under the credit facility at any time subject to usual and customary breakage costs for borrowings bearing interest based on LIBOR and minimum amount requirements set forth in the Credit Agreement. The credit facility includes $100.0 million in borrowing capacity for the issuance of letters of credit. The credit facility is not subject to amortization and matures with all commitments terminating on August 17, 2026. Interest rates on the credit facility are based upon (1) an index rate that is established at the highest of the prime rate or the sum of the federal funds rate plus 0.50%, or (2) at Services’ election, a LIBOR rate, plus in either case, an applicable interest rate margin. The applicable interest rate margins are adjusted on a quarterly basis based upon Services’ first lien net leverage within the range of 1.00% to 2.50% for index rate loans and 2.00% and 3.50% for LIBOR loans. Borrowings under the credit facility shall initially bear interest at a rate per annum equal to LIBOR plus 2.50%. In addition to paying interest on outstanding principal under the credit facility, Services is required to pay a commitment fee to the lenders under the credit facility for unused commitments. The commitment fee rate ranges from 0.30% to 0.45% per annum depending on Services’ First Lien Net Leverage Ratio (as defined in the Credit Agreement). The credit facility requires Services to comply with a quarterly maximum consolidated First Lien Net Leverage Ratio test and minimum Fixed Charge Coverage ratio as follows: • Fixed Charge Coverage Ratio - The Loan Parties shall not permit the Fixed Charge Coverage Ratio (as defined in the Credit Agreement) as of the last day of any four consecutive fiscal quarter period ending on the last day of a fiscal quarter to be less than 1.20:1.00, commencing with the period ending September 30, 2021. • First Lien Net Leverage Ratio – The Loan Parties will not permit the First Lien Net Leverage Ratio (as defined in the Credit Agreement) as of the last day of any four consecutive fiscal quarter period ending on the last day of a fiscal quarter to exceed 1.75:1.00, commencing with the period ending September 30, 2021 (subject to certain increases for permitted acquisitions). In addition, the Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, limit Services’ ability and the ability of its restricted subsidiaries including the Company to incur indebtedness or guarantee debt; incur liens; make investments, loans and acquisitions; merge, liquidate or dissolve; sell assets, including capital stock of subsidiaries; pay dividends on its capital stock or redeem, repurchase or retire its capital stock; amend, prepay, redeem or purchase subordinated debt; and engage in transactions with affiliates. The Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs, the lenders under the credit facility are entitled to take various actions, including the acceleration of amounts due under the credit facility and all actions permitted to be taken by a secured creditor. Third A&R Credit Agreement and Term Loan Prior to entering into the Credit Agreement, we were party to that certain Third A&R Credit Agreement, dated May 15, 2019, as amended (the “Third A&R Credit Agreement”), which governed the terms of our term loan (the “Term Loan”) and provided for revolving credit commitments of up to $75.0 million, upon the terms and subject to the satisfaction of the conditions set forth in the Third A&R Credit Agreement. The Term Loan was repaid in full and the Third A&R Credit Agreement has been terminated. The stated interest rate for the senior notes as of September 30, 2021 was 6.625%. The weighted average interest rate for the Third A&R Credit Agreement term loan as of December 31, 2020 was 7.00%. Series B Preferred Stock In 2019, the Company entered into three equity purchase agreements and issued Series B Preferred Stock. The Series B Preferred Stock was a mandatorily redeemable financial instrument under ASC Topic 480 and had 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 Stock was February 15, 2025. On August 17, 2021, the Company redeemed all of the shares of Series B Preferred Stock at the Optional Redemption Price per share. The Optional Redemption Price was a price per share of Series B Preferred Stock in cash equal to $1,500, plus all accrued and unpaid dividends thereon since the immediately preceding dividend date calculated through the day prior to such redemption, minus the amount of any Series B preferred cash dividends actually paid. See the table below for further discussion of proceeds and the loss on extinguishment. Debt and Series B Preferred Stock Extinguishment The Company used the proceeds from the Senior debt and equity transaction discussed in Note 8. Earnings Per Share and the New Credit Facility discussed above to redeem all of the Series B Preferred Stock and paid off the Term Loan. Below is a summary of the the use of proceeds: Use of Proceeds ($ in millions) Proceeds from Equity transaction $ 193.5 Proceeds from Debt transaction 300.0 Transaction proceeds 493.5 Less: Deferred Fees (11.4) Net transaction proceeds $ 482.1 Series B Preferred Stock redemption $ (264.9) Term Loan payoff (173.3) Revolver and letter of credit payoff (22.4) Total use of proceeds $ (460.6) Loss on Extinguishment of Debt Series B Preferred Stock - Make Whole Premium $ 47.3 Write-off of deferred fees related to term loan 13.2 Series B Preferred Stock - write-off of deferred fees and discount 40.5 Loss on Extinguishment of Debt $ 101.0 Contractual Maturities Contractual maturities of the Company's outstanding principal on debt obligations as of September 30, 2021: (in thousands) Maturities Remainder of 2021 $ 633 2022 1,952 2023 838 2024 442 2025 239 Thereafter 300,066 Total contractual maturities $ 304,170 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
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 ASC 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 $52.8 million and $57.6 million at September 30, 2021 and December 31, 2020, respectively. Gross property under this capitalized lease agreement at September 30, 2021 and December 31, 2020, totaled $144.9 million and $128.0 million, less accumulated depreciation of $70.2 million and $55.1 million, respectively, for net balances of $74.7 million and $72.9 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 2021 $ 6,846 2022 25,050 2023 11,125 2024 6,951 2025 4,870 Thereafter 1,721 Future minimum lease payments 56,563 Less: Amount representing interest (3,713) Present value of minimum lease payments 52,850 Less: Current portion of finance lease obligations 24,724 Finance lease obligations, less current portion $ 28,126 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 $38.5 million and $38.0 million at September 30, 2021 and December 31, 2020, respectively. Property under these operating lease agreements at September 30, 2021 and December 31, 2020, totaled $37.0 million and $36.5 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 2021 $ 3,247 2022 11,983 2023 9,476 2024 5,058 2025 2,285 Thereafter 18,960 Future minimum lease payments 51,009 Less: Amount representing interest (12,481) Present value of minimum lease payments 38,528 Less: Current portion of operating lease obligations 10,196 Operating lease obligations, less current portion $ 28,332 Lease Information Three months ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Finance Lease cost: Amortization of right-of-use assets $ 5,855 $ 5,281 $ 17,533 $ 16,836 Interest on lease liabilities 758 891 2,364 3,017 Operating lease cost 3,186 3,340 9,759 10,307 Short-term lease cost 61,222 49,817 120,450 116,585 Variable lease cost 2,214 891 6,372 2,835 Sublease Income (33) (33) (100) (99) Total lease cost $ 73,202 $ 60,187 $ 156,378 $ 149,481 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 758 $ 891 $ 2,363 $ 3,017 Operating cash flows from operating leases $ 3,232 $ 3,275 $ 9,656 $ 10,003 Weighted-average remaining lease term - finance leases 2.84 years 2.55 years Weighted-average remaining lease term - operating leases 7.55 years 8.16 years Weighted-average discount rate - finance leases 5.49 % 6.07 % Weighted-average discount rate - operating leases 6.75 % 6.94 % Letters of Credit and Surety Bonds In the ordinary course of business, the Company is required to post letters of credit and surety bonds to customers in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit or surety bond commits the issuer to pay specified amounts to the holder of the letter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount to a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of September 30, 2021, and December 31, 2020, the Company was contingently liable under letters of credit issued under our credit facility, in the amount of $33.7 million and $7.8 million, respectively, related to projects and insurance. In addition, as of September 30, 2021 and December 31, 2020, the Company had outstanding surety bonds on projects with nominal amounts of $3.2 billion and $2.8 billion, respectively. The remaining approximate exposure related to these surety bonds amounted to $400.0 million and $293.1 million, respectively. Legal Proceedings The Company is a nominal defendant to a lawsuit, instituted in December 2019 in the Delaware Chancery Court by a purported stockholder of the Company, against the Company’s Board of Directors, Oaktree Capital Management ("Oaktree"), and Ares Management, LLC ("Ares"), from which Ares was subsequently dismissed. The complaint asserts a variety of claims arising out of the sale of Series B Preferred Stock and warrants to Ares and Oaktree in May 2019. The complaint alleges claims for breach of fiduciary duty directly on behalf of putative class of stockholders and derivatively on behalf of the Company, aiding and abetting breach of fiduciary duty both derivatively and directly, and unjust enrichment derivatively on behalf of the Company. The plaintiff is seeking rescission of the transaction, unspecified monetary damages, and fees. On July 28, 2021, the Company and the plaintiff stockholder entered into a memorandum of understanding to settle the lawsuit against all defendants, subject to approval by the Delaware Chancery Court, the terms of which do not require payment of any settlement funds to the plaintiff except that, as they are entitled to do under Delaware law, the plaintiffs are entitled to ask the Court to award them attorneys’ fees in connection with the settlement. The timing of the approval of the settlement, if any, by the Court is unknown at this time but is not expected to occur prior to year-end. The Company has placed its director and officer liability insurance carriers on notice of the lawsuit and the proposed settlement; pursuant to the coverage terms, the Company is subject to a $1.5 million deductible, which the Company has exhausted. Pursuant to agreements entered into in connection with the sale of Series B Preferred Stock, the Company is obligated to indemnify Oaktree and Ares for any legal fees and damages incurred by either of them in connection with this matter. The Company is involved in a variety of other legal cases, claims and other disputes that arise from time to time in the ordinary course of its business. While the Company believes it has good defense against these cases and intends to defend them vigorously, it cannot provide assurance that it will be successful in recovering all or any of the potential damages it has claimed or in defending claims against the Company. While the lawsuits and claims are asserted for amounts that may be material, should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2021 | |
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 and net income allocated to participating securities. If there is a net loss, the amount of the loss is increased by those preferred dividends. Diluted EPS, where applicable, assumes the dilutive effect of (i) Series A cumulative convertible preferred stock, using the if-converted method, (ii) publicly traded warrants, (iii) Series B Preferred Stock - Warrants and (iv) the assumed exercise of in-the-money stock options 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. Public Offering On August 2, 2021, the Company closed an underwritten public offering of 10,547,866 shares of common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $11.00 per share and pre-funded warrants (the “Pre-Funded Warrants”) to purchase an additional 7,747,589 shares of Common Stock at a price of $10.9999 per Pre-Funded Warrant (the “Offering”). The Pre-Funded Warrants to purchase 7,747,589 shares of our Common Stock were issued to ASOF in connection with the closing of the Offering. The Pre-Funded Warrants have an exercise price of $0.0001 per share and do not expire and are exercisable at any time after their original issuance. The Pre-Funded Warrants may not be exercised by the holder to the extent that the holder, together with its affiliates that report together as a group under the beneficial ownership rules, would beneficially own, after such exercise more than 32.0% of our issued and outstanding Common Stock. At the closing of the Offering the Ares Parties completed the following equity transactions: • converted all of their Series A Preferred Stock into 2,132,273 shares of Common Stock; • the Company issued to the Ares Parties 507,417 shares of Common Stock representing shares of Common Stock underlying warrants that the Ares Parties were entitled to pursuant to anti-dilution rights that are triggered upon conversion of the Series A Preferred Stock described in Note 5. Fair value of financial instruments ; and • the Company issued to the Ares Parties 5,996,310 shares of Common Stock for the exercise of warrants that were issued to the Ares Parties in connection with their original purchases of Series B Preferred Stock (the “Series B Preferred Stock - Warrants”). The calculations of basic and diluted EPS, are as follows: Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ (99,649) $ 11,266 (115,384) 2,120 Less: Convertible Preferred Stock dividends (255) (619) (1,587) (1,991) Less: Net income allocated to participating securities — (2,854) — (35) Net income (loss) available to common stockholders (99,904) 7,793 (116,971) 94 Denominator: Weighted average common shares outstanding - basic 38,038,055 20,968,271 28,577,230 20,748,193 Series B Preferred Stock - Warrants (3) — 7,683,903 — — Convertible Series A Preferred Stock — 4,758,887 — — Merger Warrants — — — — Options — — — — RSUs (4) — 1,925,003 — — Weighted average common shares outstanding - diluted 38,038,055 35,336,064 28,577,230 20,748,193 Anti-dilutive: Convertible Series A Preferred Stock (1) — — — 6,920,305 Merger Warrants (2) 536,719 — 1,435,878 — Series B Preferred Stock - Warrants (3) 135,259 — 135,259 7,680,981 Pre-Funded Warrants (4) 7,747,589 — 7,747,589 — Options (5) 59,284 — 94,665 — RSUs (6) 1,667,430 — 1,728,764 1,825,123 Basic EPS (2.63) 0.37 (4.09) — Diluted EPS (2.63) 0.32 (4.09) — (1) On August 2, 2021 the Series A Preferred Stock was converted into common shares and therefore has been excluded from the anti-dilutive section above for the three and nine months ended September 30, 2021. (2) For the three months and nine months ended September 30, 2020, Merger 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 not greater than the average market price of the common stock during the period. For the three and nine months ended September 30, 2021, these warrants were calculated using the treasury stock method and were anti-dilutive. (3) Series B Preferred Stock - Warrants are considered as participating securities because the holders are entitled to participate in any distributions similar to that of common shareholders. On August 2, 2021, the Company issued to the Ares Parties 5,996,310 shares of Common Stock for the exercise of warrants that were issued to the Ares Parties in connection with their original purchases of Series B Preferred Stock. As of the three and nine month ended September 30, 2021, there were 135,259 Series B Preferred Stock - Warrants that were considered anti-dilutive. (4) On August 2, 2021 the Company issued 7,747,589 Pre-Funded Warrants to ASOF that are considered participating because the holders are entitled to participate in any distributions similar to that of common shareholders. (5) As of September 30, 2020, there were 504,214 of vested and unvested options not considered 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. (6) As of September 30, 2021 and 2020, 116,867 and 611,166 unvested RSUs, respectively. These awards were not considered dilutive as the respective performance targets were not achieved. Merger Warrants On August 4, 2015, M III formed a Special Purpose Acquisition Corporation and issued public and private warrants before the Merger with the Company. As of September 30, 2021, the Company had 16,925,160 Merger Warrants outstanding, of which 295,000 are considered private warrants. Two Merger Warrants will be exercisable for one share of our common stock at $11.50 per share until the expiration on March 26, 2023. For further discussion about the valuation of the private warrants see Note 5. Fair Value of Financial Instruments. Series B Preferred Stock Anti-dilution Warrants The Company also had potential outstanding warrants related to the Series B Preferred Stock issuance. Additional warrants would be issued if the exercise of any warrant with an exercise price of $11.50 or higher. See Note 5. Fair value of financial instruments for further discussion . 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 an 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, 2021 and 2020, we recognized $1.5 million and $1.1 million in compensation expense, respectively, and $4.2 million and $3.1 million for the nine months ended September 30, 2021 and 2020, respectively. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes The Company’s statutory federal tax rate was 21.00% for the periods ended September 30, 2021 and 2020, respectively. State tax rates for the same period vary among states and range from approximately 0.8% to 11.5%. A small number of states do not impose an income tax. The effective tax rates for the three months ended September 30, 2021 and 2020 were (2.3)% and 35.3%, respectively, and were (3.6)% and 82.5% for the nine months ended September 30, 2021 and 2020, respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from permanent differences related to the interest and other expenses accrued for the Series B Preferred Stock and executive compensation, which is not deductible for federal and state income taxes. There were no changes in uncertain tax positions during the periods ended September 30, 2021 and 2020. 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 affected the consolidated financial statements for the year ended December 31, 2020. The Company has also made use of the payroll deferral provision to defer social security tax of approximately $13.6 million through December 31, 2020. Half of this amount is required to be paid on December 31, 2021 and the other half by December 31, 2022. |
Segments (Notes)
Segments (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Segments [Abstract] | |
Segment Reporting Disclosure | 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) 2021 2020 2021 2020 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 517,172 74.1 % $ 327,051 62.6 % $ 1,122,400 73.2 % $ 900,059 66.1 % Specialty Civil 180,587 25.9 % 195,181 37.4 % 411,919 26.8 % 460,940 33.9 % Total revenue $ 697,759 100.0 % $ 522,232 100.0 % $ 1,534,319 100.0 % $ 1,360,999 100.0 % Segment Gross Profit Gross profit by segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 51,867 10.0 % $ 37,371 11.4 % $ 106,930 9.5 % $ 100,183 11.1 % Specialty Civil 20,303 11.2 % 21,518 11.0 % 35,264 8.6 % 45,988 10.0 % Total gross profit $ 72,170 10.3 % $ 58,889 11.3 % $ 142,194 9.3 % $ 146,171 10.7 % |
Investments, Equity Method and
Investments, Equity Method and Joint Ventures | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | Joint Ventures As of September 30, 2021, the Company did not have any VIEs but did have one joint venture that used the proportionate consolidation method at 25% ownership. The following balances were included in the condensed consolidated financial statements: (in thousands) September 30, 2021 Assets Cash $ 7,939 Accounts receivable 847 Contract assets 2,412 Liabilities Accounts payable $ 2,569 Contract liabilities 6,394 Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Revenue $ 5,835 $ 15,425 Cost of revenue 3,599 13,189 Selling, general and administrative expenses (450) — |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related Party Transactions On August 2, 2021, as part of the equity transactions the Company entered into the Stockholders’ Agreement with the Ares Parties. Pursuant to the Stockholders’ Agreement: • The Ares Parties are entitled to designate two members of our Board for so long as the Ares Parties and their affiliates beneficially own less than 20% but more than or equal to 10% of our Common Stock, and no representatives if the Ares Parties and their affiliates beneficially own less than 10% of our Common Stock. The Stockholders’ Agreement also requires us to take any and all necessary action to reduce the number of directors on the Board to nine and to cause the Board to be comprised of a total of nine directorships (in each case, including (or assuming) both of the Ares representatives are members of the Board) immediately following the first annual or special meeting at which directors are elected following the closing of the Offering. • The Ares Parties agreed not to transfer any equity securities acquired in the Offering (including Common Stock, Pre-Funded Warrants and shares of Common Stock issuable upon exercise of the Pre-Funded Warrants) until twelve months following the initial closing of the Offering; provided, however, that certain transfers in connections with consolidations and reorganizations, tender or exchange offers, exercises of registration rights and certain distributions are permitted. • The Ares Parties agreed, with respect to themselves and their controlled affiliates acting on their behalf, for a period of time up to the earlier of the thirty-month anniversary of the date of closing of the Offering, or the earlier occurrence of the date in which the Ares Parties and their affiliates beneficially own less than 10% of our outstanding Common Stock, a change of control transaction, a material breach of the Stockholders’ Agreement by us, an event of default by us with respect to the our senior notes or credit agreements or other indebtedness exceeding $50.0 million, or any winding up, dissolution or liquidation or bankruptcy (subject to certain permitted exceptions): ◦ not to transfer its Common Stock to competitors (as defined in the Stockholders’ Agreement) or any person that would beneficially own more than 20% of our Common Stock, subject to certain permitted exceptions; ◦ not to take, or permit their controlled affiliates acting on their behalf to take, certain actions, subject to certain permitted exceptions, including, but not limited to: ◦ making any public announcement, proposal or offer, with respect to (a) acquisitions of additional Common Stock, (b) any restructuring, recapitalization, liquidation or similar transaction, (c) the election of directors other than the Ares Parties’ designees or (d) changes to the Board and calling of special meetings; ◦ publicly seek a change in the composition or size of the Board; ◦ deposit any voting securities into a voting trust; ◦ acquire any voting securities or beneficial ownership thereof greater than the Ares Parties’ beneficial ownership following closing of the Offering and 37.8% of the Common Stock on an Adjusted Outstanding Basis (as defined therein); ◦ call for, or initiate, propose or requisition a call for any general or special meeting; ◦ publicly state an intention, plan or arrangement to do any of the foregoing; or ◦ intentionally and knowingly instigate, facilitate, encourage or assist any third party to do any of the foregoing; and • to cause all voting securities to be present at any annual or special meeting in which directors are to be elected, to vote such securities either as recommended by the Board, or in the same proportions as votes cast by other voting securities with respect to director nominees or other nominees and in favor of any director nominee of the Ares Parties, not to vote in favor of a change of control transaction pursuant to which the Ares Parties would receive consideration that is different in amount or form from other stockholders unless approved by the Board; and • the Ares Parties are afforded reasonable access to our books and records for so long as the Ares Parties have a right to designate a director to the Board. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent EventsOn October 3, 2021, ASOF exchanged 3,420,267 non-voting Pre-Funded Warrants for 3,420,236 shares of the Company's Common Stock in a cashless exercise. ASOF may not exercise the balance of the pre-funded warrants if it would cause them to exceed a 32% ownership percentage. |
Business, Basis of Presentati_2
Business, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Segment Reporting, Policy | We segregate our business into two reportable segments: the Renewables segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Note 10. Segments |
Consolidation, Policy | 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. The unaudited condensed consolidated financial statements include the accounts of IEA and its wholly-owned domestic and foreign subsidiaries. The Company occasionally forms joint ventures with unrelated third parties for the execution of single contracts or projects. The Company assesses its joint ventures to determine if they meet the qualifications of a variable interest entity (“VIE”) in accordance with Accounting Standard Codification (“ASC”) Topic 810, Consolidation. For construction joint ventures that are not VIEs or fully consolidated but for which the Company has significant influence, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, see Note 11. Joint Ventures. 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 and notes thereto included in the Company’s 2020 Annual Report on Form 10-K. |
Basis of Accounting, Policy | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. |
Use of Estimates, Policy | 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.The prior period classification of the warrant liability fair value adjustment has been revised to conform to the current period presentation within the Condensed Consolidated Statements of Operations. This reclassification has no effect on net income or stockholders' equity. |
Revenue | Revenue Recognition 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 99.5% and 98.4% of consolidated revenue from operations for the three months ended September 30, 2021 and 2020, respectively, and totaled 98.8% and 97.6% for the nine months ended September 30, 2021 and 2020, 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 0.5% and 1.6% of consolidated revenue from operations for the three months ended September 30, 2021 and 2020, respectively, and totaled 1.2% and 2.4% for the nine months ended September 30, 2021 and 2020, 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 Accounting Standards Codification (“ASC”) 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, 2021, the amount of the Company’s remaining performance obligations was $1,686.7 million. The Company expects to recognize approximately 75.5% of its remaining performance obligations as revenue during the next twelve months. Revenue recognized from performance obligations satisfied in previous periods was $(0.7) million and $(0.8) million for the three months ended September 30, 2021 and 2020, respectively, and $(1.1) million and $(4.4) million for the nine months ended September 30, 2021 and 2020, 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 the 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 the transaction price are not resolved in the Company’s favor, or to the extent incentives reflected in the transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. As of September 30, 2021 and December 31, 2020, the Company included approximately $70.8 million and $52.6 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 the nature, amount, timing and uncertainty of its revenue: (in thousands) Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Renewables Segment Wind $ 416,890 $ 261,754 880,814 $ 827,442 Solar 100,282 65,297 241,586 72,617 $ 517,172 $ 327,051 $ 1,122,400 $ 900,059 Specialty Civil Segment Heavy civil $ 102,046 $ 119,713 229,802 $ 264,656 Rail 35,226 52,955 93,266 132,333 Environmental 43,315 22,513 88,851 63,951 $ 180,587 $ 195,181 $ 411,919 $ 460,940 |
Interest in Unincorporated Joint Ventures or Partnerships, Policy | Construction Joint Ventures Certain contracts are executed through joint ventures. The arrangements are often formed for the execution of single contracts or projects and allow the Company to share risks and secure specialty skills required for project execution. In accordance with ASC Topic 810, Consolidation, the Company assesses its joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether the joint venture is a VIE. The Company also evaluates whether it is the primary beneficiary of each VIE and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the entity, and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining whether it qualifies as the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. When the Company is determined to be the primary beneficiary, the VIE is consolidated. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously. Construction joint ventures that do not involve a VIE, or for which the Company is not the primary beneficiary, are evaluated for consolidation under the voting interest model that considers whether the Company owns or controls more than 50% of the voting interest in the joint venture. For construction joint ventures that are not consolidated but for which the Company has significant influence, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, whereby the Company’s proportionate share of the joint ventures’ assets, liabilities, revenue and cost of operations are included in the appropriate classifications in the Company’s consolidated financial statements. See Note 11. Joint Ventures for additional discussion regarding joint ventures. |
New Accounting Pronouncements, Policy | Recently Adopted Accounting Standards - Guidance Adopted in 2021 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company adopted the standard on January 1, 2021 on a prospective basis, which did not have an impact on our disclosures for income taxes. 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. The Company is still evaluating the new standard but does not expect it to have a material impact on our estimate of the allowance for uncollectible accounts. 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, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disaggregation of Revenue | The following tables disaggregate revenue by customers and services performed, which the Company believes best depicts the nature, amount, timing and uncertainty of its revenue: (in thousands) Three Months Ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Renewables Segment Wind $ 416,890 $ 261,754 880,814 $ 827,442 Solar 100,282 65,297 241,586 72,617 $ 517,172 $ 327,051 $ 1,122,400 $ 900,059 Specialty Civil Segment Heavy civil $ 102,046 $ 119,713 229,802 $ 264,656 Rail 35,226 52,955 93,266 132,333 Environmental 43,315 22,513 88,851 63,951 $ 180,587 $ 195,181 $ 411,919 $ 460,940 |
Schedule of revenue and accounts receivable concentrations, net of allowances | The Company did not have any revenue concentrations above 10% for the three and nine months ended September 30, 2021 and 2020, respectively. The Company did not have any accounts recievable concentrations above 10% as of September 30, 2021 and 2020, respectively. |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Contractors [Abstract] | |
Contract Assets and Contract Liabilities | (in thousands) September 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings on uncompleted contracts $ 113,296 $ 51,367 Retainage receivable 109,363 93,816 $ 222,659 $ 145,183 Contract liabilities consist of the following: (in thousands) September 30, 2021 December 31, 2020 Billings in excess of costs and estimated earnings on uncompleted contracts $ 146,156 $ 117,641 Loss on contracts in progress 125 594 $ 146,281 $ 118,235 |
Accounts Receivable, Allowance for Credit Loss | Activity in the allowance for doubtful accounts for the periods indicated was as follows: Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2021 2020 2021 2020 Allowance for doubtful accounts at beginning of period $ — $ 89 $ — $ 75 Plus: provision for (reduction in) allowance — — — 14 Less: write-offs, net of recoveries — — — — Allowance for doubtful accounts at period end $ — $ 89 $ — $ 89 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Property, plant and equipment consisted of the following: (in thousands) September 30, 2021 December 31, 2020 Buildings and leasehold improvements $ 6,263 $ 4,402 Land 17,600 17,600 Construction equipment 225,143 192,402 Office equipment, furniture and fixtures 3,642 3,620 Vehicles 7,888 7,326 260,536 225,350 Accumulated depreciation (120,024) (94,604) Property, plant and equipment, net $ 140,512 $ 130,746 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides the changes in the carrying amount of goodwill, by segment: (in thousands) Renewables Specialty Civil Total January 1, 2020 $ 3,020 $ 34,353 $ 37,373 Adjustments — — — December 31, 2020 $ 3,020 $ 34,353 $ 37,373 Adjustments — — — September 30, 2021 $ 3,020 $ 34,353 $ 37,373 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following as of the dates indicated: September 30, 2021 December 31, 2020 ($ 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 $ (11,320) $ 15,180 4.25 years $ 26,500 $ (8,481) $ 18,019 5 years Trade name 13,400 (7,995) 5,405 2.25 years 13,400 (5,985) 7,415 3 years $ 39,900 $ (19,315) $ 20,585 $ 39,900 $ (14,466) $ 25,434 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2021 through 2025: (in thousands) Remainder of 2021 2022 2023 2024 2025 Amortization expense $ 1,616 $ 6,466 $ 5,841 $ 3,785 $ 2,876 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Private warrants $ — $ 348 $ — $ 348 $ — $ — $ — $ — Series B Preferred Stock - Anti-dilution warrants — — 18,500 18,500 — — 8,800 8,800 Series B-1 Preferred Stock - Performance warrants — — — — — — 400 400 Total liabilities $ — $ 348 $ 18,500 $ 18,848 $ — $ — $ 9,200 $ 9,200 |
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 Beginning Balance, December 31, 2020 $ 8,800 $ 400 Fair value adjustment - loss (gain) recognized in other income 17,268 (400) Transfer to non-recurring fair value instrument (equity) (7,568) — Ending Balance, September 30, 2021 $ 18,500 $ — |
Fair Value Measurement Inputs and Valuation Techniques | Significant unobservable inputs used in the fair value calculation as of the periods indicated were as follows: September 30, 2021 Stock price $ 11.43 Conversion stock price $ 11.50 Time before Merger Warrant expiration 1.49 Stock volatility 56.95 % Risk-free interest rate 0.18 % |
Debt and Series B Preferred S_2
Debt and Series B Preferred Stock (Tables) | Aug. 17, 2021 | Sep. 30, 2021 |
Debt Disclosure [Abstract] | ||
Schedule of debt | Debt consisted of the following obligations as of: (in thousands) September 30, 2021 December 31, 2020 Term loan $ — $ 173,345 Senior unsecured notes 300,000 — Commercial equipment notes 4,170 5,582 Total principal due for long-term debt 304,170 178,927 Unamortized debt discount and issuance costs (11,231) (17,196) Less: Current portion of long-term debt (2,309) (2,506) Long-term debt, less current portion $ 290,630 $ 159,225 Debt - Series B Preferred Stock $ — $ 185,396 Unamortized debt discount and issuance costs — (11,528) Long-term Series B Preferred Stock $ — $ 173,868 | |
Debt Instrument Redemption | On or after August 15, 2024, the Senior Unsecured Notes are subject to redemption at any time and from time to time at the option of Services, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: Year Percentage 2024 103.3 % 2025 101.7 % 2026 and thereafter 100.0 % | |
Schedule of Extinguishment of Debt | The Company used the proceeds from the Senior debt and equity transaction discussed in Note 8. Earnings Per Share and the New Credit Facility discussed above to redeem all of the Series B Preferred Stock and paid off the Term Loan. Below is a summary of the the use of proceeds: Use of Proceeds ($ in millions) Proceeds from Equity transaction $ 193.5 Proceeds from Debt transaction 300.0 Transaction proceeds 493.5 Less: Deferred Fees (11.4) Net transaction proceeds $ 482.1 Series B Preferred Stock redemption $ (264.9) Term Loan payoff (173.3) Revolver and letter of credit payoff (22.4) Total use of proceeds $ (460.6) Loss on Extinguishment of Debt Series B Preferred Stock - Make Whole Premium $ 47.3 Write-off of deferred fees related to term loan 13.2 Series B Preferred Stock - write-off of deferred fees and discount 40.5 Loss on Extinguishment of Debt $ 101.0 | |
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, 2021: (in thousands) Maturities Remainder of 2021 $ 633 2022 1,952 2023 838 2024 442 2025 239 Thereafter 300,066 Total contractual maturities $ 304,170 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Finance Lease, Liability, Fiscal Year Maturity | The future minimum payments of finance lease obligations are as follows: (in thousands) Remainder of 2021 $ 6,846 2022 25,050 2023 11,125 2024 6,951 2025 4,870 Thereafter 1,721 Future minimum lease payments 56,563 Less: Amount representing interest (3,713) Present value of minimum lease payments 52,850 Less: Current portion of finance lease obligations 24,724 Finance lease obligations, less current portion $ 28,126 |
Lessee, Operating Lease, Liability, Maturity | The future minimum payments under non-cancelable operating leases are as follows: (in thousands) Remainder of 2021 $ 3,247 2022 11,983 2023 9,476 2024 5,058 2025 2,285 Thereafter 18,960 Future minimum lease payments 51,009 Less: Amount representing interest (12,481) Present value of minimum lease payments 38,528 Less: Current portion of operating lease obligations 10,196 Operating lease obligations, less current portion $ 28,332 |
Schedule of Additional Lease Information | Lease Information Three months ended Nine Months Ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Finance Lease cost: Amortization of right-of-use assets $ 5,855 $ 5,281 $ 17,533 $ 16,836 Interest on lease liabilities 758 891 2,364 3,017 Operating lease cost 3,186 3,340 9,759 10,307 Short-term lease cost 61,222 49,817 120,450 116,585 Variable lease cost 2,214 891 6,372 2,835 Sublease Income (33) (33) (100) (99) Total lease cost $ 73,202 $ 60,187 $ 156,378 $ 149,481 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 758 $ 891 $ 2,363 $ 3,017 Operating cash flows from operating leases $ 3,232 $ 3,275 $ 9,656 $ 10,003 Weighted-average remaining lease term - finance leases 2.84 years 2.55 years Weighted-average remaining lease term - operating leases 7.55 years 8.16 years Weighted-average discount rate - finance leases 5.49 % 6.07 % Weighted-average discount rate - operating leases 6.75 % 6.94 % |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 2021 2020 Numerator: Net income (loss) $ (99,649) $ 11,266 (115,384) 2,120 Less: Convertible Preferred Stock dividends (255) (619) (1,587) (1,991) Less: Net income allocated to participating securities — (2,854) — (35) Net income (loss) available to common stockholders (99,904) 7,793 (116,971) 94 Denominator: Weighted average common shares outstanding - basic 38,038,055 20,968,271 28,577,230 20,748,193 Series B Preferred Stock - Warrants (3) — 7,683,903 — — Convertible Series A Preferred Stock — 4,758,887 — — Merger Warrants — — — — Options — — — — RSUs (4) — 1,925,003 — — Weighted average common shares outstanding - diluted 38,038,055 35,336,064 28,577,230 20,748,193 Anti-dilutive: Convertible Series A Preferred Stock (1) — — — 6,920,305 Merger Warrants (2) 536,719 — 1,435,878 — Series B Preferred Stock - Warrants (3) 135,259 — 135,259 7,680,981 Pre-Funded Warrants (4) 7,747,589 — 7,747,589 — Options (5) 59,284 — 94,665 — RSUs (6) 1,667,430 — 1,728,764 1,825,123 Basic EPS (2.63) 0.37 (4.09) — Diluted EPS (2.63) 0.32 (4.09) — (1) On August 2, 2021 the Series A Preferred Stock was converted into common shares and therefore has been excluded from the anti-dilutive section above for the three and nine months ended September 30, 2021. (2) For the three months and nine months ended September 30, 2020, Merger 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 not greater than the average market price of the common stock during the period. For the three and nine months ended September 30, 2021, these warrants were calculated using the treasury stock method and were anti-dilutive. (3) Series B Preferred Stock - Warrants are considered as participating securities because the holders are entitled to participate in any distributions similar to that of common shareholders. On August 2, 2021, the Company issued to the Ares Parties 5,996,310 shares of Common Stock for the exercise of warrants that were issued to the Ares Parties in connection with their original purchases of Series B Preferred Stock. As of the three and nine month ended September 30, 2021, there were 135,259 Series B Preferred Stock - Warrants that were considered anti-dilutive. (4) On August 2, 2021 the Company issued 7,747,589 Pre-Funded Warrants to ASOF that are considered participating because the holders are entitled to participate in any distributions similar to that of common shareholders. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segments [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | Segment Revenue Revenue by segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 517,172 74.1 % $ 327,051 62.6 % $ 1,122,400 73.2 % $ 900,059 66.1 % Specialty Civil 180,587 25.9 % 195,181 37.4 % 411,919 26.8 % 460,940 33.9 % Total revenue $ 697,759 100.0 % $ 522,232 100.0 % $ 1,534,319 100.0 % $ 1,360,999 100.0 % |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated | Segment Gross Profit Gross profit by segment was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2021 2020 2021 2020 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 51,867 10.0 % $ 37,371 11.4 % $ 106,930 9.5 % $ 100,183 11.1 % Specialty Civil 20,303 11.2 % 21,518 11.0 % 35,264 8.6 % 45,988 10.0 % Total gross profit $ 72,170 10.3 % $ 58,889 11.3 % $ 142,194 9.3 % $ 146,171 10.7 % |
Investments, Equity Method an_2
Investments, Equity Method and Joint Ventures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Operating Activities of Joint Ventures | As of September 30, 2021, the Company did not have any VIEs but did have one joint venture that used the proportionate consolidation method at 25% ownership. The following balances were included in the condensed consolidated financial statements: (in thousands) September 30, 2021 Assets Cash $ 7,939 Accounts receivable 847 Contract assets 2,412 Liabilities Accounts payable $ 2,569 Contract liabilities 6,394 Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Revenue $ 5,835 $ 15,425 Cost of revenue 3,599 13,189 Selling, general and administrative expenses (450) — |
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, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Number of Reportable Segments | 2 | |||
Revenue | $ 697,759 | $ 522,232 | $ 1,534,319 | $ 1,360,999 |
Wind Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 416,890 | 261,754 | 880,814 | 827,442 |
Solar Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 100,282 | 65,297 | 241,586 | 72,617 |
Heavy Civil Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 102,046 | 119,713 | 229,802 | 264,656 |
Rail Construction Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 35,226 | 52,955 | 93,266 | 132,333 |
Environmental Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 43,315 | 22,513 | 88,851 | 63,951 |
Renewables Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 517,172 | 327,051 | 1,122,400 | 900,059 |
Specialty Civil Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 180,587 | $ 195,181 | $ 411,919 | $ 460,940 |
Business, Basis of Presentati_5
Business, Basis of Presentation and Significant Accounting Policies Schedule of concentrations for revenue and accounts receivable (Details) - Product Concentration Risk - Revenue Benchmark | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fixed-price Contract | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 99.50% | 98.40% | 98.80% | 97.60% |
Time-and-materials Contract | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 0.50% | 1.60% | 1.20% | 2.40% |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, Remaining Performance Obligation, Amount | $ 1,686,700 | $ 1,686,700 | |||
Revenue, Remaining Performance Obligation, Percentage | 75.50% | 75.50% | |||
Contract with Customer, Performance Obligation Satisfied in Previous Period | $ (700) | $ (800) | $ (1,100) | $ (4,400) | |
Contract with Customer, Revenue Recognized, Related to Unapproved Change Orders and Claims | $ 70,800 | $ 70,800 | $ 52,600 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months | 12 months |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Contractors [Abstract] | |||||
Unbilled Contracts Receivable | $ 113,296 | $ 113,296 | $ 51,367 | ||
Construction Contractor, Receivable, Retainage | 109,363 | 109,363 | 93,816 | ||
Contract Assets | 222,659 | 222,659 | 145,183 | ||
Deferred Revenue | 146,156 | 146,156 | 117,641 | ||
Provision for Loss on Contracts | 125 | 125 | 594 | ||
Contract Liabilities | 146,281 | 146,281 | $ 118,235 | ||
Contract with Customer, Liability, Revenue Recognized | $ 2,100 | $ 5,800 | $ 114,100 | $ 114,500 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Receivables [Abstract] | ||||
Accounts Receivable, Allowance for Credit Loss, Beginning of Period | $ 0 | $ 89 | $ 0 | $ 75 |
Accounts Receivable, Allowance for Credit Loss, Writeoff | 0 | 0 | 0 | 14 |
Accounts Receivable, Credit Loss Expense (Reversal) | 0 | 0 | 0 | 0 |
Accounts Receivable, Allowance for Credit Loss, End of Period | $ 0 | $ 89 | $ 0 | $ 89 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 260,536 | $ 260,536 | $ 225,350 | ||
Accumulated depreciation | (120,024) | (120,024) | (94,604) | ||
Property, plant and equipment, net | 140,512 | 140,512 | 130,746 | ||
Depreciation expense | 10,960 | $ 9,282 | 29,558 | $ 26,575 | |
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 6,263 | 6,263 | 4,402 | ||
Land | |||||
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 | 225,143 | 225,143 | 192,402 | ||
Office equipment, furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 3,642 | 3,642 | 3,620 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 7,888 | $ 7,888 | $ 7,326 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | $ 37,373 | $ 37,373 |
Goodwill, Period Increase (Decrease) | 0 | 0 |
Goodwill, Ending Balance | 37,373 | 37,373 |
Renewables Segment | ||
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 | ||
Goodwill [Line Items] | ||
Goodwill, Beginning Balance | 34,353 | 34,353 |
Goodwill, Period Increase (Decrease) | 0 | 0 |
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 | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 39,900 | $ 39,900 | $ 39,900 | ||
Accumulated Amortization | (19,315) | (19,315) | (14,466) | ||
Net Book Value | 20,585 | 20,585 | 25,434 | ||
Amortization of Intangible Assets | 1,600 | $ 3,300 | 4,800 | $ 10,000 | |
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 26,500 | 26,500 | 26,500 | ||
Accumulated Amortization | (11,320) | (11,320) | (8,481) | ||
Net Book Value | 15,180 | $ 15,180 | $ 18,019 | ||
Weighted Average Useful Life | 4 years 3 months | 5 years | |||
Trade name | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 13,400 | $ 13,400 | $ 13,400 | ||
Accumulated Amortization | (7,995) | (7,995) | (5,985) | ||
Net Book Value | $ 5,405 | $ 5,405 | $ 7,415 | ||
Weighted Average Useful Life | 2 years 3 months | 3 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net Schedule of annual expected amortization expense (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Remainder of 2021 | $ 1,616 |
2022 | 6,466 |
2023 | 5,841 |
2024 | 3,785 |
2025 | $ 2,876 |
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, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | $ 18,848 | $ 9,200 |
Merger Warrants - Private | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 348 | 0 |
Series B Preferred - Conversion Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 18,500 | 8,800 |
Series B-1 Preferred Stock 6% Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 400 |
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) | Merger Warrants - Private | ||
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 - Conversion Warrants | ||
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 | ||
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 | 348 | 0 |
Significant Other Observable Inputs (Level 2) | Merger Warrants - Private | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 348 | 0 |
Significant Other Observable Inputs (Level 2) | Series B Preferred - Conversion Warrants | ||
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 | ||
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 | 18,500 | 9,200 |
Significant Unobservable Inputs (Level 3) | Merger Warrants - Private | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Series B Preferred - Conversion Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | 18,500 | 8,800 |
Significant Unobservable Inputs (Level 3) | Series B-1 Preferred Stock 6% Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Obligations, Fair Value Disclosure | $ 0 | $ 400 |
Fair value of financial instr_4
Fair value of financial instruments - Reconciliation of Level 3 Inputs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Series B Preferred - Conversion Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance, December 31, 2020 | $ 8,800 |
Fair value adjustment - loss (gain) recognized in other income | 17,268 |
Transfer to non-recurring fair value instrument (equity) | (7,568) |
Ending Balance, September 30, 2021 | 18,500 |
Series B-1 Preferred Stock 6% Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance, December 31, 2020 | 400 |
Fair value adjustment - loss (gain) recognized in other income | 400 |
Transfer to non-recurring fair value instrument (equity) | 0 |
Ending Balance, September 30, 2021 | $ 0 |
Fair value of financial instr_5
Fair value of financial instruments - Fair Value (Details) | Sep. 30, 2021$ / sharesshares | Aug. 02, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | May 20, 2019numberOfDays |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares, issued | 44,553,902 | 21,008,745 | ||
Series A Conversion Shares | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common stock, shares, issued | 2,132,273 | |||
Anti-Dilution Shares | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Common stock, shares, issued | 507,417 | |||
Series B Preferred Stock Warrants at closing | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
30-DAY VWAP | numberOfDays | 30 | |||
Merger Warrants - Private | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Merger Warrants - Private | 295,000 | |||
Series B Merger Warrant Anti-Dilution | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Anti-dilution Warrants | 2,600,000 |
Fair value of financial instr_6
Fair value of financial instruments - Unobservable Inputs (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)timePeriod$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Share price (in dollars per share) | $ 11.43 |
Warrants and Rights Outstanding, Measurement Input | timePeriod | 1.49 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 56.95% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.18% |
Series B Merger Warrant Anti-Dilution | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ | $ 7.27 |
Merger Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Debt and Series B Preferred S_3
Debt and Series B Preferred Stock - Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 17, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | $ 304,170 | $ 178,927 | |
Debt Issuance Costs, Net | (11,231) | (17,196) | |
Long-term Debt, Current Maturities | (2,309) | (2,506) | |
Long-term debt, less current portion | 290,630 | 159,225 | |
Debt - Series B Preferred Stock | 0 | 173,868 | |
Term loan | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 0 | 173,345 | |
Series B Preferred Stock Liability | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 0 | 185,396 | |
Debt Issuance Costs, Net | 0 | (11,528) | |
Commercial equipment notes | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 4,170 | 5,582 | |
Senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | $ 300,000 | $ 300,000 | $ 0 |
Debt and Series B Preferred S_4
Debt and Series B Preferred Stock- Narrative (Details) $ in Thousands | Aug. 17, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | $ 304,170 | $ 178,927 | |
Third A&R Credit Agreement | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | ||
Term loan | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 0 | $ 173,345 | |
Debt, Weighted Average Interest Rate | 7.00% | ||
Senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | $ 300,000 | $ 300,000 | $ 0 |
Debt, Weighted Average Interest Rate | 6.625% | ||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 1.75 | ||
Fixed Charge Coverage Ratio | 1.20 |
Debt and Series B Preferred S_5
Debt and Series B Preferred Stock - Series B Preferred Stock (Details) | Aug. 17, 2021USD ($) |
Series B Preferred Stock Liability | |
Preferred Debt Details [Line Items] | |
Preferred Stock, Liquidation Preference, Value | $ 1,500 |
Debt Instrument Redemption (Det
Debt Instrument Redemption (Details) - Senior unsecured notes | Aug. 17, 2021 |
Debt Instrument, Redemption [Line Items] | |
2024 | 103.30% |
2025 | 101.70% |
2026 and thereafter | 100.00% |
Equity Proceeds Used to Extinguish Debt, Percentage | 40.00% |
Debt Instrument, Redemption Price, Percentage Before August 2024 | 106.63% |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) $ in Thousands | Aug. 17, 2021USD ($) |
Line of Credit Facility [Line Items] | |
Additional borrowing under revolving credit facility | $ 50,000 |
borrowing capacity for letters of credit | $ 100,000 |
Maximum | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Commitment Fee Percentage | 0.45% |
Minimum | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Commitment Fee Percentage | 0.30% |
London Interbank Offered Rate (LIBOR) [Member] | |
Line of Credit Facility [Line Items] | |
Minimum interest rate adjustment for revolver | 2.00% |
Maximum interest rate percentage increase for revolver | 3.50% |
Loans Receivable, Basis Spread on Variable Rate | 2.50% |
Index Rate Loans | |
Line of Credit Facility [Line Items] | |
Minimum interest rate adjustment for revolver | 1.00% |
Maximum interest rate percentage increase for revolver | 2.50% |
Loans Receivable, Basis Spread on Variable Rate | 0.50% |
Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Line of Credit Facility, Current Borrowing Capacity | $ 150,000 |
Extinguishment of Debt and Seri
Extinguishment of Debt and Series B Preferred Stock (Details) - USD ($) $ in Thousands | Aug. 17, 2021 | Aug. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Extinguishment of Debt [Line Items] | |||||||
Proceeds from issuance of debt and stock | $ 493,500 | ||||||
Debt Issuance Costs, Net | $ (11,231) | $ (11,231) | $ (17,196) | ||||
Net transaction proceeds from Equity and Debt | 482,100 | ||||||
Payments for Repurchase of Redeemable Preferred Stock | (264,937) | $ 0 | |||||
Total use of proceeds for Debt and Equity Extinguishment | (460,600) | ||||||
Loss on extinguishment of debt | 101,000 | $ (101,006) | $ 0 | $ (101,006) | $ 0 | ||
Equity | |||||||
Extinguishment of Debt [Line Items] | |||||||
Proceeds from Issuance or Sale of Equity | $ 193,500 | ||||||
Preferred Stock Redemption Premium | 47,300 | ||||||
Preferred Stock Redemption Discount | 40,500 | ||||||
Debt | |||||||
Extinguishment of Debt [Line Items] | |||||||
Proceeds from Issuance of Long-term Debt | 300,000 | ||||||
Debt Issuance Costs, Net | (11,400) | ||||||
Payments for Repurchase of Redeemable Preferred Stock | (264,900) | ||||||
Extinguishment of Debt, Amount | (173,300) | ||||||
Repayments of Lines of Credit | (22,400) | ||||||
Write off of Deferred Debt Issuance Cost | $ 13,200 |
Debt and Series B Preferred S_6
Debt and Series B Preferred Stock- Long Term Debt Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 633 |
2022 | 1,952 |
2023 | 838 |
2024 | 442 |
2025 | 239 |
Thereafter | 300,066 |
Contractual Obligation | $ 304,170 |
Commitments and contingencies -
Commitments and contingencies - Lease Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Finance Lease, Liability | $ 52,850 | $ 57,600 |
Finance Lease, Right-of-Use Asset, before Accumulated Amortization | 144,900 | 128,000 |
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, Accumulated Depreciation and Amortization | (70,200) | (55,100) |
Finance Lease, Right-of-Use Asset, after Accumulated Amortization | 74,700 | 72,900 |
Operating Lease, Liability | 38,528 | 38,000 |
Operating Lease, Right-of-Use Asset | 37,046 | $ 36,461 |
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, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosures [Abstract] | ||
Remainder of 2021 | $ 6,846 | |
2022 | 25,050 | |
2023 | 11,125 | |
2024 | 6,951 | |
2025 | 4,870 | |
Thereafter | 1,721 | |
Finance minimum lease payments | 56,563 | |
Less: Amount representing interest | (3,713) | |
Present Value of Minimum Lease Payments | 52,850 | $ 57,600 |
Current portion of finance lease obligations | 24,724 | 25,423 |
Finance lease obligations, less current portion | $ 28,126 | $ 32,146 |
Commitments and contingencies_2
Commitments and contingencies Future mimum payments of operating leases (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosures [Abstract] | ||
Remainder of 2021 | $ 3,247 | |
2022 | 11,983 | |
2023 | 9,476 | |
2024 | 5,058 | |
2025 | 2,285 | |
Thereafter | 18,960 | |
Lessee, Operating Lease, Liability, Payments, Due | 51,009 | |
Operating Leases, Future Minimum Payments, Interest Included in Payments | (12,481) | |
Operating Lease, Liability | 38,528 | $ 38,000 |
Operating Lease, Liability, Current | 10,196 | 8,835 |
Operating Lease, Liability, Noncurrent | $ 28,332 | $ 29,154 |
Commitments and contingencies S
Commitments and contingencies Schedule of Additional Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Additional Lease Information [Abstract] | ||||
Finance Lease, Right-of-Use Asset, Amortization | $ 5,855 | $ 5,281 | $ 17,533 | $ 16,836 |
Finance Lease, Interest Expense | 758 | 891 | 2,364 | 3,017 |
Operating Lease, Cost | 3,186 | 3,340 | 9,759 | 10,307 |
Short-term Lease, Cost | 61,222 | 49,817 | 120,450 | 116,585 |
Variable Lease, Cost | 2,214 | 891 | 6,372 | 2,835 |
Sublease Income | (33) | (33) | (100) | (99) |
Lease, Cost | 73,202 | 60,187 | 156,378 | 149,481 |
Operating Cashflow Finance Leases | 758 | 891 | 2,363 | 3,017 |
Operating cashflow from operating leases | $ 3,232 | $ 3,275 | $ 9,656 | $ 10,003 |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 10 months 2 days | 2 years 6 months 18 days | 2 years 10 months 2 days | 2 years 6 months 18 days |
Operating Lease, Weighted Average Remaining Lease Term | 7 years 6 months 18 days | 8 years 1 month 28 days | 7 years 6 months 18 days | 8 years 1 month 28 days |
Finance Lease, Weighted Average Discount Rate, Percent | 5.49% | 6.07% | 5.49% | 6.07% |
Operating Lease, Weighted Average Discount Rate, Percent | 6.75% | 6.94% | 6.75% | 6.94% |
Other Commitments and contingen
Other Commitments and contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||
Letters of Credit Outstanding, Amount | $ 33,700 | $ 7,800 |
Special Assessment Bond | 3,200,000 | 2,800,000 |
Litigation Settlement, Expense | 1,500 | |
Special Assessment Bond, Current | $ 400,000 | $ 293,100 |
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, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 02, 2021 | |
Numerator: | |||||||||
Net income (loss) | $ (99,649) | $ 4,699 | $ (20,434) | $ 11,266 | $ 3,597 | $ (12,743) | $ (115,384) | $ 2,120 | |
Less: Convertible Preferred Stock dividends | (255) | (619) | (1,587) | (1,991) | |||||
Less: Net income allocated to participating securities | 0 | (2,854) | 0 | (35) | |||||
Net income (loss) available to common stockholders | $ (99,904) | $ 7,793 | $ (116,971) | $ 94 | |||||
Denominator: | |||||||||
Weighted average common shares outstanding - basic | 38,038,055 | 20,968,271 | 28,577,230 | 20,748,193 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 0 | 7,683,903 | 0 | 0 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 0 | 4,758,887 | 0 | 0 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Merger Warrants | 0 | 0 | 0 | 0 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Options | 0 | 0 | 0 | 0 | |||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 1,925,003 | 0 | 0 | |||||
Weighted average common shares outstanding - diluted | 38,038,055 | 35,336,064 | 28,577,230 | 20,748,193 | |||||
Basic EPS (in dollars per share) | $ (2.63) | $ 0.37 | $ (4.09) | $ 0 | |||||
Diluted EPS (in dollars per share) | $ (2.63) | $ 0.32 | $ (4.09) | $ 0 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 135,259 | ||||||||
Redeemable Preferred Stock | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 0 | 0 | 6,920,305 | |||||
Merger Warrants | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 536,719 | 0 | 1,435,878 | 0 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||||||
Antidulitive Securities Outstanding Shares Under Average Market Price | 8,480,000 | ||||||||
Warrants for Common Stock | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 135,259 | 0 | 135,259 | 7,680,981 | |||||
Prefunded Warrants | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 7,747,589 | 0 | 7,747,589 | 0 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||||
Equity Option | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 59,284 | 0 | 94,665 | 0 | |||||
Antidulitive Securities Outstanding Shares Under Average Market Price | 504,214 | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,667,430 | 0 | 1,728,764 | 1,825,123 | |||||
Antidulitive Securities Outstanding Shares Under Average Market Price | 116,867 | 611,166 |
Earnings per share - Narrative
Earnings per share - Narrative (Details) - USD ($) | Aug. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | May 20, 2019 |
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued (in shares) | 17,483 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Share-based compensation expense | $ 1,500,000 | $ 1,100,000 | $ 4,179,000 | $ 3,067,000 | |||
Stock Issued During Period, Shares, New Issues | 10,547,866 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Shares Issued, Price Per Share | $ 11 | ||||||
Sale of Stock, Percentage of Ownership after Transaction | 32.00% | ||||||
Common stock, shares, issued | 44,553,902 | 44,553,902 | 21,008,745 | ||||
Series A Conversion Shares | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued | 2,132,273 | ||||||
Anti-Dilution Shares | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued | 507,417 | ||||||
Series B Preferred Stock Warrants at closing | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued | 5,996,310 | ||||||
Merger Warrants | |||||||
Class of Stock [Line Items] | |||||||
Merger Warrants | 16,925,160 | 16,925,160 | |||||
Merger Warrants - Private | 295,000 | 295,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||||
Prefunded Warrants | |||||||
Class of Stock [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | ||||||
Class of Warrant or Right, Outstanding | 7,747,589 | ||||||
Shares Issued, Price Per Share | $ 10.9999 | ||||||
Series B Preferred Stock Warrants at closing | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of securities excluded at closing | $ 11.50 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||||
Statutory federal tax rate | 21.00% | ||||
Effective tax rates | (2.30%) | 35.30% | (3.60%) | 82.50% | |
Increase (decrease) in uncertain tax positions | $ 0 | ||||
Tax Cuts and Jobs Act, Change in Tax Rate, Deferred Tax Liability, Income Tax Benefit | $ 13,600,000 | ||||
Minimum | |||||
Income Tax Contingency [Line Items] | |||||
State tax rate | 0.80% | ||||
Maximum | |||||
Income Tax Contingency [Line Items] | |||||
State tax rate | 11.50% |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 697,759 | $ 522,232 | $ 1,534,319 | $ 1,360,999 |
Segment revenue as a percentage of total revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Gross Profit | $ 72,170 | $ 58,889 | $ 142,194 | $ 146,171 |
Gross Profit Margin | 10.30% | 11.30% | 9.30% | 10.70% |
Renewables Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 517,172 | $ 327,051 | $ 1,122,400 | $ 900,059 |
Segment revenue as a percentage of total revenue | 74.10% | 62.60% | 73.20% | 66.10% |
Gross Profit | $ 51,867 | $ 37,371 | $ 106,930 | $ 100,183 |
Gross Profit Margin | 10.00% | 11.40% | 9.50% | 11.10% |
Specialty Civil Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 180,587 | $ 195,181 | $ 411,919 | $ 460,940 |
Segment revenue as a percentage of total revenue | 25.90% | 37.40% | 26.80% | 33.90% |
Gross Profit | $ 20,303 | $ 21,518 | $ 35,264 | $ 45,988 |
Gross Profit Margin | 11.20% | 11.00% | 8.60% | 10.00% |
Investments, Equity Method an_3
Investments, Equity Method and Joint Ventures (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule of Operating Activities of Joint Ventures [Line Items] | |||||
Cash and cash equivalents | $ 158,262,000 | $ 158,262,000 | $ 164,041,000 | ||
Accounts receivable, net | 327,406,000 | 327,406,000 | 163,793,000 | ||
Contract Assets | 222,659,000 | 222,659,000 | 145,183,000 | ||
Accounts Payable, Current | 199,487,000 | 199,487,000 | 104,960,000 | ||
Contract Liabilities | 146,281,000 | 146,281,000 | $ 118,235,000 | ||
Revenue | 697,759,000 | $ 522,232,000 | 1,534,319,000 | $ 1,360,999,000 | |
Cost of revenue | 625,589,000 | 463,343,000 | 1,392,125,000 | 1,214,828,000 | |
Selling, general and administrative expenses | 36,539,000 | $ 29,656,000 | 92,279,000 | $ 87,214,000 | |
Noncontrolling Interest in Joint Ventures | 0.25 | 0.25 | |||
Rail Joint Venture Member | |||||
Schedule of Operating Activities of Joint Ventures [Line Items] | |||||
Cash and cash equivalents | 7,939,000 | 7,939,000 | |||
Accounts receivable, net | 847,000 | 847,000 | |||
Contract Assets | 2,412,000 | 2,412,000 | |||
Accounts Payable, Current | 2,569,000 | 2,569,000 | |||
Contract Liabilities | 6,394,000 | 6,394,000 | |||
Revenue | 5,835,000 | 15,425,000 | |||
Cost of revenue | 3,599,000 | 13,189,000 | |||
Selling, general and administrative expenses | $ (450,000) | $ 0 |
Related party transactions (Det
Related party transactions (Details) $ in Thousands | Aug. 02, 2021USD ($)numberOfMonthssegment |
Related Party Transaction [Line Items] | |
Number of Board Members | 9 |
Ares | |
Related Party Transaction [Line Items] | |
Seats on Board of Directors | 2 |
Maximum Ownership for 2 Board Seats | 20.00% |
Minimum Ownership for Board Seat | 10.00% |
Indebtedness Limit | $ | $ 50,000 |
30 months from equity agreement | numberOfMonths | 30 |
Economic Ownership Percentage | 37.80% |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Oct. 03, 2021 | Aug. 02, 2021 |
Subsequent Event [Line Items] | ||
Sale of Stock, Percentage of Ownership after Transaction | 32.00% | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Class of Warrant or Right, Outstanding | 3,420,267 | |
Stock Issued During Period, Shares, Other | 3,420,236 | |
Sale of Stock, Percentage of Ownership after Transaction | 32.00% |