Washington,
| Delaware | 47-4787177 | |||||||||||||
| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) | |||||||||||||
For the quarterly period ended September 30, 2017
For the transition period from __________ to __________
Commission File Number: 001-37796
M III ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
6325 Digital Way Suite 460 Indianapolis, Indiana | ||||||||
| ||||||||
| (Address of | (Zip Code) | |||||||
Not applicable
(Former name or former address, if changed since last report)
| Title of each class | Trading Symbols(s) | Name of exchange on which registered | ||||||||||||
| Common Stock, $0.0001 par value | IEA | The NASDAQ Stock Market LLC | ||||||||||||
| Warrants for Common Stock | IEAWW | The NASDAQ Stock Market LLC | ||||||||||||
Act:
Indicate
As
M III Acquisition Corp.
Table of Contents
| Infrastructure and Energy Alternatives, Inc. | |||||||||
| Part II. OTHER | |||||||||
As of 2017 Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 (Revised) (Revised) Nine Months Ended 2017 Nine Months Ended 2016 Merger, dated November 3, 2017, with M III Acquisition Consolidation 10-K. above 10% threshold following obligations as of: 2020 and December 31, 2019, was 7.06% and 10.35%, respectively. Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 period. the liability primarily based on the significant decrease in the Company's prior year stock price. The Company 2020 and 2019, respectively. September 30, 2017 December 31, 2016 other similar words. All statements, other than statements of historical fact included in this SEC on March 12, 2020 for a discussion of the risks associated with our backlog. senior secured net leverage ratio, as set forth below: included at 12% but payment determination will be evaluated each quarter resulting in differing accumulated dividend rates. notes to condensed consolidated financial statements, included in Part I, Item 1, for discussion pertaining to certain of our investment arrangements. Quantitative and Qualitative Disclosures About Market Risk
September 30, As of
December 31, Unaudited 2016 Assets Cash $ 613,720 $ 869,058 Prepaid expense 31,295 61,292 Current Assets 645,015 930,350 Cash and securities held in Trust Account 150,723,082 150,100,471 Total Assets $ 151,368,097 $ 151,030,821 Liabilities and Stockholders' Equity Franchise tax payable 88,540 19,380 Accrued income tax $ 105,048 $ 0 Current Liabilities 193,588 19,380 Deferred underwriting fee 6,000,000 6,000,000 Total Liabilities 6,193,588 6,019,380 Commitments and Contingencies Common stock, 13,950,203 and 13,991,772 shares subject to possible redemption at September 30, 2017 and December 31, 2016, respectively 140,174,508 140,011,440 Stockholders' Equity Preferred stock, $0.0001 par value; 1,000,000 share authorized, none issued or outstanding - - Common stock, $0.0001 par value, 35,000,000 shares authorized; 5,259,797 shares issued and outstanding (excluding 13,950,203 shares subject to redemption) at September 30, 2017; 5,218,228 shares issued and outstanding (excluding 13,991,772 shares subject to redemption) at December 31, 2016 525 522 Additional Paid-in Capital 4,848,501 5,011,571 Retained earnings (accumulated deficit) 150,975 (12,092 ) Total Stockholders’ Equity 5,000,001 5,000,001 Total Liabilities and Stockholders’ Equity $ 151,368,097 $ 151,030,821 TheSeptember 30, 2020 December 31, 2019 Assets Current assets: Cash and cash equivalents $ 57,298 $ 147,259 Accounts receivable, net 186,302 203,645 Contract assets 216,513 179,303 Prepaid expenses and other current assets 20,298 16,855 Total current assets 480,411 547,062 Property, plant and equipment, net 131,558 140,488 Operating lease assets 38,460 43,431 Intangible assets, net 27,280 37,272 Goodwill 37,373 37,373 Company-owned life insurance 3,905 4,752 Deferred income taxes 3,178 12,992 Other assets 278 1,551 Total assets $ 722,443 $ 824,921 Liabilities and Stockholder's Equity (Deficit) Current liabilities: Accounts payable $ 117,320 $ 177,783 Accrued liabilities 156,467 158,103 Contract liabilities 73,999 115,634 Current portion of finance lease obligations 23,766 23,183 Current portion of operating lease obligations 9,110 9,628 Current portion of long-term debt 2,661 1,946 Total current liabilities 383,323 486,277 Finance lease obligations, less current portion 33,205 41,055 Operating lease obligations, less current portion 30,896 34,572 Long-term debt, less current portion 159,150 162,901 Debt - Series B Preferred Stock 171,878 166,141 Series B Preferred Stock - warrant obligations 8,200 17,591 Deferred compensation 7,865 8,004 Total liabilities $ 794,517 $ 916,541 Commitments and contingencies: Series A Preferred Stock, par value, $0.0001 per share; 1,000,000 shares authorized; 17,483 shares and 17,483 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively 17,483 17,483 Stockholders' equity (deficit): Common stock, par value, $0.0001 per share; 150,000,000 and 100,000,000 shares authorized; 20,983,584 and 20,460,533 shares issued and 20,983,584 and 20,446,811 outstanding at September 30, 2020 and December 31, 2019, respectively 2 2 Treasury stock, 13,722 shares at cost at December 31, 2019. 0 (76) Additional paid in capital 34,517 17,167 Accumulated deficit (124,076) (126,196) Total stockholders' equity (deficit) (89,557) (109,103) Total liabilities and stockholders' equity (deficit) $ 722,443 $ 824,921 are an integral part of the unauditedto condensed consolidated financial statements
statements.1 (unaudited) Formation and operating costs $ (354,496 ) $ (47,265 ) $ (81,014 ) $ (46,900 ) Loss from operations (354,496 ) (47,265 ) (81,014 ) (46,900 ) Interest income 622,610 31,297 300,627 31,297 Income before provision of income taxes 268,114 (15,968 ) 219,613 (15,603 ) Income tax provision (105,048 ) - (105,048 ) - Net Income / (Loss) $ 163,066 $ (15,968 ) $ 114,565 $ (15,603 ) Weighted average number of common shares outstanding - basic and diluted(1) 5,251,965 4,558,494 5,232,775 5,058,396 Net Income / (loss) per common share - basic and diluted (2) $ (0.06 ) $ ) $ (0.02 ) $ ) (1)Excludes 13,950,203 shares subject to redemption at September 30, 2017 and 562,500 shares subject to forfeiture at September 30, 2016 for failure by the underwriters to exercise their overallotment option.(2)Net Income / (loss) per common share – basic and diluted excludes interest income attributable to the shares of common stock subject to redemption for the nine months ended September 30, 2017 and 2016 of $452,390 and $23,870, respectively and for the three months ended September 30, 2017 and 2016 of $218,737 and $23,870, respectively.TheThree Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue $ 522,232 $ 422,022 $ 1,360,999 $ 939,764 Cost of revenue 463,343 369,152 1,214,828 849,728 Gross profit 58,889 52,870 146,171 90,036 Selling, general and administrative expenses 29,656 31,313 87,214 84,945 Income from operations 29,233 21,557 58,957 5,091 Other income (expense), net: Interest expense (14,975) (13,959) (47,240) (35,822) Other (expense) income 3,161 4,455 428 22,557 Income (loss) before benefit for income taxes 17,419 12,053 12,145 (8,174) (Provision) benefit for income taxes (6,153) 556 (10,025) 3,352 Net income (loss) $ 11,266 $ 12,609 $ 2,120 $ (4,822) Less: Convertible Preferred Stock dividends (619) (759) (1,991) (2,202) Less: Contingent consideration fair value adjustment 0 (4,247) 0 (23,082) Less: Net income allocated to participating securities (2,854) 0 (35) 0 Net income (loss) available for common stockholders $ 7,793 $ 7,603 $ 94 $ (30,106) Net income (loss) per common share - basic 0.37 0.37 0 (1.47) Net income (loss) per common share - diluted 0.32 0.24 0 (1.47) Weighted average shares - basic 20,968,271 20,446,811 20,748,193 20,425,801 Weighted average shares - diluted 35,336,064 35,419,432 20,748,193 20,425,801 are an integral partto condensed consolidated financial statements.the unauditedStockholders' Equity (Deficit)Common Stock Additional Paid-in Capital Treasury Stock Accumulated Deficit Total Equity (Deficit) Shares Par Value Shares Cost Balance at December 31, 2018 22,155 2 4,751 0 0 (135,931) (131,178) Net loss — — — — — (23,639) (23,639) Share-based compensation — — 1,040 — — — 1,040 Share-based payment transaction 111 0 235 (14) (76) — 159 Merger recapitalization transaction — — — — — 2,754 2,754 Cumulative effect from adoption of new accounting standard, net of tax — — — — — 750 750 Series A Preferred dividends — — (525) — — — (525) Balance at March 31, 2019 22,266 $ 2 $ 5,501 (14) $ (76) $ (156,066) $ (150,639) Net income — — — — — 6,208 6,208 Share-based compensation — — 720 — — — 720 Series B Preferred Stock - Warrants at close — — 9,422 — — — 9,422 Series A Preferred dividends — — (918) — — — (918) Balance at June 30, 2019 22,266 $ 2 $ 14,725 (14) $ (76) $ (149,858) $ (135,207) Net income 12,609 12,609 Removal of Earnout Shares (See Note 1) (1,805) — — — — — 0 Share-based compensation — — 1,052 — — — 1,052 Series B Preferred Stock - Warrants at close — — 3,000 — — — 3,000 Series A Preferred dividends — — (759) — — — (759) Balance at September 30, 2019 20,461 $ 2 $ 18,018 (14) $ (76) $ (137,249) $ (119,305) Balance at December 31, 2019 20,461 $ 2 $ 17,167 (14) $ (76) $ (126,196) $ (109,103) Net loss — — — — — (12,743) (12,743) Share-based compensation — — 1,113 — — — 1,113 Share-based payment transactions 240 0 280 (38) (84) — 196 Series B Preferred Stock - Warrants at close — — 15,631 — — — 15,631 Series A Preferred dividends — — (766) — — — (766) Balance at March 31, 2020 20,701 $ 2 $ 33,425 (52) $ (160) $ (138,939) $ (105,672) Net income — — — — — 3,597 3,597 Share-based compensation — — 844 — — — 844 Share-based payment transactions 441 0 800 (129) (235) — 565 Series A Preferred dividends — — (606) — — — (606) Balance at June 30, 2020 21,142 $ 2 $ 34,463 (181) $ (395) $ (135,342) $ (101,272) Net income — — — — — 11,266 11,266 Share-based compensation — — 1,110 — — — 1,110 Share-based payment transactions 23 — (42) — — — (42) Retirement of treasury shares (181) — (395) 181 395 — — Series A Preferred dividends — — (619) — — — (619) Balance at September 30, 2020 20,984 $ 2 $ 34,517 0 $ 0 $ (124,076) $ (89,557) statements
statements.2 (unaudited)
September 30,
September 30, Cash flows from operating activities: Net income (loss) $ 163,066 $ (15,968 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest income held in Trust Account (622,610 ) (31,297 ) Changes in operating assets and liabilities Increase in franchise tax payable 69,160 9,690 Increase (decrease) in prepaid expense 29,998 (71,292 ) Increase in accrued income tax 105,048 - Net cash used in operating activities (255,338 ) (108,867 ) Cash flows from investing activities Principal deposited in Trust Account - (150,000,000 ) Net cash used in investing activities - (150,000,000 ) Cash flows from financing activities Repayment of note payable to related party - (238,000 ) Net proceeds from issuance of units - 146,848,325 Gross proceeds from private placement - 4,600,000 Payment of offering costs - (219,291 ) Net cash provided by financing activities - 150,991,034 Net (decrease) / increase in cash (255,338 ) 882,167 Cash at beginning of the period 869,058 31,691 Cash at the end of the period $ 613,720 $ 913,858 Supplemental disclosure of non-cash financing activities Deferred underwriting fees $ 6,000,000 Deferred offering costs reclassified to equity $ 105,000 Value of common stock subject to possible redemption $ 140,006,756 Change in common stock subject to possible redemption $ 163,068 - TheNine Months Ended September 30, 2020 2019 Cash flows from operating activities: Net income (loss) $ 2,120 $ (4,822) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 36,566 36,373 Contingent consideration fair value adjustment 0 (23,082) Warrant liability fair value adjustment (171) 0 Amortization of debt discounts and issuance costs 9,343 3,765 Share-based compensation expense 3,067 2,812 Loss on sale of equipment 1,251 743 Deferred compensation (139) 1,494 Accrued dividends on Series B Preferred Stock 7,959 4,135 Deferred income taxes 9,814 (2,323) Other, net 287 0 Change in operating assets and liabilities: Accounts receivable 17,327 (19,108) Contract assets (37,210) (62,419) Prepaid expenses and other assets (3,288) (5,938) Accounts payable and accrued liabilities (64,089) 3,317 Contract liabilities (41,635) 9,580 Net cash used in operating activities (58,798) (55,473) Cash flow from investing activities: Company-owned life insurance 847 (81) Purchases of property, plant and equipment (6,727) (5,599) Proceeds from sale of property, plant and equipment 4,151 7,266 Net cash (used in) provided by investing activities (1,729) 1,586 Cash flows from financing activities: Proceeds from long-term debt 72,000 50,400 Payments on long-term debt (83,201) (121,215) Debt financing fees 0 (14,738) Payments on finance lease obligations (19,301) (15,953) Sale-leaseback transaction 0 24,343 Proceeds from issuance of Series B Preferred Stock 350 100,000 Proceeds from stock-based awards, net 718 159 Merger recapitalization transaction 0 2,754 Net cash (used in) provided by financing activities (29,434) 25,750 Net change in cash and cash equivalents (89,961) (28,137) Cash and cash equivalents, beginning of the period 147,259 71,311 Cash and cash equivalents, end of the period $ 57,298 $ 43,174 areto condensed consolidated financial statements.Nine Months Ended September 30, 2020 2019 Supplemental disclosures: Cash paid for interest 30,149 28,240 Cash paid (received) for income taxes (955) 250 Schedule of non-cash activities: Acquisition of assets/liabilities through finance lease 11,691 1,992 Acquisition of assets/liabilities through operating lease 6,028 0 Series A Preferred dividends declared 1,991 2,202 integral partAgreement and Plan of the unaudited condensed financial statements3Corp.Notes to Condensed Financial Statements (unaudited)NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSOrganizationCorporation (“M III”).General:M III Acquisition Corp. (the ‘‘Company’’) was incorporated in Delaware on August 4, 2015. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the ‘‘Business Combination’’). While it may pursuethus we are no longer an acquisition opportunity in any business, industry or sector and in any geographic region, the Company expects to focus on businesses based in North America that engage primarily in the financial services, healthcare services and industrials sectors. The Company is an ‘‘emerging“emerging growth company,’’” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the ‘‘Securities Act,’’ as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”).2012 (the ‘‘JOBS Act’’the reportable segments and their operations.At The COVID-19 pandemic has significantly affected economic conditions in the United States and internationally as national, state and local governments reacted to the public health crisis by requiring mitigation measures that have disrupted business activities for an uncertain period of time. The effects of the COVID-19 pandemic could affect the Company’s future business activities and financial results, including; new contract awards, reduced crew productivity, contract amendments/cancellations, higher operating costs and/or delayed project start dates or project shutdowns that may be requested or mandated by governmental authorities or others.2017, the Company had not commenced any operations. All activity through September 30, 2017 relates to2020. Most of the Company’s formation, the initial public offering (‘‘Offering’’) described belowconstruction services are currently deemed essential under governmental mitigation orders and workall of our business segments continue to identify and negotiate an appropriate Business Combination. The Company will not generate any operating revenues until after completion of its Business Combination, at the earliest.operate. The Company has generated non-operating incomeissued several notices of force majeure for the purpose of recognizing delays in the formconstruction schedules due to COVID-19 outbreaks on certain of interest income on cashits teams and cash equivalentshas also received notices of force majeure from the proceeds derived from the Offering.The registration statement for the Offering was declared effectiveowners of certain projects and certain subcontractors. Management does not believe that any delays on July 6, 2016. On July 12, 2016, the Company consummated the Offeringprojects related to these events of 15,000,000 units (“Units” and, with respect to the shares of common stock included in the Units, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described more fully in Note 3.Simultaneously with the closing of the Offering, the Company consummated the sale of 460,000 Units (the “Private Units” and, with respect to the shares included in the Private Units, the “Private Shares”), at a price of $10.00 per Unit in a private placement (the “Private Placement”) to the Company’s sponsor described below, and Cantor Fitzgerald & Co., the lead underwriter for the Offering (“Cantor Fitzgerald”), generating gross proceeds of $4,600,000, which is described more fully in Note 4.Sponsor and Financing:The Company’s sponsors are M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership (“M III LLC” and “M III LP,” respectively; and collectively, the ‘‘Sponsor’’). The Company intends to finance its Business Combination with net proceeds from the Offering (Note 3) and the Private Placement (Note 4). Substantially all of the net proceeds of the Offering and the Private Placement are held in the Trust Account (as defined below).The Trust Account:Following the closing of the Offering and the Private Placement on July 12, 2016, an amount of $150.0 million ($10.00 per unit) from the net proceeds of the sale of the Units in the Offering and the Private Placement was placed in a United States-based trust account (the “Trust Account”) at Citibank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, which funds may be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. The fundsforce majeure will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below, except that interest earned on the funds in the Trust Account may be released to pay taxes and up to $50,000 of dissolution expenses. The remaining proceeds of the Offering and the Private Placement, which are held outside the Trust Account, may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.4The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes and up to $50,000 of dissolution expenses, if any, none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Business Combination; (ii) the redemption of 100% of the common stock included in the Units sold in the Offering, if the Company is unable to complete its Business Combination by July 12, 2018 (subject to the requirements of law); or (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-Business Combination activity, with it being understood that funds held in the Trust Account may be released in connection with the first to occur of such transactions.Business Combination:The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and the Private Placement, although substantially all of the net proceeds of the Offering and the Private Placement are intended to be generally applied toward consummating its Business Combination with (or acquisition of) a Target Business. A ‘‘Target Business’’ means one or more target businesses that together have a fair market value equalmaterial impact on its results of operations.at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect its Business Combination.The Company, after signing a definitive agreement for its Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets upon consummation of its Business Combination to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.If the Company holds a stockholder vote or there is a tender offer for shares in connection with the Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account as of September 30, 2017 is approximately $10.05 per Public Share ($150,723,082 held in the Trust Account divided by 15,000,000 Public Shares).If the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a ‘‘group’’ (as defined under Section 13 of the Exchange Act) will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Offering (‘‘Excess Shares’’). However, the Company would not be restricting the stockholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination.5The Company must complete its Business Combination by July 12, 2018. If the Company does not complete its Business Combination by July 12, 2018, then it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (and less up to $50,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company (and Cantor Fitzgerald has agreed as part of its unit purchase agreement), pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Offering, they will be entitled to a pro rata share of the Trust Account with respect to such shares only upon the Company’s redemption or liquidation in the event the Company does not complete its Business Combination within the required time period.In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Offering. In ordertake appropriate actions to protect the amounts held inhealth and safety of the Trust Account,Company's employees, customers and business partners, including adjusting the Company’s Chairman and Chief Executive Officer has agreedCompany's standard operating procedures to respond to evolving health guidelines. Management believes that he will be liableit is taking appropriate steps to mitigate any potential impact to the Company if and toCompany; however, given the extent any claims by a vendor for services rendered or products sold touncertainty regarding the Company, or a prospective Target Business, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnitypotential effects of the underwritersCOVID-19 pandemic, any future impacts cannot be quantified or predicted with specificity.the Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Chairman and Chief Executive Officer will not be responsible to the extent of any liability for such third party claims.NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation:of America (“GAAP”) for interim financial information and in accordance with the instructions tofor Quarterly Reports on Form 10-Q and Article 10Rule 10-01 of Regulation S-X promulgated by of the SecuritiesS-X. Pursuant to these rules and Exchange Commission (the “SEC”). Certainregulations, certain information orand footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuantomitted. Adjustments necessary to arrive at net income (loss) available for common stockholders, previously disclosed in Note 8. Earnings Per Share, have been added to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensiveprior period presentation of the Company’s financial position, resultsconsolidated statements of operations or cash flows. Into be comparable with the current period presentation.the accompanying unaudited condensedthese financial statements includereflect all adjustments consisting(consisting of a normal recurring nature, whichadjustments) that are necessary for a fair presentationto present fairly the results of the financial position, operating results and cash flowsoperations for the interim periods presented. OperatingThe results of operations for the nine months ended September 30, 20172020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. The accompanying unaudited condensed2020. These financial statements should be read in conjunction with theannual reportaudited consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s 2019 Annual Report on Form 10-K filed on March 30, 2017. Emerging Growth Company:is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions fromadopted the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.6Section 102(b)(1) of the JOBS Act exempts emerging growth companiesAccounting Standards Update (“ASU”) 2014-09, Revenue from being requiredContracts with Customers, which is also referred to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registeredas Accounting Standards Codification (“ASC”) Topic 606, under the Exchange Act) are requiredmodified retrospective transition approach effective January 1, 2019, with application to comply with the new or revised financial accounting standards. The JOBS Act providesall existing contracts that a company can elect to opt outwere not substantially completed as of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable.January 1, 2019. The Company has elected notadopted this standard for interim periods beginning after December 31, 2019, and recorded adjustments to opt outthe previously issued quarterly financial statements for the nine months ended September 30, 2019. The impacts of such extended transition period which means thatadoption on the Company’s retained earnings on January 1, 2019 was primarily related to variable consideration on unapproved change orders. The cumulative impact of adopting Topic 606 required net adjustments of $750,000 to the statement of operations among revenue, cost of revenue and income taxes, thereby reducing income for the nine months ended September 30, 2019 and reducing the December 31, 2019 accumulated deficit. The Company also adjusted the September 30, 2019, statement of cash flows to reflect the impact of adoption.an accounting standardcontrol of promised goods and services is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.Cash and Securities Held in Trust Account:The amounts held in the Trust Account represent substantially all of the proceeds of the Offeringtransferred to customers, and the Private Placementamount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and are classified as restricted assets since such amounts can only be usedservices transferred. Revenue is recognized by the Company in connectionprimarily over time utilizing the cost-to-cost measure of progress for fixed price contracts and is based on costs for time and materials and other service contracts, consistent with the consummationCompany’s previous revenue recognition practices.Business Combination, except that interest earned on fundscontract 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 Trust Account may be used to pay taxes and up to $50,000 of dissolution expenses, if any. At September 30, 2017, allcontext of the assetscontract 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.Trust Account were invested inoutcome of the J.P. Morgan 100% US Treasury Money Market Fund (199) Institutional Share Class.evaluation.2017,2020, the Trust Account had earned $723,082amount of the Company’s remaining performance obligations was $886.2 million. The Company expects to recognize approximately 37.3% of its remaining performance obligations as revenue during 2020. Revenue recognized from performance obligations satisfied in interest,previous periods was $(0.8) million and $4.1 million for the three months ended September 30, 2020 and 2019, respectively, and $(4.4) million and $8.0 million for the nine months ended September 30, 2020 and 2019, respectively.heldincluded in the Trust Account, but may be releasedestimated transaction price to the Companyextent 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 pay its tax obligationsinclude estimated amounts in transaction price are based on legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer and upall 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 $50,000revenue on a cumulative catch-up basis. To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, dissolution expenses.Concentrationpreviously recognized revenue.Credit Risk:Financial instruments that potentially subjectSeptember 30, 2020 and year ended December 31, 2019, the Company to concentrationsincluded approximately $67.1 million and $73.3 million, respectively, of credit risk consistunapproved change orders and/or claims in the transaction price for certain contracts that were in the process of cash accountsbeing resolved in a financial institution, which at times, may exceed the Federal depository insurance coveragenormal course of $250,000.business, including through negotiation, arbitration and other proceedings. These transaction price adjustments are included within Contract Assets or Contract Liabilities as appropriate. The Company has not experienced losses onactively engages with its customers to complete the final change order approval process, and generally expects these accountsprocesses to be completed within one year. Amounts ultimately realized upon final acceptance by customers could be higher or lower than such estimated amounts.management believesservices performed, which the Company isbelieves best depicts how the nature, amount, timing and uncertainty of its revenue:(in thousands) Three Months Ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Renewables Segment Wind $ 261,754 $ 242,586 827,442 $ 493,689 Solar 65,297 68 72,617 2,145 $ 327,051 $ 242,654 $ 900,059 $ 495,834 Specialty Civil Segment Heavy civil $ 119,713 $ 113,829 264,656 $ 250,114 Rail 52,955 40,725 132,333 121,113 Environmental 22,513 24,814 63,951 72,703 $ 195,181 $ 179,368 $ 460,940 $ 443,930 Revenue % Revenue % Three Months Ended Nine Months Ended Accounts Receivable % September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 September 30, 2020 December 31, 2019 Company A (Specialty Civil Segment) * * * 11.7 % * * exposed to significant risks on such accounts.Measurement:ASC 820 establishes aMeasurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,”prioritizesrepresents the lessee’s right to use, or control the use of, a specified asset for the lease term. Topic 842 requires entities to adopt the new lease standard using a modified retrospective method and ranksinitially apply the related guidance at the beginning of the earliest period presented in the financial statements. (in thousands) September 30, 2020 December 31, 2019 Costs and estimated earnings in excess of billings on uncompleted contracts $ 79,801 $ 91,543 Retainage receivable 136,712 87,760 216,513 179,303 (in thousands) September 30, 2020 December 31, 2019 Billings in excess of costs and estimated earnings on uncompleted contracts $ 73,495 $ 115,570 Loss on contracts in progress 504 64 $ 73,999 $ 115,634 Three Months Ended Nine Months Ended September 30, September 30, (in thousands) 2020 2019 2020 2019 Allowance for doubtful accounts at beginning of period $ 89 $ 102 $ 75 $ 42 Plus: provision for (reduction in) allowance 0 30 14 90 Less: write-offs, net of recoveries 0 (81) 0 (81) Allowance for doubtful accounts at period end $ 89 $ 51 $ 89 $ 51 (in thousands) September 30, 2020 December 31, 2019 Buildings and leasehold improvements $ 3,420 $ 2,919 Land 17,600 17,600 Construction equipment 180,570 173,434 Office equipment, furniture and fixtures 3,618 3,487 Vehicles 12,921 6,087 218,129 203,527 Accumulated depreciation (86,571) (63,039) Property, plant and equipment, net $ 131,558 $ 140,488 (in thousands) Renewables Specialty Civil Total January 1, 2019 $ 3,020 $ 37,237 $ 40,257 Acquisition adjustments 0 (2,884) (2,884) December 31, 2019 $ 3,020 $ 34,353 $ 37,373 Adjustments 0 0 0 September 30, 2020 $ 3,020 $ 34,353 $ 37,373 September 30, 2020 December 31, 2019 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer relationships $ 26,500 $ (7,534) $ 18,966 5.25 years $ 26,500 $ (4,695) $ 21,805 6 years Trade name 13,400 (5,315) 8,085 3.25 years 13,400 (3,305) 10,095 4 years Backlog 13,900 (13,671) 229 3 months 13,900 (8,528) 5,372 1 year $ 53,800 $ (26,520) $ 27,280 $ 53,800 $ (16,528) $ 37,272 (in thousands) Remainder of 2020 2021 2022 2023 2024 Amortization expense $ 1,846 $ 6,466 $ 6,466 $ 5,841 $ 3,785 observability of inputs used to measure investments at fair value. The observability of inputsinput that is impacted by a number of factors, including the type of investment, characteristics specificsignificant to the investment, market conditions and other factors.fair value measurement. The levels within the valuation hierarchy givesare described below:highest priority to unadjustedfair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest prioritylisted on active market exchanges. unobservable inputs (Level III measurements).Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.The three levels of the fair value hierarchy under ASC 820measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as follows:Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.Level II – Pricingwell as direct or indirect observable inputs, are other than quoted prices included within Level Isuch as interest rates and yield curves that are observable for the investment, either directly or indirectly. at commonly quoted intervals.II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.In some cases, the inputs used3 — Inputs to measure fair value might fall within different levels of the fair value hierarchy. measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.September 30, 2020 December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Series B Preferred Stock - Anti-dilution warrants $ 0 $ 0 $ 7,800 $ 7,800 $ 0 $ 0 $ 4,317 $ 4,317 Series B-1 Preferred Stock - Performance warrants 0 0 400 400 0 0 400 400 Series B-3 Preferred - Closing Warrants 0 0 0 0 0 0 11,491 11,491 Rights Offering 0 0 0 0 0 0 1,383 1,383 Total liabilities $ 0 $ 0 $ 8,200 $ 8,200 $ 0 $ 0 $ 17,591 $ 17,591 (in thousands) Series B Preferred Stock - Anti-dilution warrants Series B-1 Preferred Stock - Performance warrants Series B-3 Preferred - Closing Warrants Rights Offering Beginning Balance, December 31, 2019 $ 4,317 $ 400 $ 11,491 $ 1,383 Fair value adjustment - (gain) loss recognized in other income (1,491) 0 1,677 (1,383) Transfer to non-recurring fair value instrument (liability) 7,400 0 0 0 Transfer to non-recurring fair value instrument (equity) (2,426) 0 (13,168) 0 Ending Balance, September 30, 2020 $ 7,800 $ 400 $ 0 $ 0 such cases,2019, the levelCompany entered into three equity agreements and issued Series B Preferred Stock as discussed in Note 6. Debt and Series B Preferred Stock. The agreements require that on the conversion of any of the Convertible Series A Preferred Stock to common shares, the Series B Preferred Stock will receive additional warrants (Anti-dilution Warrants) to purchase common shares at a price of $0.0001 per share. The agreements also require that if the Company fails to meet a certain Adjusted EBITDA (as that term is defined in the fair value hierarchy within whichagreements) threshold on a trailing twelve-month basis from May 31, 2020 through April 30, 2021, the investment is categorizedSeries B Preferred Stock will receive additional warrants (Performance Warrants) to purchase common shares at $0.0001 per share. On May 20, 2019, the conversion rights for the Series A Preferred Stock were amended to allow the holders of Series A Preferred Stock to convert all or any portion of Series A Preferred Stock outstanding at any point in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment.time.categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.7Financial Instruments:The fair value of the Company’s financial instruments, such as cash and payables, approximates the carrying amounts represented ininformation below describes the balance sheet classification and the recurring fair value measurement for these two requirements:the short-term nature of these instruments.Use of Estimates:The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimatestheir floating interest rates.assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dateSeries B Preferred Stockfinancial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Income Taxes:(in thousands) September 30, 2020 December 31, 2019 Term loan $ 173,345 $ 182,687 Commercial equipment notes 6,303 4,456 Total principal due for long-term debt 179,648 187,143 Unamortized debt discount and issuance costs (17,837) (22,296) Less: Current portion of long-term debt (2,661) (1,946) Long-term debt, less current portion $ 159,150 $ 162,901 Debt - Series B Preferred Stock $ 184,100 $ 180,444 Unamortized debt discount and issuance costs (12,222) (14,303) Long-term Series B Preferred Stock $ 171,878 $ 166,141 Company complies with the accounting and reporting requirements of FASB ASC 740, ‘‘Income Taxes,’’ which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.FASB ASC 740 prescribes a recognition threshold and a measurement attributeweighted average interest rate for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no uncertain tax benefitsterm loan as of September 30, 2017.(in thousands) Maturities Remainder of 2020 $ 3,717 2021 1,229 2022 15,859 2023 29,735 2024 129,108 Thereafter 0 Total contractual maturities $ 179,648 (in thousands) Remainder of 2020 $ 6,620 2021 24,716 2022 20,949 2023 5,675 2024 1,819 Thereafter 611 Future minimum lease payments 60,390 Less: Amount representing interest (3,419) Present value of minimum lease payments 56,971 Less: Current portion of finance lease obligations 23,766 Finance lease obligations, less current portion $ 33,205 (in thousands) Remainder of 2020 $ 3,136 2021 10,887 2022 9,123 2023 6,934 2024 3,454 Thereafter 20,650 Future minimum lease payments 54,184 Less: Amount representing interest (14,178) Present value of minimum lease payments 40,006 Less: Current portion of operating lease obligations 9,110 Operating lease obligations, less current portion $ 30,896 Three months ended Nine Months Ended September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 Finance Lease cost: Amortization of right-of-use assets $ 5,281 $ 6,109 $ 16,836 $ 16,954 Interest on lease liabilities 891 1,444 3,017 4,342 Operating lease cost 3,340 2,646 10,307 6,791 Short-term lease cost 49,817 16,969 116,585 31,737 Variable lease cost 891 986 2,835 3,366 Sublease Income (33) (24) (99) (71) Total lease cost $ 60,187 $ 28,130 $ 149,481 $ 63,119 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 891 $ 1,444 $ 3,017 $ 4,342 Operating cash flows from operating leases $ 3,275 $ 4,499 $ 10,003 $ 11,675 Weighted-average remaining lease term - finance leases 2.55 years 2.92 years Weighted-average remaining lease term - operating leases 8.16 years 9.04 years Weighted-average discount rate - finance leases 6.07 % 6.64 % Weighted-average discount rate - operating leases 6.94 % 6.92 % file income tax returnspost 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,United States (federal) and in various state and local jurisdictions. The Company has been subject to income tax examinations by various taxing authorities since its inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions$23.5 million and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.The Company’s policy for recording interest and penalties associated with audits is$21.0 million, respectively, related to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interestprojects. In addition, as of September 30, 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.Redeemable Common Stock:All of the 15,000,000 shares of common stock sold as part of the Units in the Offering contain a redemption feature which allows for the redemption of such common stock under the Company's liquidation or tender offer/stockholder approval provisions. The initial stockholders and Cantor Fitzgerald have waived their rights to participate in such redemption with respect to their initial shares. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company’s amended and restated certificate of incorporation does not specify a maximum redemption threshold, it provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the closing of its Business Combination.8The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital.Accordingly, at September 30, 20172020 and December 31, 2016, 13,950,2032019, the Company had outstanding surety bonds on projects of $2.7 billion and 13,991,772, respectively, of the 15,000,000 Public Shares are classified outside of permanent equity at their redemption value.$2.4 billion, respectively.redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest (approximately $10.05Company calculates earnings (loss) per share at September 30, 2017).Recent Accounting Pronouncements:Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.Offering Costs:Offering costs consist principally of legal, underwriting commissions and other costs that are directly related to the Offering. All of such underwriting costs, amounting to approximately $9,600,000 (including $3,000,000 of underwriting commissions paid upon the closing of the Offering), were incurred prior to or shortly after the consummation of the Offering and were charged to stockholders’ equity upon completion of the Offering, except that $6,000,000 of such amount is recorded as a liability(“EPS”) in the accompanying balance sheet on account of deferred underwriting commissions.Net Income (Loss) per Share:The Company compliesaccordance with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income (loss)common shareShare. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subjectoutstanding during the period.possible redemption atcommon stockholders is computed by deducting the dividends accrued for the period on cumulative preferred stock from net income, contingent consideration fair value adjustments and net income allocated to participating securities. If there is a net loss, the amount of the loss is increased by those preferred dividends and contingent consideration fair value adjustment.Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands, except per share data) 2020 2019 2020 2019 Numerator: Net income (loss) $ 11,266 $ 12,609 $ 2,120 $ (4,822) Less: Convertible Preferred Stock dividends (619) (759) (1,991) (2,202) Less: Contingent consideration fair value adjustment 0 (4,247) 0 (23,082) (2,854) 0 (35) 0 Net income (loss) available to common stockholders 7,793 7,603 94 (30,106) Denominator: Weighted average common shares outstanding - basic 20,968,271 20,446,811 20,748,193 20,425,801 Series B Preferred - Warrants 7,683,903 2,845,840 0 0 Convertible Series A Preferred 4,758,887 11,486,534 0 0 RSUs 1,925,003 640,247 0 0 Weighted average common shares outstanding - diluted 35,336,064 35,419,432 20,748,193 20,425,801 Convertible Series A Preferred 0 0 6,920,305 8,968,856 Series B Preferred - Warrants 0 0 7,680,981 1,325,779 RSUs 0 0 1,825,123 542,421 Basic EPS 0.37 0.37 0 (1.47) Diluted EPS 0.32 0.24 0 (1.47) 2017, which are not currently redeemable2020 and are not redeemable at fair value, have been excluded from the calculation of basic income (loss) per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Offering and private placement to purchase 8,936,250 shares of Class A common stock, (2) rights sold in the Offering and private placement that convert into 1,787,250 shares of Class A common stock, and (3) 1,125,000 shares of Class A common stock,2019, publicly traded warrants to purchase 562,500 shares of Class A common stock and rights that convert into 112,500 shares of Class A common stock in the unit purchase option sold to the underwriter, in the calculation of diluted income per share, since the exercise of the warrants and the conversion of the rights into8,480,000 shares of common stock is contingent uponat $11.50 per share were not considered as dilutive as the occurrencewarrants’ exercise price was greater than the average market price of future events. As a result, diluted income per common share is the same as basic income per common share for the periods.9Reconciliation of net income (loss) per common shareThe Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate induring the income of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted income (loss) per common share is calculated as follows: Net income (loss) $ 163,066 $ (15,968 ) $ 114,565 $ (15,603 ) Less: income attributable to ordinary shares subject to redemption (452,390 ) (23,870 ) (218,737 ) (23,056 ) Adjusted net loss $ (289,324 ) $ (39,839 ) $ (104,172 ) $ (38,659 ) Weighted average shares outstanding, basic and diluted 5,251,965 4,558,494 5,232,775 5,058,396 (Revised) (Revised) Basic and diluted net loss per ordinary share $ (0.06 ) $ (0.01 ) $ (0.02 ) $ (0.00 ) NOTE 3 — SUBSEQUENT EVENTSManagement has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued require potential adjustment to, or disclosure in, the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.NOTE 4 — LIQUIDITY2017,2020 and 2019, there were 504,214 and 646,405 of vested and unvested options and 611,166 and 817,817 unvested RSUs, respectively. These were also not considered as dilutive as the Company had $613,720 in its operating bank account.Based onrespective exercise price or average stock price required for vesting of such awards was greater than the foregoing, management believes thataverage market price of the Company will have sufficient working capital to meetcommon stock during the Company's needs through the earlier of consummation of its Business Combination or July 12, 2018. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective merger or acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. period. Company anticipates that its uses of cash for the next twelve months from the filing date of this Form 10-Q will be approximately $575,000 for expenses incurred in the search for target businesses, including the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of its Business Combination.As of September 30, 2017, the Company also had $150,723,082the following potential outstanding warrants related to the Series B Preferred stock issuance.cash and securitiesNote 5. Fair Value of Financial Instruments, these warrants are recorded as a liability. These warrants are not included in the Trust Account. Such amounts can only be used byweighted average share calculation as the Company in connection with the consummationcontingent event (conversion of a Business Combination, except that interest earned on funds in the Trust Account may be used to pay taxes and up to $50,000 of dissolution expenses, if any.NOTE 5 — PUBLIC OFFERINGOn July 12, 2016, the Company consummated the Offering of 15,000,000 Units at $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value and one redeemable common stock purchase warrant (the ‘‘Warrants’’). Each Warrant entitles the holder to purchase one-half of one share of common stock at a price of $5.75 (i.e., $11.50 per whole share). No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the Warrant holder. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or July 12, 2017 and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company doesSeries A Preferred Stock) had not complete its Business Combination on or prior to July 12, 2018, the Warrants will expireoccurred at the end of such period. If the Company is unable to deliver registered sharesquarter.common stock toadditional warrants would be issued if the Warrant holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in theany warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, but only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $24.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders.The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover any over-allotments, at the Offering price less the underwriting discounts and commissions. The underwriters did not exercise the over-allotment option.10NOTE 6 — RELATED PARTY TRANSACTIONSFounder Shares:In August 2015, M III LLC purchased an aggregate 3,593,750 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.007 per share. On November 5, 2015, the Company effectuated a 1.760-for-1 stock split in the form of a dividend. All share and per-share amounts have been retroactively restated for the effect of this stock split. On December 31, 2015, the Company cancelled 1,293,750 Founder Shares issued in the stock split, and on July 6, 2016, the Company cancelled a further 718,750 Founder Shares issued in the stock split, resulting in an aggregate of 4,312,500 Founder Shares outstanding. After giving effect to the forfeiture of 562,500 shares because the underwriters’ over-allotment option was not exercised, there are 3,750,000 Founder Shares currently outstanding. As a result of the stock split and subsequent partial cancellations and forfeiture, the per-share purchase price of the Founder Shares decreased to $0.006 per share. The Founder Shares are identical to the common stock included in the Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below.The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the ‘‘Lock Up Period’’). If subsequent to the Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.Private Placement Units:On July 12, 2016, the Sponsor and Cantor Fitzgerald purchased from the Company an aggregate of 460,000 private placement units, each consisting of one share of common stock and one warrant to purchase one-half of one share of common stock with an exercise price of $5.75 per half share, at a price$11.50 or higher.$10.00 per unit (the ‘‘Private Placement Units’’). 340,000 Private Placement Units were purchased by the Sponsor and 120,000 Private Placement Units were purchased by Cantor Fitzgerald. The purchase price of the Private Placement Units was added to the net proceeds from the Offering deposited in the Trust Account pending completion of the Business Combination. The Private Placement Units (including their component securities) are not transferable, assignable or salable until 30 days after the completion of the Business Combination and the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, Cantor Fitzgerald or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, Cantor Fitzgerald or their permitted transferees, the Private Placement Warrants contained in the Private Placement Units are redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units sold in the Offering. In addition, for as long as the Private Placement Warrants are held by Cantor Fitzgerald or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement related to the Offering. Otherwise, the Private Placement Warrants contained in the Private Placement Units have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Offering and have no net cash settlement provisions.If the Company does not complete its Business Combination, then the proceeds from the Private Placement Units will be part of the liquidating distribution to the public stockholders and the Private Placement Units and their component securities issued to the Sponsor and Cantor Fitzgerald will expire worthless.11Related Party Loans:M-III LLC had agreed to loan the Company an aggregate of $250,000 against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Offering. This loan was non-interest bearing and payable on the earlier of July 31, 2016 or the completion of the Offering. As of December 31, 2016, all amounts owed under the Note had been repaid. In addition to the Note, M-III LLC advanced the Company an additional $2,766 to cover expenses related to the Offering, which was also repaid upon consummation of the Offering on July 12, 2016.In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its Business Combination, the Company would repay such loaned amounts out of the proceeds released from the Trust Account. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,000,000 of such loans will be convertible into warrants of the post-Business Combination entity at a price of $0.50 per warrant at the option of the lender. The warrants would be identicalissued if the exercise of any equity issued pursuant to the Private Placement Warrants discussed above. The termsCompany’s long term incentive plan or other equity plan with a strike price of such loans$11.50 or higher.Sponsor, its affiliateBoard at 12% per annum.Company’s officersoccurrence of any non-payment event or default event and directors,until cured or waived, the foregoing rates will increase by 2% per annum.any, have not been determined and no written agreements exist with respectthe final 2019 adjusted EBITDA targets were achieved. As of September 30, 2019, the Company recorded an adjustment of $23.1 million to such loans.NOTE 7 — COMMITMENTS AND CONTINGENCIESUnderwriting Agreementpaid an underwriting discountdid not achieve the 2019 financial targets and therefore no contingent consideration was earned at December 31, 2019.2%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 Unit offering price tostock-based award, and is recognized as expense over the underwriters atemployee’s requisite service period (generally the vesting period of the award).the Offering (or $3.0 million), with an additional fee (the ‘‘Deferred Discount’’) of 4% of the gross offering proceeds payable upon the Company’s completion of a Business Combination. The Deferred Discount will be forfeited by the underwriters if the Company fails to complete its Business Combination.Registration RightsThe Company’s initial stockholders and holders of the Private Placement Units (and their constituent securities) are entitled to registration rights pursuant to a registration rights agreement signedour common stock on the date of the prospectusgrant. Stock compensation expense for the Offering. The Company’s initial stockholders and holders ofRSUs is being amortized using the Private Placement Units (and their constituent securities) are entitled to make up tostraight-line method over the service period. For the three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have ‘‘piggy-back’’ registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not provide for any cash penalties or additional penalties associated with any delays in registering the securities.NOTE 8 — TRUST ACCOUNT AND FAIR VALUE MEASUREMENTUpon the closing of the Offering and the Private Placement, a total of $150,000,000 was deposited into the Trust Account. All proceeds in the Trust Account may be invested only in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.12Atmonths ended September 30, 2017, the proceeds2020 and 2019, we recognized $1.1 million and $1.1 million in the Trust Account were invested in money market funds holding U.S. government treasury bills yielding interest of approximately 0.4%. The carrying value of the investment is stated at marketcompensation expense, respectively, and includes interest income of $723,082 at September 30, 2017, of which $622,610 was earned in$3.1 million and $2.8 million for the nine months ended September 30, 2017.following table presents information aboutCompany’s statutory federal tax rate was 21.00% for the periods ended September 30, 2020 and 2019, respectively. State tax rates for the same period vary among states and range from approximately 0.8% to 12.0%. A small number of states do not impose an income tax.thatincluding capital expenditures and cash flows by reportable segment are measured at fair value on a recurring basis at September 30, 2017 and December 31, 2016, and indicates the fair value hierarchy of the valuation inputs the Companynot produced or utilized by management to determine such fair value:Description Level Assets: Cash and securities held in Trust Account 1 $ 150,723,082 $ 150,100,471 NOTE 9 — STOCKHOLDERS’ EQUITYCommon StockThe number of authorized shares of common stock of the Company is 35,000,000 shares. Holdersevaluate segment performance. A substantial portion of the Company’s common stockfixed assets are entitledowned 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 one votethe Company's two reportable segments based on segment revenue.each sharethe power delivery, solar, wind and battery storage markets that includes design, procurement, construction, restoration, and maintenance.common stock they own. At Septemberservices that include:Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 327,051 62.6 % $ 242,654 57.5 % $ 900,059 66.1 % $ 495,834 52.8 % Specialty Civil 195,181 37.4 % 179,368 42.5 % 460,940 33.9 % 443,930 47.2 % Total revenue $ 522,232 100.0 % $ 422,022 100.0 % $ 1,360,999 100.0 % $ 939,764 100.0 % Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 37,371 11.4 % $ 27,469 11.3 % $ 100,183 11.1 % $ 44,777 9.0 % Specialty Civil 21,518 11.0 % 25,401 14.2 % 45,988 10.0 % 45,259 10.2 % Total gross profit $ 58,889 11.3 % $ 52,870 12.5 % $ 146,171 10.7 % $ 90,036 9.6 % Type of Equity Holder Ownership Percentage Series A Preferred, Series A Conversion Warrants and Exchange Warrants, Series B-3 Preferred Stock (exchange agreement) Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Series B-2 and B-3 Preferred Stock, Warrants at closing Ares 100 % 2017, there were 19,210,000 shares of common stock issued and outstanding, including 13,950,203 shares subject to redemption.Preferred StockThe Company is authorized to issue up to 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2017, there were no shares of preferred stock issued and outstanding.NOTE 10 — SUBSEQUENT EVENTOn November 3, 2017,2020, the Company entered into a First Amendment to its Third A&R Credit Agreement (the “Amendment”). The Amendment provides for, among other things, an increase in the revolving credit commitments previously available by $25.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Third A&R Credit Agreement to $75.0 million, upon the terms and Plan of Merger (the “Merger Agreement”) with IEA Energy Services LLC (“IEA Services”), Wind Merger Sub I, Inc. (“Merger Sub I”), Wind Merger Sub II, LLC (“Merger Sub II”), Infrastructure and Energy Alternatives, LLC (“IEA LLC”), Oaktree Opportunities Fund III Delaware, L.P., as seller’s representative, and (solely for certain limited purposes) M III Sponsor I LP and M III Sponsor I LLC. Pursuantsubject to the Merger Agreement, the Company will acquire allsatisfaction of the outstanding capital stock of IEA Services through a merger of Merger Sub I, a wholly owned subsidiaryconditions set forth in the Third A&R Credit Agreement, as amended by the Amendment.Company formed on October 18, 2017, withfinancial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, the percentage per annum interest rate for revolving loans and into IEA Services, with IEA Services beingswing line loans is, at the surviving companyCompany’s option, (x) LIBOR plus a margin of such merger (the “Potential Combination”)2.75% or (y) the applicable base rate plus a margin of 1.75%. Immediately followingThereafter, for any day, the Potential Combination,applicable percentage per annum interest rate for revolving loans and as part of an integrated plan, IEA Services shall be merged with and into Merger Sub II, with Merger Sub II (formed on October 18, 2017) beingswing line loans is LIBOR or the surviving company of such merger. Asbase rate plus a result of these transactions, IEA Services will become a wholly-owned subsidiarymargin depending upon the Company’s First Lien Net Leverage Ratio as of the Company. IEA Services is an engineering, procurement and construction company focused on utility-scale renewable energy facilities.Pursuant to the Merger Agreement, IEA LLC will receive (subject to certain adjustments described in the Merger Agreement) $100,000,000 in cash, 10,000,000 shares of common stock and approximately $35,000,000 in shares of preferred stocklast day of the Company, par value $0.0001 most recently ended consecutive four fiscal quarter period.share. IEA LLC will also be entitled to receive up to 9,000,000 shares of common stock inannum. Thereafter, for any day, the aggregateapplicable percentage per annum depends upon the achievement of the EBITDA thresholds specified in the Merger Agreement for the Company’s 2018 and 2019 fiscal years (with amounts not earned in 2018 available to be earned in 2019).
Senior Secured Net Leverage Ratio.13The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this“Form 10-Q”“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References in this Form 10-Q to “we,The forward-looking statements can be identified by the use of forward-looking terminology including “may,” “us”“should,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “seek,” “target,” “continue,” “plan,” “intend,” “project,” or the “Company” refer to M III Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to M III Sponsor I LP and M III Sponsor I LLC.Special Note Regarding Forward-Looking StatementsForm 10-Q including, without limitation, statements under “Management’s Discussion and AnalysisQuarterly Report, regarding expectations for the impact of Financial Condition and ResultsCOVID-19, future financial performance, business strategies, expectations for our business, future operations, liquidity positions, availability of Operations” regarding the Company’scapital resources, financial position, business strategyestimated revenues and thelosses, projected costs, prospects, plans, objectives and objectivesbeliefs of management for future operations, are forward-looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Suchbeliefsdate of this Quarterly Report and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove correct. Forward-looking statements should not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include:assumptions madethe ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completion of projects;information currently availablecost of financing, and customer consolidation;management. Actualexposure to the effects of COVID-19, including our workforce’s exposure to infection from COVID-19. As of today, we have had a low incidence of infection in our workforce.contemplatedestimates.Three Months Ended September 30, (in thousands) 2020 2019 Revenue $ 522,232 100.0 % $ 422,022 100.0 % Cost of revenue 463,343 88.7 % 369,152 87.5 % Gross profit 58,889 11.3 % 52,870 12.5 % Selling, general and administrative expenses 29,656 5.7 % 31,313 7.4 % Income from operations 29,233 5.6 % 21,557 5.1 % Interest expense, net (14,975) (2.9) % (13,959) (3.3) % Other income 3,161 0.6 % 4,455 1.1 % Income from continuing operations before income taxes 17,419 3.3 % 12,053 2.9 % (Provision) benefit for income taxes (6,153) (1.2) % 556 0.1 % Net income $ 11,266 2.2 % $ 12,609 3.0 % forward-lookingnotes to the condensed consolidated financial statements in Part 1. Financial Statements. Management’s review of reportable segment results includes analyses of trends in revenue and gross profit. The following table presents revenue and gross profit by reportable segment for the periods indicated:Three Months Ended September 30, (in thousands) 2020 2019 Segment Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 327,051 62.6 % $ 242,654 57.5 % Specialty Civil 195,181 37.4 % 179,368 42.5 % Total revenue $ 522,232 100.0 % $ 422,022 100.0 % Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 37,371 11.4 % $ 27,469 11.3 % Specialty Civil 21,518 11.0 % 25,401 14.2 % Total gross profit $ 58,889 11.3 % $ 52,870 12.5 % Nine Months Ended September 30, (in thousands) 2020 2019 Revenue $ 1,360,999 100 % $ 939,764 100.0 % Cost of revenue 1,214,828 89.3 % 849,728 90.4 % Gross profit 146,171 10.7 % 90,036 9.6 % Selling, general and administrative expenses 87,214 6.4 % 84,945 9.0 % Income from operations 58,957 4.3 % 5,091 0.5 % Interest expense, net (47,240) (3.5) % (35,822) (3.8) % Other income 428 — % 22,557 2.4 % Income from continuing operations before income taxes 12,145 0.9 % (8,174) (0.9) % (Provision) benefit for income taxes (10,025) (0.7) % 3,352 0.4 % Net income (loss) $ 2,120 0.2 % $ (4,822) (0.5) % (in thousands) Nine Months Ended September 30, 2020 2019 Segment Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 900,059 66.1 % $ 495,834 52.8 % Specialty Civil 460,940 33.9 % 443,930 47.2 % Total revenue $ 1,360,999 100.0 % $ 939,764 100.0 % Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 100,183 11.1 % $ 44,777 9.0 % Specialty Civil 45,988 10.0 % 45,259 10.2 % Total gross profit $ 146,171 10.7 % $ 90,036 9.6 % (in millions) Segments September 30, 2020 December 31, 2019 Renewables $ 1,435.5 $ 1,582.5 Specialty Civil 472.2 588.7 Total $ 1,907.7 $ 2,171.2 certaincustomer delays, regulatory factors detailedand/or other project-related factors. These changes could cause estimated revenue to be realized in periods later than originally expected, or not at all. In the past, we have occasionally experienced postponements, cancellations and reductions on construction projects, due to market volatility and regulatory factors. There can be no assurance as to our customers’ requirements or the accuracy of our estimates. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings.filingsindustry. Our methodology for determining backlog may not be comparable to the methodologies used by others. See ‘‘Item 1A. Risk Factors’’ in our Annual Report on Form 10-K filed with the SEC.Nine Months Ended September 30, (in thousands) 2020 2019 Net cash used in operating activities (58,798) (55,473) Net cash provided by (used in) investing activities (1,729) 1,586 Net cash provided by (used in) financing activities (29,434) 25,750 blank check company incorporatedrate of 12% per annum.August 3, 2015the stated value and will increase the stated value on Series B Preferred Stock effective as of the applicable dividend date without any further action by the Board at a rate of 15%. As of September 30, 2020, the Company had increased the initial stated value by $18.3 million in the aggregate rather then pay cash dividends.Delaware corporationcondition to the consummation of certain changes in control (as defined in certificate governing the Series B Preferred Stock), as well as use the net cash proceeds from certain transactions to redeem shares of Series B Preferred Stock.formedincrease the stated value of the Series A Preferred Stock, which will make cash dividends on the Series B Preferred Stock more difficult for us to make in the future. Actual decisions regarding payment of cash dividends on the Series B Preferred Stock will be made at the time of the applicable dividend payment based upon availability of capital resources, business conditions, other cash requirements, and other relevant factors.purposeentire amount of effectingthe credit instead of recovering the credit through refunds over a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses,period of years, as originally enacted by the Tax Cuts and Jobs Act (“TCJA”)we referis approximately $9.0 million through December 31, 2020. This amount is required to throughout this Form 10-Q as our Business Combination. The Company intendsbe paid at 50% on December 31, 2021 and December 31, 2022.effectuate the Business Combination using cash from the proceeds of our initial public offering (the “Offering”) and the Private Placement (as defined below), our capital stock, debt or a combination of cash, stock and debt.Subsequent to SeptemberThird A&R Credit Agreement2017, on November 3, 2017,2020, the Company entered into a First Amendment to its Third A&R Credit Agreement (the “Amendment”). The Amendment provides for, among other things, an increase in the revolving credit commitments previously available by $25.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Third A&R Credit Agreement to $75.0 million, upon the terms and Plan of Merger (the “Merger Agreement”) with IEA Energy Services LLC (“IEA Services”), Wind Merger Sub I, Inc. (“Merger Sub I”), Wind Merger Sub II, LLC (“Merger Sub II”), Infrastructure and Energy Alternatives, LLC (“IEA LLC”), Oaktree Opportunities Fund III Delaware, L.P., as seller’s representative, and (solely for certain limited purposes) M III Sponsor I LP and M III Sponsor I LLC. Pursuantsubject to the Merger Agreement, the Company will acquire allsatisfaction of the outstanding capital stock of IEA Services through a merger of Merger Sub I, a wholly owned subsidiaryconditions set forth in the Third A&R Credit Agreement, as amended by the Amendment.Company formed on October 18, 2017, withfinancial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, the percentage per annum interest rate for revolving loans and into IEA Services, with IEA Services beingswing line loans is, at the surviving companyCompany’s option, (x) LIBOR plus a margin of such merger (the “Potential Combination”)2.75% or (y) the applicable base rate plus a margin of 1.75%. Immediately followingThereafter, for any day, the Potential Combination,applicable percentage per annum interest rate for revolving loans and as part of an integrated plan, IEA Services shall be merged with and into Merger Sub II, with Merger Sub II (formed on October 18, 2017) beingswing line loans is LIBOR or the surviving company of such merger. Asbase rate plus a result of these transactions, IEA Services will become a wholly-owned subsidiarymargin depending upon the Company’s first lien net leverage ratio as of the Company. IEA Services is an engineering, procurement and construction company focused on utility-scale renewable energy facilities.Pursuant to the Merger Agreement, IEA LLC will receive (subject to certain adjustments described in the Merger Agreement) $100,000,000 in cash, 10,000,000 shares of common stock and approximately $35,000,000 in shares of preferred stocklast day of the Company, par value $0.0001 most recently ended consecutive four fiscal quarter period, as set forth below:First Lien Net Leverage Ratio LIBOR Loans Base Rate Loans Less than 1.00:1.00 2.50% 1.50% Less than 2.00:1.00 but greater than or equal to 1.00:1.00 2.75% 1.75% Less than 3.00:1.00 but greater than or equal to 2.00:1.00 3.00% 2.00% Less than 3.50:1.00 but greater than or equal to 3.00:1.00 3.25% 2.25% Greater than or equal to 3.50:1.00 3.50% 2.50% share. IEA LLC will also be entitled to receive up to 9,000,000 shares of common stock inannum. Thereafter, for any day, the aggregateapplicable percentage per annum depends upon the achievement of the EBITDA thresholds specified in the Merger Agreement for the Company’s 2018 and 2019 fiscal years (with amounts not earned in 2018 available to be earned in 2019).Senior Secured Net Leverage Ratio Applicable Unused Commitment Fee Rate Less than 1.00:1.00 0.35% Less than 2.00:1.00 but greater than or equal to 1.00:1.0 0.40% Less than 3.00:1.00 but greater than or equal to 2.00:1.00 0.45% Greater than or equal to 3.00:1.00 0.50% Merger AgreementAmendment does not purport to be complete and is qualified in its entirety by reference to the terms and conditionsfull text of the Merger Agreement, a copyAmendment, which is filed herewith as Exhibit 10.1.which hasSeptember 30, 2020.Payments due by period (in thousands) Total Remainder of 2020 2021 2022 2023 2024 Thereafter 179,648 3,717 1,229 15,859 29,735 129,108 — 43,803 3,115 12,144 11,971 10,277 6,296 — 199,474 — — — — — 199,474 130,553 6,600 26,401 26,401 26,401 26,401 18,349 60,390 6,620 24,716 20,949 5,675 1,819 611 54,184 3,136 10,887 9,123 6,934 3,454 20,650 Total $ 668,052 $ 23,188 $ 75,377 $ 84,303 $ 79,022 $ 167,078 $ 239,084 filed on a Current Report on Form 8-K/A with the Securities and Exchange Commission on November 8, 2017.Results of Operationsneither engaged in any operations nor generated any revenues to date. Our only activities from inception toobligations, exclusive of associated interest, recognized under various finance leases for equipment totaling $60.4 million at September 30, 2017 were organizational activities,2020. Net amounts recognized within property, plant and those necessary to prepare for the Offering described below and, since July 2016, activities related to identifying and negotiating an appropriate Business Combination and otherwise seeking to consummate such a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We have generated, and anticipate continuing to generate, non-operating incomeequipment, net in the form of interest income on cashcondensed consolidated balance sheet under these financed lease agreements at September 30, 2020 totaled $72.7 million.securities held aftercertain construction equipment from unrelated parties under non-cancelable leases. Lease terms range from month-to-month to terms expiring through 2038.Offering. We anticipate that such non-operating income will be insignificant in view of the low interest rates on risk-free investments. There has been no significant change innotes to our financial position and no material adverse change has occurred since the date of our auditedcondensed consolidated financial statements, included in Part I, Item 1.Annualindustry, we have entered into certain off-balance sheet arrangements in the ordinary course of business. Our significant off-balance sheet transactions include liabilities associated with letter of credit obligations, surety and performance and payment bonds entered into in the normal course of business, liabilities associated with deferred compensation plans, liabilities associated with certain indemnification and guarantee arrangements.10-K. We have incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as10-Q, for due diligence expenses.For the three-month period ended September 30, 2017 the Company had a net income of $114,565 and for the three-month period ended September 30, 2016, the Company had a net loss of $15,603. For the nine-month period ended September 30, 2017 the company had a net income of $163,066 and for the nine-month period ended September 30, 2016, the Company had a net loss of $15,968.14The entire activity of the Company through September 30, 2017 was in preparation for the Offering, which was consummated on July 12, 2016, and searching after the consummation of the Offering for a target for our Business Combination. We believe that we have sufficient funds available to complete our efforts to effect our Business Combination with an operating business by July 12, 2018, which is 24 months from the closing of the Offering.Liquidity and Capital ResourcesIn July 2016, the Company consummated its initial public offering (the "Offering") of 15,000,000 units ("Units"), with each Unit consisting of one share of common stock, $0.0001 par value per share ("Common Stock"), and one warrant ("Warrant") to purchase one-half of one share of Common Stock, pursuant to the registration statement on Form S-1 (File No. 333-210817). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $150,000,000 before underwriting discounts and expenses. Simultaneously with the consummation of the Offering, the Company consummated the private placement (the “Private Placement”) of an aggregate of 460,000 private placement units (the “Private Placement Units”)discussion pertaining to our sponsor and Cantor Fitzgerald, at a price of $10.00 per Private Placement Unit, generating gross proceeds, before expenses, of $4,600,000.A total of $150,000,000 of the net proceeds from the Offering and the Private Placement have been deposited in the trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) and are not available to us for operations (except amounts to pay taxes). The amounts in the Trust Account may be invested only in U.S. government treasury bills with a maturity of 180 days or less or money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Remaining proceeds of approximately $950,000 were deposited in the Company's operating account, of which $613,720 remained available for working capital purposes and to fund the Company’s activities to search for and negotiate a Business Combination as of September 30, 2017. The Company anticipates that its uses of cash for the next twelve months from the filing date of this Form 10-Q will be approximately $575,000 for expenses incurred in the search for target businesses, including the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of its Business Combination.We intend to use substantially all of the net proceeds of the Offering, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto, including a fee payable to Cantor Fitzgerald for services in connection with the Offering upon the consummation of such combination in an amount equal to $6,000,000, except that 50% of such fee may be paid to Jefferies LLC, in lieu of Cantor Fitzgerald, if the Business Combination is consummated. To the extent that our capital stock is used in whole or in part as consideration to effect our Business Combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such funds could be used in a variety of ways including continuing or expanding the target business' operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders' fees which we had incurred prior to the completion of our Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. This belief is based on the fact that, while we have incurred costs in connection with our pursuit of the business combination contemplated by the Merger Agreement and expect to incur further costs through the consummation, if any, of such transaction, many of those costs will not be payable until the closing of such business combination and then would expect such expenses to be funded out of amounts being released from the Trust Account. However, if our estimate of the costs of consummating such transaction is less than the actual amount necessary to do so or such transaction is not consummated and we are required to pay such costs without access to the funds in the Trust Account, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such additional capital through loans or additional investments from members of our management team, but such members of our management team are not under any obligation to advance funds to, or invest in, us. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of our Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such loans will be convertible into warrants of the post-Business Combination entity at a price of $0.50 per warrant. The warrants would be identical to warrants in the Private Placement Units. Except as described above, the terms of such loans by our initial stockholders, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.15Off-balance sheet financing arrangementsWe have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purposeSee facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitmentsPresentation and Summary of other entities, or purchased any non-financial assets.Contractual obligationsWe do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the portion of the underwriting commissions fee payable to Cantor Fitzgerald for its services in connection with the Offering which is due upon the consummation of the Business Combination in an amount equal to $6,000,000. Pursuant to a letter agreement, dated October 2, 2017, Cantor Fitzgerald has agreed to share 50% of such underwriting commission with Jefferies LLCSignificant Accounting Policiesevent that the Potential Combination is consummated.The preparation ofand related disclosuresincluded in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.Redeemable Common StockAll of the 15,000,000 shares of common stock sold as part of the Units in the Offering contain a redemption feature which allows for the redemption of such common stock under our liquidation or tender offer/stockholder approval provisions. The initial stockholders and Cantor Fitzgerald have waived their rights to participate in such redemption with respect to their initial shares. In accordance with FASB ASC 480, redemption provisions not solely within our control require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although we do not specify a maximum redemption threshold, our amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon closing of our Business Combination.We recognize changes in redemption value immediately as they occur and adjust the carrying value of the securities to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital.Accordingly, at September 30, 2017, 13,950,203 of the 15,000,000 public shares are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable (approximately $10.05 per share at September 30, 2017).Recent Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Part I, Item 1.16ITEMQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKwere organizedare subject to concentrations of credit risk related to our net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and earnings in excess of billings (‘‘CIEB’’) on uncompleted contracts net of advanced billings with the same customer. We grant credit under normal payment terms, generally without collateral, and as a result, we are subject to potential credit risk related to our customers’ ability to pay for services provided. This risk may be heightened if there is depressed economic and financial market conditions. However, we believe the purposeconcentration of effecting a Business Combination.credit risk related to billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts is limited because of the lack of concentration and the high credit rating of our customers.2017,2020, we had not commenced any operations or generated any revenues. All activity through September 30, 2017 relatesno derivative financial instruments to our formation and our Offering and, subsequent to the Public Offering, searching for a target for our Business Combination and negotiating a Business Combination. Subsequent to consummation of the Offering on July 12, 2016, $150,000,000 of the net proceeds of the Offering and the Private Placement were deposited into the Trust Account and may be invested solely in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U. S. government obligations. Therefore, we do not believe there is a materialmanage interest rate risk.ITEMCONTROLS AND PROCEDURESDisclosureControl and Proceduresprocedures arecontrols evaluation referred to in the certifications, and it should be read in conjunction with the certifications. other procedures that are designed to ensureprovide reasonable assurance that information required to be disclosed by us in ourthe reports filedthat we file or submittedsubmit under the Securities Exchange Act, of 1934,such as amended (the "Exchange Act")this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC rules and forms. DisclosureThe disclosure controls and procedures include, without limitation, controls and proceduresare also designed to ensureprovide reasonable assurance that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.EvaluationDisclosure Controls and ProceduresAs requiredthe end of the period covered by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation ofthis Quarterly Report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures aspursuant to Rule 13a-15(b) of September 30, 2017. Based upon theirthe Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial OfficerOfficer. Based on this evaluation, these officers have concluded that, as of September 30, 2020, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.Overover Financial ReportingDuringmost recently completed fiscal quarter,Company is using remote technology for employees working from home due to COVID-19. Although certain employees are working remotely, there has been no change in our internal control over financial reporting during the quarter ended September 30, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.ITEMRISK FACTORSAs of the date of this Report,Risk Factorstofrom the risk factors previously disclosed in ourthe Company's Annual Report on Form 10-K filed with the SEC on March 30, 2017. 12, 2020, which is accessible on the SEC's website at www.sec.gov, except as described below.Company may disclose changesultimate effects of the current COVID-19 pandemic are unknown and evolving, and could result in negative effects on our business, financial condition, results of operations and prospects.such factorscontrol the spread of COVID-19 have led to local and worldwide shutdowns and stay-at-home orders, stock price declines, employee layoffs, and governmental programs to support the economy.disclosedelay in project construction at our customers’ discretion due to financial uncertainties.factors fromimpacts to our business, financial condition, results of operations and prospects. The ultimate effects of the COVID-19 pandemic are unknown at this time. We are continuing to monitor developments but cannot predict at this time to time inwhether COVID-19 will have a material impact on our future filings with the SEC.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSNone.
business, financial condition, liquidity or results of operations.17ITEM 3. DEFAULTS UPON SENIOR SECURITIESNone.ITEM 4. MINE SAFETY DISCLOSURESNone.ITEMOTHER INFORMATIONNone.
Other Information18ITEMEXHIBITSExhibitsExhibit NumberDescriptionExhibit Number Description 31.12.12.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 3.1* 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 10.1 10.2*† 10.3*† 10.4*† 31.1* 31.231.2*32.1** 32.2** 101.INS* 101.INSXBRL Instance Document (the Instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL) 101.SCH* 101.SCHXBRL Taxonomy Extension Schema Document 101.CAL* 101.CALXBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* 101.DEFXBRL Taxonomy Extension Definition Linkbase Document 101.LAB* 101.LABXBRL Taxonomy Extension Label Linkbase Document 101.PRE* 101.PREXBRL Taxonomy Extension Presentation Linkbase Document 104 *Furnished herewith19Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) SIGNATURESIn accordance withthereuntohereunto duly authorized.M III ACQUISITION CORP.INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC. Dated: November 13, 20179, 2020By: /s/ Mohsin Y. MeghjiPeter J. MoerbeekName: Mohsin Y. MeghjiPeter J. MoerbeekTitle: Chairman of the Board of Directors and ChiefExecutive Officer(Principal Executive Officer)Dated: November 13, 2017/s/ Brian GriffithName: Brian GriffithTitle:Vice President, Chief Financial Officer(Principal Financial and Accounting Officer)20Officer