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 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States 10-K. the financial statements and related disclosures. of Financial Instruments cash flows. Nine Months Ended September 30, 2017 Nine Months Ended September 30, 2016 Three Months Ended September 30, 2017 Three Months Ended September 30, 2016 As of September 30, 2017 December 31, 2016 other similar words. All statements, other than statements of historical fact included in this 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 TheJune 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 117,674 $ 164,041 Accounts receivable, net 232,323 163,793 Contract assets 176,958 145,183 Prepaid expenses and other current assets 33,007 19,352 Total current assets 559,962 492,369 Property, plant and equipment, net 135,514 130,746 Operating lease assets 37,701 36,461 Intangible assets, net 22,202 25,434 Goodwill 37,373 37,373 Company-owned life insurance 4,760 4,250 Deferred income taxes 295 2,069 Other assets 533 438 Total assets $ 798,340 $ 729,140 Liabilities and Stockholder's Equity (Deficit) Current liabilities: Accounts payable $ 149,352 $ 104,960 Accrued liabilities 201,828 129,594 Contract liabilities 90,566 118,235 Current portion of finance lease obligations 24,842 25,423 Current portion of operating lease obligations 9,817 8,835 Current portion of long-term debt 2,277 2,506 Total current liabilities 478,682 389,553 Finance lease obligations, less current portion 27,370 32,146 Operating lease obligations, less current portion 29,355 29,154 Long-term debt, less current portion 161,266 159,225 Debt - Series B Preferred Stock 176,556 173,868 Warrant obligations 8,834 9,200 Deferred compensation 7,930 8,672 Total liabilities $ 889,993 $ 801,818 Commitments and contingencies: 0 0 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 June 30, 2021 and December 31, 2020, respectively 17,483 17,483 Stockholders' equity (deficit): Common stock, par value, $0.0001 per share; 150,000,000 and 150,000,000 shares authorized; 25,150,306 and 21,008,745 shares issued and 25,150,306 and 21,008,745 outstanding at June 30, 2021 and December 31, 2020, respectively 3 2 Additional paid in capital 32,064 35,305 Accumulated deficit (141,203) (125,468) Total stockholders' deficit (109,136) (90,161) Total liabilities and stockholders' deficit $ 798,340 $ 729,140 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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 Revenue $ 560,148 $ 480,604 $ 836,560 $ 838,767 Cost of revenue 506,665 426,363 766,536 751,485 Gross profit 53,483 54,241 70,024 87,282 Selling, general and administrative expenses 30,894 28,074 55,740 57,558 Income from operations 22,589 26,167 14,284 29,724 Other income (expense), net: Interest expense, net (14,495) (16,200) (28,854) (32,265) Other income (expense) 770 (1,631) 608 (2,733) Income (loss) before benefit for income taxes 8,864 8,336 (13,962) (5,274) Provision for income taxes (4,165) (4,739) (1,773) (3,872) Net income (loss) $ 4,699 $ 3,597 $ (15,735) $ (9,146) Less: Convertible Preferred Stock dividends (676) (606) (1,332) (1,372) Less: Net income allocated to participating securities (788) (802) 0 0 Net income (loss) available for common stockholders $ 3,235 $ 2,189 $ (17,067) $ (10,518) Net income (loss) per common share - basic 0.13 0.11 (0.72) (0.51) Net income (loss) per common share - diluted 0.12 0.09 (0.72) (0.51) Weighted average shares - basic 24,471,286 20,751,673 23,768,413 20,636,944 Weighted average shares - diluted 33,439,303 39,978,382 23,768,413 20,636,944 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, 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 Equity plan compensation 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 Equity plan compensation 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) Balance at December 31, 2020 21,009 $ 2 $ 35,305 0 $ 0 $ (125,468) $ (90,161) Net loss — — — — — (20,434) (20,434) Earnout Shares 1,803 — — — — — — Share-based compensation — — 727 — — — 727 Equity plan compensation 521 — (2,909) — — — (2,909) Exercise of warrants 15 — — — — — — Series A Preferred dividends — — (656) — — — (656) Balance at March 31, 2021 23,348 $ 2 $ 32,467 0 $ 0 $ (145,902) $ (113,433) Net loss — — — — — 4,699 4,699 Share-based compensation — — 1,926 — — — 1,926 Equity plan compensation 249 — (1,853) — — — (1,853) Exercise of warrants 1,553 1 200 — — — 201 Series A Preferred dividends — — (676) — — — (676) Balance at June 30, 2021 25,150 $ 3 $ 32,064 0 $ 0 $ (141,203) $ (109,136) 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 - TheSix Months Ended June 30, 2021 2020 Cash flows from operating activities: Net loss $ (15,735) $ (9,146) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 21,830 24,001 Warrant liability fair value adjustment (366) 2,828 Amortization of debt discounts and issuance costs 5,814 5,379 Share-based compensation expense 2,653 1,957 Loss on sale of equipment 0 574 Deferred compensation (742) (830) Accrued dividends on Series B Preferred Stock — 7,959 Deferred income taxes 1,773 3,659 Other, net (172) 227 Change in operating assets and liabilities: Accounts receivable (68,531) (8,349) Contract assets (31,775) (41,565) Prepaid expenses and other assets (13,752) (16,685) Accounts payable and accrued liabilities 115,294 (42,097) Contract liabilities (27,669) 7,458 Net cash used in operating activities (11,378) (64,630) Cash flow from investing activities: Company-owned life insurance (510) 812 Purchases of property, plant and equipment (14,649) (5,171) Proceeds from sale of property, plant and equipment 1,527 2,837 Net cash used in investing activities (13,632) (1,522) Cash flows from financing activities: Proceeds from long-term debt 0 72,000 Payments on long-term debt (1,314) (82,357) Payments on finance lease obligations (15,481) (12,468) Proceeds from issuance of Series B Preferred Stock 0 350 Proceeds of issuance of employee stock awards 0 760 Shares repurchased for tax withholding on release of restricted stock units (4,762) 0 Proceeds from exercise of warrants 200 0 Net cash used in financing activities $ (21,357) $ (21,715) Net change in cash and cash equivalents (46,367) (87,867) Cash and cash equivalents, beginning of the period 164,041 147,259 Cash and cash equivalents, end of the period $ 117,674 $ 59,392 areto condensed consolidated financial statements.Six Months Ended June 30, 2021 2020 Supplemental disclosures: Cash paid for interest 14,892 17,821 Cash paid (received) for income taxes 3,271 (735) Schedule of non-cash activities: Acquisition of assets/liabilities through finance lease 10,125 7,635 Acquisition of assets/liabilities through operating lease 6,265 5,295 Series A Preferred dividends declared 1,332 1,372 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’’the Heavy Civil and Industrial (“Specialty Civil”) was incorporated in Delaware on August 4, 2015. The Company was formedsegment. See 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 pursue 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 growth company,’’ as defined in Section 2(a)description of the Securities Actreportable segments and their operations.1933, as amended, or the ‘‘Securities Act,’’ as modified by the Jumpstart Our Business Startups Act of 2012 (the ‘‘JOBS Act’’).At September 30, 2017, the Company had not commenced any operations. All activity through September 30, 2017 relates to the Company’s formation, the initial public offering (‘‘Offering’’) described below and work 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. The Company has generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering.The registration statement for the Offering was declared effective on July 6, 2016. On July 12, 2016, the Company consummated the Offering 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 funds 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.
Consolidation4The 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 equal to 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 order to protect the amounts held in the Trust Account, the Company’s Chairman and Chief Executive Officer has agreed that he will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to 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 indemnity of the underwriters of 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.rules and regulationsqualifications of a variable interest entity (“VIE”) in accordance with Accounting Standard Codification (“ASC”) Topic 810, Consolidation. For construction joint ventures that are not VIEs or fully consolidated but for which the SECCompany has significant influence, the Company accounts for interim financial reporting. Accordingly, they do not include allits interest in the information and footnotes necessary for a comprehensive presentation ofjoint ventures using the Company’s financial position, results of operations, or cash flows. proportionate consolidation method, see Note 11. Joint Ventures.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 ninesix months ended SeptemberJune 30, 20172021 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 condensed2021. These financial statements should be read in conjunction with the Company’s annual reportaudited consolidated financial statements for the year ended December 31, 2020 and notes thereto included in the Company’s 2020 Annual Report on Form 10-K filed on March 30, 2017. Emerging Growth Company:an “emerging growth company,”recognized over time using the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best depicts the continuous transfer of control of goods or services to the customer. The contractual terms provide that the customer compensates the Company for services rendered.defined in Section 2(a)well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and the costs of capital equipment. The cost estimation and review process for recognizing revenue over time under the cost-to-cost method is based on the professional knowledge and experience of the Securities Act,Company’s project managers, engineers and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors could result in revisions to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect the Company’s results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined.modified byrevenue when or as the Jumpstart our Business Startups Actperformance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are generally not distinct from the existing contract due to the significant integrated service provided in the context of 2012, (the “JOBS Act”),the contract and it may take advantageare accounted for as a modification of the existing contract and performance obligation. With the exception of certain exemptionsSpecialty Civil service contracts, the majority of the Company’s performance obligations are generally completed within one year.various reporting requirementsperformance obligations satisfied in previous periods was $(0.8) million and $(1.6) million for the three months ended June 30, 2021 and 2020, respectively, and $(0.4) million and $(3.6) million for the six months ended June 30, 2021 and 2020, respectively.applicablebased on legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer and all other relevant information that is reasonably available. The effect of a change in variable consideration on the transaction price of a performance obligation is typically recognized as an adjustment to other public companies thatrevenue on a cumulative catch-up basis. To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not emerging growth companiesresolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue.butthrough negotiation, arbitration and other proceedings. These transaction price adjustments are included within Contract Assets or Contract Liabilities as appropriate. The Company actively engages with its customers to complete the final change order approval process, and generally expects these processes to be completed within one year. Amounts ultimately realized upon final acceptance by customers could be higher or lower than such estimated amounts.(in thousands) Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Renewables Segment Wind $ 317,066 $ 317,151 463,924 $ 565,688 Solar 107,788 7,111 141,304 7,320 $ 424,854 $ 324,262 $ 605,228 $ 573,008 Specialty Civil Segment Heavy civil $ 78,884 $ 103,721 127,756 $ 144,943 Rail 31,173 32,321 58,040 79,378 Environmental 25,237 20,300 45,536 41,438 $ 135,294 $ 156,342 $ 231,332 $ 265,759 Revenue % Revenue % Three Months Ended Six Months Ended Accounts Receivable % June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 June 30, 2021 December 31, 2020 Renewables and Specialty Civil Segments 11.0 % * 12.0 % * * * limitedabove 10% thresholdbeing requiredsufficient to comply withpermit the auditor attestation requirementsentity to finance its activities without additional subordinated financial support, (b) characteristics of Section 404a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions fromentity or 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)right to receive the expected residual returns of the JOBS Act exempts emerging growth companies from being required to comply with newentity), 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 registered under(c) the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt outvoting rights of the extended transition periodequity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard 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 proceedsentity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether the joint venture is a VIE.Offeringentity and (b) the Private Placementobligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and are classifiedlosses, risks,restricted assets since such amounts can only be used bythe primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. When the Company in connectionis determined to be the primary beneficiary, the VIE is consolidated. In accordance with ASC 810, management’s assessment of whether the consummationCompany is the primary beneficiary of a Business Combination, exceptVIE is performed continuously.interest earned on funds in the Trust Account may be used to pay taxes and up to $50,000 of dissolution expenses, if any. At September 30, 2017, all of the assets in the Trust Account were invested in the J.P. Morgan 100% US Treasury Money Market Fund (199) Institutional Share Class. As of September 30, 2017, the Trust Account had earned $723,082 in interest,do not involve a VIE, or for which is held in the Trust Account, but may be released to the Company to pay its tax obligations and up to $50,000 of dissolution expenses.Concentration of Credit Risk:Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposedthe primary beneficiary, are evaluated for consolidation under the voting interest model that considers whether the Company owns or controls more than 50% of the voting interest in the joint venture. For construction joint ventures that are not consolidated but for which the Company has significant influence, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, whereby the Company’s proportionate share of the joint ventures’ assets, liabilities, revenue and cost of operations are included in the appropriate classifications in the Company’s consolidated financial statements. See risksimpact on such accounts.(in thousands) June 30, 2021 December 31, 2020 Costs and estimated earnings in excess of billings on uncompleted contracts $ 83,869 $ 51,367 Retainage receivable 93,089 93,816 $ 176,958 $ 145,183 (in thousands) June 30, 2021 December 31, 2020 Billings in excess of costs and estimated earnings on uncompleted contracts $ 90,557 $ 117,641 Loss on contracts in progress 9 594 $ 90,566 $ 118,235 Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2021 2020 2021 2020 Allowance for doubtful accounts at beginning of period $ 0 $ 89 $ 0 $ 75 Plus: provision for (reduction in) allowance 0 0 0 14 Less: write-offs, net of recoveries 0 0 0 0 Allowance for doubtful accounts at period end $ 0 $ 89 $ 0 $ 89 (in thousands) June 30, 2021 December 31, 2020 Buildings and leasehold improvements $ 5,667 $ 4,402 Land 17,600 17,600 Construction equipment 212,304 192,402 Office equipment, furniture and fixtures 3,637 3,620 Vehicles 7,538 7,326 246,746 225,350 Accumulated depreciation (111,232) (94,604) Property, plant and equipment, net $ 135,514 $ 130,746 (in thousands) Renewables Specialty Civil Total January 1, 2020 $ 3,020 $ 34,353 $ 37,373 Adjustments 0 0 0 December 31, 2020 $ 3,020 $ 34,353 $ 37,373 Adjustments 0 0 0 June 30, 2021 $ 3,020 $ 34,353 $ 37,373 June 30, 2021 December 31, 2020 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer relationships $ 26,500 $ (10,373) $ 16,127 4.5 years $ 26,500 $ (8,481) $ 18,019 5 years Trade name 13,400 (7,325) 6,075 2.5 years 13,400 (5,985) 7,415 3 years $ 39,900 $ (17,698) $ 22,202 $ 39,900 $ (14,466) $ 25,434 (in thousands) Remainder of 2021 2022 2023 2024 2025 Amortization expense $ 3,233 $ 6,466 $ 5,841 $ 3,785 $ 2,876 Measurement:establishesdefines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that prioritizesmarket participants would use in pricing the asset or liability and ranksare developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.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 at commonly quoted intervals.investment, either directlyassets or indirectly.liabilities.June 30, 2021 December 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Private warrants $ 0 $ 634 $ 0 $ 634 $ 0 $ 0 $ 0 $ 0 Series B Preferred Stock - Anti-dilution warrants 0 0 8,200 8,200 0 0 8,800 8,800 Series B-1 Preferred Stock - Performance warrants 0 0 0 0 0 0 400 400 Total liabilities $ 0 $ 634 $ 8,200 $ 8,834 $ 0 $ 0 $ 9,200 $ 9,200 II pricing inputs include quoted prices3 inputs:(in thousands) Series B Preferred Stock - Anti-dilution warrants Series B-1 Preferred Stock - Performance warrants Beginning Balance, December 31, 2020 $ 8,800 $ 400 Fair value adjustment - loss (gain) recognized in other income (600) (400) Ending Balance, June 30, 2021 $ 8,200 $ 0 similar investmentsthe 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 into common stock at any point in active markets, quoted pricestime.identical or similar investments in marketsthese requirements: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 used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined basedactively traded 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. The 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 in the balance sheet due to 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 estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementspublic markets and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Income Taxes:The 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 attribute 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 benefits as of September 30, 2017.The Company is required to file income tax returns in the 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 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 to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest 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 redemptionfair value at the end of each reporting period. Increases or decreasesfiscal period using the price on that date multiplied by the remaining private warrants. The Private warrants were recorded as Warrant obligations at the end of the quarter and the fair value adjustment was recorded as other expense for the three and six months ended June 30, 2021. For further discussion see carrying amounttable consist of redeemable common stock are affected by charges against additional paid-in capital.Accordingly, at Septembercash and cash equivalents, accounts receivable, accounts payable and other current liabilities that approximate their fair values. Additionally, management believes that the outstanding recorded balance on the line of credit and long-term debt, approximates fair value due to their floating interest rates.(in thousands) June 30, 2021 December 31, 2020 Term loan $ 173,345 $ 173,345 Commercial equipment notes 4,268 5,582 Total principal due for long-term debt 177,613 178,927 Unamortized debt discount and issuance costs (14,070) (17,196) Less: Current portion of long-term debt (2,277) (2,506) Long-term debt, less current portion $ 161,266 $ 159,225 Debt - Series B Preferred Stock $ 186,696 $ 185,396 Unamortized debt discount and issuance costs (10,140) (11,528) Long-term Series B Preferred Stock $ 176,556 $ 173,868 20172021 and December 31, 2016, 13,950,2032020, was 6.90% and 13,991,772, respectively,7.00%, respectively.15,000,000 Public SharesThird A&R Credit Agreement, dated May 2019, which include customary affirmative and negative covenants and provide for customary events of default, including, nonpayment of principal or interest and failure to timely deliver financial statements. Under the Third A&R Credit Agreement, the financial covenant provides that the First Lien Net Leverage Ratio (as defined therein) may not exceed 2.75:1.0, for the four fiscal quarters ending December 31, 2021, and for all subsequent quarters, 2.25:1.0.(in thousands) Maturities Remainder of 2021 $ 1,214 2022 16,916 2023 29,986 2024 129,368 2025 129 Thereafter 0 Total contractual maturities $ 177,613 outsideas short-term leases and are not recognized in the condensed consolidated balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised.permanent equityjudgment as these are based on the facts and circumstances related to each specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business need are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined. Otherwise, the Company's incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation.their redemption value.June 30, 2021 and December 31, 2020, respectively. Gross property under this capitalized lease agreement at June 30, 2021 and December 31, 2020, totaled $135.4 million and $128.0 million, less accumulated depreciation of $65.3 million and $55.1 million, respectively, for net balances of $70.1 million and $72.9 million, respectively. Depreciation expense for assets held under the finance leases is included in cost of revenue in the condensed consolidated statements of operations.redemption valuefuture minimum payments of finance lease obligations are as follows:(in thousands) Remainder of 2021 $ 13,547 2022 23,379 2023 8,984 2024 5,043 2025 3,555 Thereafter 811 Future minimum lease payments 55,319 Less: Amount representing interest (3,107) Present value of minimum lease payments 52,212 Less: Current portion of finance lease obligations 24,842 Finance lease obligations, less current portion $ 27,370 equal$3.2 million per year. Total expense under these agreements are listed in the following table as variable lease costs.(in thousands) Remainder of 2021 $ 6,229 2022 11,238 2023 8,776 2024 4,740 2025 2,236 Thereafter 18,936 Future minimum lease payments 52,155 Less: Amount representing interest (12,983) Present value of minimum lease payments 39,172 Less: Current portion of operating lease obligations 9,817 Operating lease obligations, less current portion $ 29,355 Three months ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Finance Lease cost: Amortization of right-of-use assets $ 5,843 $ 5,858 $ 11,678 $ 11,555 Interest on lease liabilities 789 940 1,606 2,126 Operating lease cost 3,179 3,490 6,573 6,967 Short-term lease cost 35,624 45,134 59,228 66,768 Variable lease cost 2,910 985 4,157 1,944 Sublease Income (33) (33) (66) (66) Total lease cost $ 48,312 $ 56,374 $ 83,176 $ 89,294 Other information: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 789 $ 940 $ 1,606 $ 2,126 Operating cash flows from operating leases $ 3,179 $ 3,385 $ 6,424 $ 6,728 Weighted-average remaining lease term - finance leases 2.66 years 2.70 years Weighted-average remaining lease term - operating leases 7.71 years 7.86 years Weighted-average discount rate - finance leases 5.85 % 6.27 % Weighted-average discount rate - operating leases 6.81 % 6.96 % pro rata shareholder of the aggregateletter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount then on depositto a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of June 30, 2021, and December 31, 2020, the Company was contingently liable under letters of credit issued under its Third A&R Credit Agreement, in the Trust Account, including interest (approximately $10.05 per share at Septemberamount of $21.7 million and $7.8 million, respectively, related to projects and insurance. In addition, as of June 30, 2017).Recent Accounting Pronouncements:Management2021 and December 31, 2020, the Company had outstanding surety bonds on projects of $3.0 billion and $2.8 billion, respectively.believecurrently expect that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, wouldpending matters will have a material adverse effect on the Company’s financial statements.Offering Costs:Offering costs consist principallyposition, results of legal, underwriting commissions and other costs that are directly related to the Offering. Alloperations or cash flows. However, an unfavorable resolution of one or more of such underwriting costs, amounting to approximately $9,600,000 (including $3,000,000matters could have a material adverse effect on the Company's business, financial condition, results of underwriting commissions paid upon the closing of the Offering), were incurred prior to or shortly after the consummation of the Offeringoperations and were charged to stockholders’ equity upon completion of the Offering, except that $6,000,000 of such amount is recorded as a liability in the accompanying balance sheet on account of deferred underwriting commissions.Net Income (Loss) per Share:compliescalculates earnings (loss) per share (“EPS”) in accordance with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income (loss)Earnings per common shareShare. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of common stock subjectoutstanding during the period.possible redemption at September 30, 2017, whichcommon stockholders is computed by deducting the dividends accrued for the period on cumulative preferred stock from net income and net income allocated to participating securities. If there is a net loss, the amount of the loss is increased by those preferred dividends.not currently redeemable and are not redeemable at fair value, have been excluded fromincluded in the calculationdiluted EPS computation or whether they would be anti-dilutive. As a result, if there is a net loss, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed the same as basic EPS.income (loss) per share since such shares, if redeemed, only participate in their pro rata shareand diluted EPS, are as follows:Three Months Ended Six Months Ended June 30, June 30, ($ in thousands, except per share data) 2021 2020 2021 2020 Numerator: Net income (loss) $ 4,699 $ 3,597 (15,735) (9,146) Less: Convertible Preferred Stock dividends (676) (606) (1,332) (1,372) Less: Net income allocated to participating securities (788) (802) 0 0 Net income (loss) available to common stockholders 3,235 2,189 (17,067) (10,518) Denominator: Weighted average common shares outstanding - basic 24,471,286 20,751,673 23,768,413 20,636,944 6,649,026 7,683,716 0 0 Convertible Series A Preferred Stock 0 9,448,988 0 0 696,434 0 0 0 Options 61,740 0 0 0 1,560,817 2,094,005 0 0 Weighted average common shares outstanding - diluted 33,439,303 39,978,382 23,768,413 20,636,944 Anti-dilutive: Convertible Series A Preferred Stock 2,090,443 0 1,859,350 8,001,014 0 0 696,434 0 0 0 6,131,520 7,679,520 0 0 112,355 0 0 0 1,759,431 1,775,182 Basic EPS 0.13 0.11 (0.72) (0.51) 0.12 0.09 (0.72) (0.51) the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the Offering and private placementJune 30, 2020, Merger Warrants 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, 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 not greater than the average market price of future events. As a result, diluted income perthe common share isstock during the same as basic income per common shareperiod. These warrants were calculated using the treasury stock method and were dilutive for the periods.
three months ended June 30, 2021 and anti-dilutive for the six months ended June 30, 2021.9Reconciliationper common shareThe Company’s net income (loss) is adjustedless preferred dividends for the portion of income that is attributable to common stock subject to redemption, as these shares only participate inthree months ended June 30, 2021 and 2020.income of the Trust Account and not the income or losses ofMerger with 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 — LIQUIDITYSeptemberJune 30, 2017,2021, the Company had $613,720 in its operating bank account.Based on the foregoing, management believes that the Company will have sufficient working capital to meet the Company's needs through the earlier16,925,160 Merger Warrants outstanding, of consummation of its Business Combination or July 12, 2018. Over this time period, the Companywhich 295,000 are considered private warrants. Two Merger Warrants will be using these fundsexercisable for paying existing accounts payable, identifying and evaluating prospective merger or acquisition candidates, performing due diligenceone share of our common stock at $11.50 per share until the expiration on prospective target businesses, paying for travel expenditures, selectingMarch 26, 2023. For further discussion about the target business to merge with or acquire, and structuring, negotiating and consummatingvaluation of the Business Combination. The Company anticipates that its usesprivate warrants see 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, theFinancial Instruments.$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 affiliate and the Company’s officers and directors, ifBoard at 12% per annum.have not been determined and no written agreements exist with respect to such loans.NOTE 7 — COMMITMENTS AND CONTINGENCIESUnderwriting AgreementThe Company paid an underwriting discountshares of 2%Series B Preferred Stock of the Unit offering priceCompany are currently outstanding or from and after the occurrence of any non-payment event or default event and until cured or waived, the foregoing rates will increase by 2% per annum.underwritersholder of Series A Preferred Stock as a reduction to additional paid-in capital.closingdate of grant, based on the calculated fair value of the Offering (or $3.0 million), withstock-based award, and is recognized as an additional fee (the ‘‘Deferred Discount’’) of 4%expense over the employee’s requisite service period (generally the vesting period of the gross offering proceeds payable upon the Company’s completion of a Business Combination.award).Deferred Discount will be forfeited by the underwriters if the Company fails to complete its Business Combination.Registration RightsThe Company’s initial stockholders and holdersfair value of the Private Placement Units (and their constituent securities) are entitled to registration rights pursuant to a registration rights agreement signedRSUs was based on the closing market price of our common stock on the date of the prospectusgrant. Stock compensation expense for the Offering.RSUs is being amortized using the straight-line method over the service period. For the three months ended June 30, 2021 and 2020, we recognized $1.9 million and $0.8 million in compensation expense, respectively, and $2.7 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively.initial stockholdersstatutory federal tax rate was 21.00% for the periods ended June 30, 2021 and holders2020, 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.Private Placement Units (and their constituent securities) are entitledpayroll deferral provision to make updefer social security tax of approximately $13.6 million through December 31, 2020. Half of this amount is required to 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 Offeringbe paid on December 31, 2021 and the Private Placement, a totalother half by December 31, 2022.$150,000,000 was deposited intoour reportable segments is comprised of similar business units that specialize in services unique to their respective markets. The classification of revenue and gross profit for segment reporting purposes can at times require judgment on the Trust Account. All proceedspart of management. Our segments may perform services across industries or perform joint services for customers in the Trust Account may be invested only in either U.S. government treasury bills with a maturitymultiple industries. To determine reportable segment gross profit, certain allocations, including allocations of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Actshared and indirect costs, such as facility costs, equipment costs and indirect operating expenses, were made based on segment revenue. 1940, as amended, and that invest solely in U.S. government treasury obligations.12At September 30, 2017, the proceeds 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 market and includes interest income of $723,082 at September 30, 2017, of which $622,610 was earned in the nine months ended September 30, 2017.The following table presents information about the Company’s assets, 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 June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 424,854 75.8 % $ 324,262 67.5 % $ 605,228 72.3 % $ 573,008 68.3 % Specialty Civil 135,294 24.2 % 156,342 32.5 % 231,332 27.7 % 265,759 31.7 % Total revenue $ 560,148 100.0 % $ 480,604 100.0 % $ 836,560 100.0 % $ 838,767 100.0 % Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2021 2020 2021 2020 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 42,883 10.1 % $ 36,983 11.4 % $ 55,063 9.1 % $ 62,812 11.0 % Specialty Civil 10,600 7.8 % 17,258 11.0 % 14,961 6.5 % 24,470 9.2 % Total gross profit $ 53,483 9.5 % $ 54,241 11.3 % $ 70,024 8.4 % $ 87,282 10.4 % 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, 2017,2021, the Company entered into an Agreementdid not have any VIEs but did have one joint venture that used the proportionate consolidation method at 25% ownership. The following balances were included in the condensed consolidated financial statements:(in thousands) June 30, 2021 Assets Cash $ 6,918 Accounts receivable 3,550 Contract assets 2,064 Liabilities Accounts payable $ 3,782 Contract liabilities 8,750 Three Months Ended Six Months Ended June 30, 2021 June 30, 2021 Revenue $ 5,089 $ 9,590 Cost of revenue 5,089 9,590 Selling, general and administrative expenses 450 450 PlanSeries A Preferred Stock from funds managed by Oaktree Capital Management (“Oaktree”). As 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. Pursuant to the Merger Agreement, the Company will acquireJune 30, 2021, Ares currently holds all of the outstanding capital stock of IEA Services through a merger of Merger Sub I, a wholly owned subsidiarySeries B Preferred Stock, except for 350 shares, and all of the Company formed on October 18, 2017, with and into IEA Services, with IEA Services being the surviving company of such merger (the “Potential Combination”). Immediately following the Potential Combination, 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) being the surviving company of such merger. As a result of these transactions, IEA Services will become a wholly-owned subsidiary 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 stock of the Company, par value $0.0001 per share. IEA LLC will also be entitled to receive up to 9,000,000 shares of common stock in the aggregate 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).13Type of Equity Holder Ownership Percentage Series A Preferred Stock and Series A Conversion Warrants Ares 100 % Series B-1 Preferred Stock, Performance Warrants, Warrants at Closing (initial amount issued) Ares 100 % Series B-2 and B-3 Preferred Stock, Warrants at Closing Ares 100 % The 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 Resultsthe COVID-19 pandemic, 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 management, as well asthis Quarterly Report and our management’s current expectations, forecasts and assumptions, made by, and information currently available to,involve a number of judgments, risks and uncertainties. Although we believe that the Company’s management. Actual results could differ materially from those contemplated by theexpectations 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 a resultrepresenting our views as of certain factors detailed in our filings with the SEC.OverviewThe Company is a blank check company incorporated on August 3, 2015 as a Delaware corporation and 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, which we refer to throughout this Form 10-Q as our Business Combination. The Company intends to 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 September 30, 2017, on November 3, 2017, the Company entered into an Agreement 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. Pursuant to the Merger Agreement, the Company will acquire all of the outstanding capital stock of IEA Services through a merger of Merger Sub I, a wholly owned subsidiary of the Company formed on October 18, 2017, with and into IEA Services, with IEA Services being the surviving company of such merger (the “Potential Combination”). Immediately following the Potential Combination, 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) being the surviving company of such merger.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 transactions, IEA Services will become a wholly-owned subsidiaryforward-looking statements. Factors that could cause actual results to differ include:Company. IEA Services is an engineering, procurementdisease, the scope and duration of the COVID-19 pandemic, actions that may be taken by governmental authorities to contain the COVID-19 pandemic or to treat its impact, and the potential negative impacts of COVID-19 on permitting and project construction company focusedcycles, the U.S. economy and financial markets;utility-scaledemand for our services and changes in the amount of capital expenditures by customers due to, among other things, economic conditions, commodity price fluctuations, the availability and cost of financing, and customer consolidation;facilities.Pursuant to industry and related projects and expenditures;Merger Agreement, IEA LLC will receive (subject to certain adjustments describedeffect of state and federal regulatory initiatives, including costs of compliance with existing and future safety and environmental requirements;Merger Agreement) $100,000,000 in cash, 10,000,000 shares of common stock and approximately $35,000,000 in shares of preferred stockstate of the Company, par value $0.0001 per share. IEA LLC will also be entitled to receive up to 9,000,000 shares of common stock in renewable wind energy market generally; andaggregate 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).The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which has been filed on a Current Report on Form 8-K/A with the Securities and Exchange Commission on November 8, 2017.Results of OperationsWe have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to September 30, 2017 were organizational activities, and those necessary to prepare for the Offering“Risk Factors” 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 income in the form of interest income on cash and securities held after the 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 in our financial position and no material adverse change has occurred since the date of our audited financial statements included in our Annual Report on Form 10-K. 10-K for the year ended December 31, 2020, and in our quarterly reports, other public filings and press releases.have incurred increased expensesdo not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.(in millions) Segment December 31, 2020 Revenue Recognized in 2021 Renewables $ 1,513.4 $ 952.9 $ 605.2 $ 1,861.1 (in millions) Segment December 31, 2020 Revenue Recognized in 2021 Specialty Civil $ 556.1 $ 575.9 $ 231.3 $ 900.7 (in millions) Segments June 30, 2021 December 31, 2020 Renewables $ 1,861.1 $ 1,513.4 Specialty Civil 900.7 556.1 Total $ 2,761.8 $ 2,069.5 public company (forresult of customer delays, regulatory factors and/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.financialchallenges related to a project; and the performance of third parties.Three Months Ended June 30, (in thousands) 2021 2020 Revenue $ 560,148 100.0 % $ 480,604 100.0 % Cost of revenue 506,665 90.5 % 426,363 88.7 % Gross profit 53,483 9.5 % 54,241 11.3 % Selling, general and administrative expenses 30,894 5.5 % 28,074 5.8 % Income from operations 22,589 4.0 % 26,167 5.4 % Interest expense, net (14,495) (2.6) % (16,200) (3.4) % Other income (expense) 770 0.1 % (1,631) (0.3) % Income from continuing operations before income taxes 8,864 1.6 % 8,336 1.7 % Provision for income taxes (4,165) (0.7) % (4,739) (1.0) % Net income $ 4,699 0.8 % $ 3,597 0.7 % accountingpurposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and auditing compliance)indirect costs, such as facility costs, equipment costs and indirect operating expenses, were made based on segment revenue.Three Months Ended June 30, (in thousands) 2021 2020 Segment Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 424,854 75.8 % $ 324,262 67.5 % Specialty Civil 135,294 24.2 % 156,342 32.5 % Total revenue $ 560,148 100.0 % $ 480,604 100.0 % Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 42,883 10.1 % $ 36,983 11.4 % Specialty Civil 10,600 7.8 % 17,258 11.0 % Total gross profit $ 53,483 9.5 % $ 54,241 11.3 % Six Months Ended June 30, (in thousands) 2021 2020 Revenue $ 836,560 100.0 % $ 838,767 100.0 % Cost of revenue 766,536 91.6 % 751,485 89.6 % Gross profit 70,024 8.4 % 87,282 10.4 % Selling, general and administrative expenses 55,740 6.7 % 57,558 6.9 % Income from operations 14,284 1.7 % 29,724 3.5 % Interest expense, net (28,854) (3.4) % (32,265) (3.8) % Other income (expense) 608 0.1 % (2,733) (0.3) % Loss from continuing operations before income taxes (13,962) (1.7) % (5,274) (0.6) % Provision for income taxes (1,773) (0.2) % (3,872) (0.5) % Net loss $ (15,735) (1.9) % $ (9,146) (1.1) % Six Months Ended June 30, (in thousands) 2021 2020 Segment Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 605,228 72.3 % $ 573,008 68.3 % Specialty Civil 231,332 27.7 % 265,759 31.7 % Total revenue $ 836,560 100.0 % $ 838,767 100.0 % Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 55,063 9.1 % $ 62,812 11.0 % Specialty Civil 14,961 6.5 % 24,470 9.2 % Total gross profit $ 70,024 8.4 % $ 87,282 10.4 % Six Months Ended June 30, (in thousands) 2021 2020 Net cash used in operating activities (11,378) (64,630) Net cash used in investing activities (13,632) (1,522) Net cash used in financing activities (21,357) (21,715) for due diligence expenses.Foruse the three-month period ended September 30, 2017net cash proceeds from certain transactions to redeem shares of Series B Preferred Stock.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 activitystated value of the Company through SeptemberSeries B Preferred Stock as of June 30, 2017 was in preparation for the Offering, which was consummated on July 12, 2016, and searching2021 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 togiving 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 priceaccrual 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”) 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 maydividends, we would 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 accessquarterly cash dividends in the aggregate of $6.6 million on the Series B Preferred Stock. If not paid the dividends will accrue at a rate of 15% per annum and increase the stated value of the Series B Preferred Stock. 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.fundsCOVID-19 emergency. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income-based tax laws. Some of the key income tax-related provisions of the CARES Act include:Trust Account, we may be required to raise additional capital,revolving credit commitments previously available by $25.0 million, bringing the aggregate principal 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 outsiderevolving credit commitments under the Trust AccountThird A&R Credit Agreement to repay such loaned amounts, but no proceeds from$75.0 million, upon 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, atterms and subject to the lender’s discretion, up to $1,000,000 of such loans will be convertible into warrantssatisfaction of the post-Business Combination entity at a price of $0.50 per warrant. The warrants would be identical to warrantsconditions set forth in the Private Placement Units. ExceptThird A&R Credit Agreement, as described above,amended by the terms of such loans by our initial stockholders, officersAmendment.directors, if any, have not been determinedafter the Amendment’s effective date 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 purpose of 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 commitments 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 LLC in the event that the Potential Combination is consummated.Significant Accounting PoliciesThe preparation of financial statements and related disclosures 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 dateuntil delivery of the financial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, the percentage incomeswing line loans is, at the Company’s option, (x) LIBOR plus a margin of 2.75% or (y) the applicable base rate plus a margin of 1.75%. Thereafter, for any day, the applicable percentage per annum interest rate for revolving loans and expenses duringswing line loans is LIBOR or the base rate plus a margin depending upon the Company’s first lien net leverage ratio as of the last day of the most recently ended consecutive four fiscal quarter period, 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% 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% reported. Actual results could materially differ from those estimates.Redeemable Common StockAllindicated as of June 30, 2021.Payments due by period (in thousands) Total Remainder of 2021 2022 2023 2024 2025 Thereafter 177,613 1,214 16,916 29,986 129,368 129 — 34,603 6,161 11,924 10,203 6,312 3 — 199,474 — — — — 199,474 — 112,797 13,057 26,113 26,113 26,113 21,401 — 55,319 13,547 23,379 8,984 5,043 3,555 811 52,155 6,229 11,238 8,776 4,740 2,236 18,936 Total $ 631,961 $ 40,208 $ 89,570 $ 84,062 $ 171,576 $ 226,798 $ 19,747 15,000,000 sharescontractual principal payment due dates on our outstanding debt.common stock sold as partFebruary 15, 2025.the Unitsassociated interest, recognized under various finance leases for equipment totaling $55.3 million at June 30, 2021. Net amounts recognized within property, plant and equipment, net in the Offering contain a redemption feature which allows for the redemption of such common stockcondensed consolidated balance sheet under these financed lease agreements at June 30, 2021 totaled $70.1 million.liquidation or tender offer/stockholder approval provisions. The initial stockholdersdebt instruments, see Note 6. Debt 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 redemptionNote 7. Commitments 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 decreasesContingenciescarryingnotes to our condensed consolidated financial statements, included in Part I, Item 1.redeemable common stock are affected by charges against additional paid-in capital.Accordingly, at September$21.7 million and $7.8 million, respectively, related to projects and insurance.2017, 13,950,2032021 and December 31, 2020, the Company had outstanding surety bonds on projects of the 15,000,000 public shares are classified outside$3.0 billion and $2.8 billion, respectively.permanent equity at their redemption value. The redemption value is equal to the pro rata sharePresentation and Summary of the aggregate amount then on depositSignificant Accounting Policies 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’snotes to our condensed consolidated financial statements.
statements, included in 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 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.SeptemberJune 30, 2017,2021, 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 June 30, 2021, our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.Overover Financial ReportingDuring the most recently completed fiscal quarter, thereITEMLEGAL PROCEEDINGSNone.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. The Company may disclose changes to such factors or disclose additional factors from time to time in our future filings with8, 2021, which is accessible on the SEC.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSNone.
SEC's website at www.sec.gov, except as described below.17ITEM 3. DEFAULTS UPON SENIOR SECURITIESNone.ITEM 4. MINE SAFETY DISCLOSURESNone.None.18ITEMEXHIBITSExhibitsExhibit NumberDescriptionExhibit Number Description 31.12.1#2.2 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 4.2 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 4.16 4.17 4.18 10.1† 10.3† 31.1* 31.231.2*32.1** 32.2** 101.INS* 101.INSXBRL Instance Document 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 *Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)Furnished herewith19SIGNATURESIn accordance withthereuntohereunto duly authorized.M III ACQUISITION CORP.Dated: November 13, 2017/s/ Mohsin Y. MeghjiName: Mohsin Y. MeghjiINFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.Title: Chairman of the Board of Directors and ChiefDated: July 28, 2021 Executive OfficerBy:/s/ Peter J. Moerbeek (Principal Executive Officer)Dated: November 13, 2017/s/ Brian GriffithName: Peter J. MoerbeekName: Brian GriffithTitle: Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)20Officer